grepcent / static financial knowledge base

SUN COMMUNITIES INC (SUI)

CIK: 0000912593. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-25.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=912593. Latest filing source: 0000912593-26-000086.

Informational only - descriptive public-record data, not investment advice.

Business

Read SUI's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read SUI's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue2,306,100,000USD20252026-02-25
Net income1,413,900,000USD20252026-02-25
Assets12,522,900,000USD20252026-02-25

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000912593.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue833,778,000982,570,0001,126,825,0001,264,037,0001,398,300,0002,272,600,0002,969,700,0002,284,100,0002,260,500,0002,306,100,000
Net income26,315,00072,183,000107,229,000161,553,000131,614,000408,300,000261,400,000-206,900,000103,600,0001,413,900,000
Diluted EPS0.260.851.291.801.343.362.00-1.720.7110.84
Operating cash flow241,455,000257,983,000363,114,000476,734,000543,300,000753,600,000734,900,000790,500,000861,000,000864,200,000
Capital expenditures7,100,00030,200,000457,000,000
Share buybacks0.000.00539,100,000
Assets5,870,776,0006,111,957,0006,710,026,0007,802,060,00011,206,586,00013,494,100,00017,084,200,00016,940,700,00016,549,400,00012,522,900,000
Liabilities3,441,605,0003,405,204,0003,479,112,0003,848,104,0005,314,879,0006,474,600,0008,992,800,0009,506,800,0009,096,800,0005,194,400,000
Stockholders' equity2,295,611,0002,598,431,0003,106,823,0003,819,724,0005,525,276,0006,623,900,0007,809,800,0007,082,800,0007,081,700,0006,956,100,000
Cash and cash equivalents8,164,00010,127,00050,300,00022,100,00077,300,00065,800,00072,800,00029,200,00047,900,000569,600,000
Free cash flow783,400,000830,800,000407,200,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin3.16%7.35%9.52%12.78%9.41%17.97%8.80%-9.06%4.58%61.31%
Return on equity1.15%2.78%3.45%4.23%2.38%6.16%3.35%-2.92%1.46%20.33%
Return on assets0.45%1.18%1.60%2.07%1.17%3.03%1.53%-1.22%0.63%11.29%
Liabilities / equity1.501.311.121.010.960.981.151.341.280.75

Industry Peer Context

Each number-line places SUI against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

SUI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 148.SUI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 148.148 SIC peersMin -122.2%Median 16.6%Max 97.9%SUI 61.3%

ROE peer context

SUI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 151.SUI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 151.151 SIC peersMin -49.4%Median 5.7%Max 103.0%SUI 20.3%

ROA peer context

SUI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 155.SUI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 155.155 SIC peersMin -34.4%Median 1.5%Max 42.5%SUI 11.3%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

SUI FY2025 free cash flow bridge from reported figures.SUI FY2025 free cash flow bridge from reported figures.SUI free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$500.0M$1.0B$864.2MOperating cash flow-$457.0MCapex$407.2MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000912593-26-000086; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000912593-26-000086; concept PaymentsToAcquireProductiveAssets; source concepts us-gaap:PaymentsToAcquireProductiveAssets | Free cash flow: accession 0000912593-26-000086; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets

Financial Charts

SUI revenue, last 5 periods. Source: SEC companyfacts FY2025.SUI revenue, last 5 periods. Source: SEC companyfacts FY2025.SUI RevenueLatest point: FY2025 = $2.3BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: Revenues. Source concepts: us-gaap:Revenues.

SUI net income, last 5 periods. Source: SEC companyfacts FY2025.SUI net income, last 5 periods. Source: SEC companyfacts FY2025.SUI Net incomeLatest point: FY2025 = $1.4BSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

SUI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.SUI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.SUI Diluted EPSLatest point: FY2025 = $10.84/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$2.00/share$0.00/share$15.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

SUI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.SUI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.SUI Operating cash flowLatest point: FY2025 = $864.2MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$500.0M$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

SUI capital expenditures, last 3 periods. Source: SEC companyfacts FY2025.SUI capital expenditures, last 3 periods. Source: SEC companyfacts FY2025.SUI Capital expendituresLatest point: FY2025 = $457.0MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$250.0M$500.0M$7.1MFY2023$30.2MFY2024$457.0MFY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:PaymentsToAcquireProductiveAssets.

SUI share buybacks, last 3 periods. Source: SEC companyfacts FY2025.SUI share buybacks, last 3 periods. Source: SEC companyfacts FY2025.SUI Share buybacksLatest point: FY2025 = $539.1MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$375.0M$750.0MFY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

SUI assets, last 5 periods. Source: SEC companyfacts FY2025.SUI assets, last 5 periods. Source: SEC companyfacts FY2025.SUI AssetsLatest point: FY2025 = $12.5BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$10.0B$20.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: Assets. Source concepts: us-gaap:Assets.

SUI liabilities, last 5 periods. Source: SEC companyfacts FY2025.SUI liabilities, last 5 periods. Source: SEC companyfacts FY2025.SUI LiabilitiesLatest point: FY2025 = $5.2BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$5.0B$10.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

SUI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.SUI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.SUI Stockholders' equityLatest point: FY2025 = $7.0BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$4.0B$8.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

SUI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.SUI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.SUI Cash and cash equivalentsLatest point: FY2025 = $569.6MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

SUI free cash flow, last 3 periods. Source: SEC companyfacts FY2025.SUI free cash flow, last 3 periods. Source: SEC companyfacts FY2025.SUI Free cash flowLatest point: FY2025 = $407.2MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$500.0M$1.0B$783.4MFY2023$830.8MFY2024$407.2MFY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000912593-26-000086; filed 2026-02-25. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000912593.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.61reported discrete quarter
2022-Q32022-09-30162,600,0001.32reported discrete quarter
2023-Q12023-03-31-30,100,000-0.24reported discrete quarter
2023-Q22023-06-30863,500,00089,800,0000.72reported discrete quarter
2023-Q32023-09-30983,200,000163,100,0001.31reported discrete quarter
2023-Q42023-12-31726,700,000-429,700,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31671,300,000-25,200,000-0.22reported discrete quarter
2024-Q22024-03-31-25,200,000reported discrete quarter
2024-Q22024-06-30864,000,0000.42reported discrete quarter
2024-Q32024-06-3056,700,000reported discrete quarter
2024-Q32024-09-30939,900,0002.31reported discrete quarter
2024-Q42024-12-31745,900,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31470,200,000-41,200,000-0.34reported discrete quarter
2025-Q22025-03-31-41,200,000reported discrete quarter
2025-Q22025-06-30623,500,00010.02reported discrete quarter
2025-Q32025-06-301,314,100,000reported discrete quarter
2025-Q32025-09-30697,200,0000.07reported discrete quarter
2025-Q42025-12-31515,200,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31507,900,000-6,400,000-0.07reported discrete quarter

Quarterly Charts

SUI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.SUI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.SUI Quarterly RevenueLatest point: 2026-Q1 = $507.9MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$500.0M$1.0B2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000912593-26-000160; filed 2026-04-28. Concept: Revenues. Source concepts: us-gaap:Revenues.

SUI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.SUI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.SUI Quarterly Net incomeLatest point: 2026-Q1 = -$6.4MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income-$500.0M$0.0B$2.0B2022-Q32023-Q12023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000912593-26-000160; filed 2026-04-28. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

SUI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.SUI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.SUI Quarterly Diluted EPSLatest point: 2026-Q1 = -$0.07/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$0.50/share$0.00/share$15.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000912593-26-000160; filed 2026-04-28. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000912593-26-000234.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-07-28. Report date: 2026-06-30.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes, along with our 2025 Annual Report.

OVERVIEW

We are a fully integrated REIT. As of June 30, 2026, we owned and operated, directly or indirectly, or held an interest in, a portfolio of 455 developed properties located in the U.S. and Canada including 295 MH communities and 160 RV communities. At that date, we also owned, operated, or held an interest in a portfolio of 54 UK properties, which were classified within discontinued operations as of June 30, 2026.

We have been in the business of operating, acquiring, developing and expanding MH and RV communities since 1975. We lease individual parcels of land, or sites, with utility access for the placement of manufactured homes and RVs to our MH and RV customers. Our MH communities are designed to offer affordable housing to individuals and families, while also providing certain amenities. In the U.S., we are also engaged in the marketing, selling and leasing of new and pre-owned homes to current and future residents in our MH communities. The rental program operations within our MH communities support and enhance our occupancy levels, property performance and cash flows. Our RV communities are designed to offer affordable vacation opportunities to individuals and families complemented by a diverse selection of high-quality amenities.

Over the past several years, we have shifted our strategy toward optimizing the value of our core business through achieving strong rental rate growth and operating efficiencies, while also pursuing select new acquisition opportunities that meet our capital investment criteria. In 2025, the Safe Harbor Sale advanced our strategy of focusing on our core business and enhanced our leverage profile and financial flexibility. We believe we are positioned for organic growth in 2026 with expected rental rate increases, occupancy gains, and expense management as we focus on increasing long-term value for shareholders.

PARK HOLIDAYS SALE

During the three months ended June 30, 2026, we announced the Park Holidays Sale. The Park Holidays Sale represents the expected disposition of our UK business and a strategic shift in operations. Accordingly, the results of the UK business and assets and liabilities included in the disposition are presented as held for sale and as discontinued operations for all periods presented herein. Unless otherwise noted, all amounts, percentages, and discussions below reflect only the results of operations and financial condition of our continuing operations. The Park Holidays Sale is subject to receipt of regulatory approval from the UK Financial Conduct Authority, and is expected to close in the second half of 2026.

The Park Holidays Sale accelerates our strategy of focusing on our core North American MH and RV portfolio and enhances our liquidity and credit profile. After the closing of the Park Holidays Sale, the majority of our total NOI will be generated by Real Property NOI from properties located within the U.S.

SIGNIFICANT ACCOUNTING POLICIES

We have identified significant accounting policies that, as a result of the judgments, uncertainties, and complexities of the underlying accounting standards and operations involved could result in material changes to our financial condition or results of operations under different conditions or using different assumptions. Details regarding significant accounting policies are described fully in our Annual Report on Form 10-K for the year ended December 31, 2025.

NON-GAAP FINANCIAL MEASURES

In addition to the results reported in accordance with GAAP in our "Results of Operations" below, we have provided information regarding NOI and funds from operations ("FFO") as supplemental performance measures. We believe NOI and FFO are appropriate measures given their wide use by and relevance to investors and analysts following the real estate industry. NOI provides a measure of rental operations and does not factor in depreciation, amortization, and non-property specific expenses such as general and administrative expenses. FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation / amortization of real estate assets. In addition, NOI, and FFO are commonly used in various ratios, pricing multiples / yields and returns, and valuation calculations used to measure financial position, performance, and value.

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SUN COMMUNITIES, INC.

NOI

Total Portfolio NOI - NOI is derived from property operating revenues minus property operating expenses and real estate taxes. NOI is a non-GAAP financial measure that we believe is helpful to investors as a supplemental measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. We use NOI as a key measure when evaluating performance and growth of particular properties and / or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization, interest expense, and non-property specific expenses such as general and administrative expenses, all of which are significant costs. Therefore, NOI is a measure of the operating performance of our properties rather than of the Company overall. We believe that NOI provides enhanced comparability for investor evaluation of property performance and growth over time.

We believe that GAAP net income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an alternative to GAAP net income (loss) as an indication of our financial performance or GAAP net cash provided by operating activities as a measure of our liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. Because of the inclusion of items such as interest, depreciation, and amortization, the use of GAAP net income (loss) as a performance measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a parent company level and not at a property level.

Same Property NOI - This is a key management tool used when evaluating the performance and growth of our Same Property portfolio. We define same properties as those we have owned and operated continuously since January 1, 2025. Same properties exclude ground-up development properties, acquired properties, properties classified as discontinued operations, properties impacted by catastrophic weather events, and properties sold after December 31, 2024. The Same Property data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions, or unique situations. Same Property NOI does not include the revenues and expenses related to home sales and ancillary activities at the properties. We believe that Same Property NOI is helpful to investors as a supplemental comparative performance measure of the income generated from the Same Property portfolio from one period to the next.

FFO

FFO is defined by the National Association of Real Estate Investment Trusts ("Nareit") as GAAP net income (loss), excluding gains (or losses) from sales of certain real estate assets, real estate related depreciation and amortization, gains (or losses) from change in control, impairments of certain real estate assets and investments, and adjustments for nonconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of our operating performance. By excluding gains and losses related to sales of previously depreciated operating real estate assets, real estate related impairment and real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not readily apparent from GAAP net income (loss). Management believes the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful.

Core FFO - In addition to FFO, we use FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business ("Core FFO") to evaluate our performance. These adjustments include acquisition and other transaction costs, gains and losses from the early extinguishment of debt, costs related to catastrophic weather events, net of insurance recoveries, gains and losses on foreign currency exchanges, and other miscellaneous non-comparable items, such as restructuring costs.

We believe that FFO and Core FFO provide enhanced comparability for investor evaluations of period-over-period results. We believe that GAAP net income (loss) is the most directly comparable measure to FFO. The principal limitation of FFO is that it does not replace GAAP net income (loss) as a financial performance measure or GAAP cash flow from operating activities as a measure of our liquidity. Because FFO excludes significant economic components of GAAP net income (loss) including depreciation and amortization, FFO should be used as a supplement to GAAP net income (loss) and not as an alternative to it. Furthermore, FFO is not intended as a measure of a REIT's ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO is calculated in accordance with our interpretation of standards established by Nareit, which may not be comparable to FFO reported by other REITs that interpret the Nareit definition differently. Certain financial information has been revised to reflect reclassifications in prior periods to conform to current period presentation.

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SUN COMMUNITIES, INC.

RESULTS OF OPERATIONS

The following tables reconcile the Net income / (loss) attributable to SUI common shareholders to NOI and summarize our consolidated financial results for the three and six months ended June 30, 2026 and 2025 (in millions):

[[GREPCENT_TABLE]]
[["","","Three Months Ended June 30,","","Six Months Ended June 30,"],["","","2026","","2025","","2026","","2025"],["Net Income / (Loss) Attributable to SUI Common Shareholders","","$","(992.7)","","","$","1,273.6","","","$","(1,001.4)","","","$","1,230.8"],["Interest income","","(6.2)","","","(16.4)","","","(13.4)","","","(20.8)"],["Brokerage commissions and other revenues, net","","(3.3)","","","(13.3)","","","(5.0)","","","(14.9)"],["General and administrative","","49.9","","","50.6","","","108.5","","","97.6"],["Catastrophic event-related charges, net","","0.8","","","0.4","","","1.3","","","0.3"],["Depreciation and amortization","","123.9","","","117.3","","","245.3","","","232.0"],["Asset impairments","","17.9","","","33.4","","","18.2","","","57.4"],["Loss on extinguishment of debt","","\u2014","","","102.4","","","\u2014","","","102.4"],["Interest expense","","38.1","","","54.4","","","76.5","","","132.9"],["(Gain) / loss on foreign currency exchanges","","(13.3)","","","(39.4)","","","10.6","","","(48.1)"],["Loss on disposition of properties","","22.0","","","1.3","","","20.9","","","2.1"],["Other (income) / expense, net","","0.1","","","(6.9)","","","(8.4)","","","(12.6)"],["Loss on reme

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-02-25. Report date: 2025-12-31.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and accompanying footnotes thereto included in this Annual Report on Form 10-K. In addition to the results presented in accordance with GAAP below, we have provided net operating income ("NOI") and FFO information as supplemental performance measures. Refer to Non-GAAP Financial Measures in this Item 7 for additional information.

OVERVIEW AND OUTLOOK

We are a fully integrated REIT. As of December 31, 2025, we owned and operated, directly or indirectly, or had an interest in, a portfolio of 513 developed properties located in the U.S., Canada, and the UK including 294 MH communities, 166 RV communities, and 53 UK communities.

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SUN COMMUNITIES, INC.

We have been in the business of operating, acquiring, developing and expanding MH and RV communities since 1975, and communities in the United Kingdom since 2022. We lease individual parcels of land, or sites, with utility access for the placement of manufactured homes and RVs to our MH, RV, and UK customers. Our MH communities are designed to offer affordable housing to individuals and families, while also providing certain amenities. In the U.S., we are also engaged in the marketing, selling and leasing of new and pre-owned homes to current and future residents in our MH communities. The rental program operations within our MH communities support and enhance our occupancy levels, property performance and cash flows. Our RV communities are designed to offer affordable vacation opportunities to individuals and families complemented by a diverse selection of high-quality amenities. In the United Kingdom, our UK communities are referred to as "holiday parks" and are located predominantly at irreplaceable seaside destinations in the south of England. We provide holiday home sales and associated site license activities to holiday homeowners in our communities.

In 2025, we continued our portfolio optimization and simplification strategy by completing the Safe Harbor Sale for total net cash proceeds of $5.5 billion, generating a total gain on sale of $1.5 billion. The Safe Harbor Sale accelerates our strategy of focusing on our core business and significantly enhances our leverage profile and financial flexibility. We have deployed the majority of the cash proceeds from the Safe Harbor Sale to implement a capital allocation plan that reflects a balanced, tax-efficient approach to optimize shareholder value through significantly lower leverage, greater financial flexibility to drive sustainable cash flow growth, and a thoughtful capital return strategy. Refer to Note 2, "Assets Held for Sale and Discontinued Operations," in our accompanying Consolidated Financial Statements for additional details related to the Safe Harbor Sale.

Pursuant to our portfolio optimization strategy, we completed targeted, growth-oriented investment and acquisition opportunities in 2025, while also continuing our targeted disposition program to divest non-strategic assets in an effort to simplify management and maintain financial flexibility. During the year ended December 31, 2025, we acquired 11 MH and three RV properties for total cash consideration of $457.0 million and repurchased the titles to all 32 UK properties that were previously controlled via ground leases for total cash consideration of $386.8 million. Also during the year, we sold four MH properties, three RV properties, and three development land parcels in the U.S. and UK for a gross sale price of $202.6 million. The property dispositions have strengthened our financial position by enabling us to reduce debt while also exiting non-core markets. We remain focused on maximizing real property income, Same Property NOI growth, and Core FFO per share growth, which we believe will enhance long-term shareholder value.

Leadership Transition

Charles D. Young began serving as our CEO and as a Director on October 1, 2025. Mr. Young succeeds Gary Shiffman, who retired as our CEO after a distinguished 40 years leading Sun Communities. We entered into an employment agreement with Mr. Young under which he will serve as our CEO for a five year term, which is automatically renewable thereafter for successive one-year terms unless either party timely terminates the agreement. Refer to the Form 8-K filed with the SEC on July 23, 2025 for additional details related to Mr. Young's employment agreement.

Mr. Shiffman will continue to serve as the Chairman of our Board of Directors. Refer to the Form 8-K filed with the SEC on December 16, 2025 for additional details related to Mr. Shiffman's transition services agreement.

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SUN COMMUNITIES, INC.

EXECUTIVE SUMMARY

2025 General Overview

Key operational and financial highlights included the following:

•Completed the disposition of the Safe Harbor Marinas business for an aggregate purchase price of $5.65 billion.

•Acquired 11 MH and three RV properties for total cash consideration of $457.0 million, which was primarily sourced from 1031 exchange escrow accounts to minimize the tax impact from the Safe Harbor Sale.

•Repurchased 4.3 million shares of our common stock at an average cost of $125.62 per share for a total of $539.1 million.

•Completed the redemption of $956.5 million in outstanding unsecured senior notes, inclusive of prepayment costs of $56.5 million.

•Completed the repayment of $1.6 billion under our senior credit facility and $737.7 million of secured mortgage debt, inclusive of prepayments costs of $45.9 million.

•Entered into a new $2.0 billion multi-currency revolving credit facility that matures on January 31, 2030.

•Completed the repurchase of titles to 32 UK properties that were previously controlled via ground leases, reducing our financial liability by $355.9 million.

•Total revenues from continuing operations for 2025 were $2.3 billion, consistent with 2024 total revenues.

•Net income from continuing operations was $0.6 million in 2025, as compared to $32.9 million in 2024.

•Net income attributable to SUI common shareholders was $1.4 billion, as compared to a net income attributable to SUI common shareholders of $89.0 million in the prior year, driven primarily by a total gain of $1.5 billion from the Safe Harbor Sale in 2025.

•Achieved annual Core FFO of $6.68 per diluted share and OP unit.

•Achieved real property Same Property NOI growth of 8.9% for MH and 3.5% for the UK over 2024. For the RV segment, we experienced a decline in Same Property NOI growth of 1.4%, driven by lower than anticipated real property - transient revenues.

•Increased Same Property adjusted blended occupancy for MH and RV by 40 basis points to 99.1% as compared to 98.7% in 2024.

Property Operations

Occupancy in our MH and annual RV properties, as well as our ability to increase rental rates, directly affect revenues. Our revenue streams are predominantly derived from customers renting our sites on a long-term basis. Our Same Property communities continue to achieve revenue and occupancy increases which drive continued NOI growth.

Year Ended December 31,
Portfolio Information:202520242023
Occupancy % - Total Portfolio - MH and Annual RV Occupancy(1)96.9%97.0%96.4%
Occupancy % - Same Property - Adjusted MH and Annual RV Occupancy(1)(2)99.1%98.7%97.4%
Core FFO per share$6.68$6.81$7.10
Real property NOI - Total Portfolio (in millions)$1,058.8$1,015.3$976.6
Real property NOI - Same Property (in millions) - MH and RV(3)$963.7$911.8$872.1
Real property NOI - Same Property (in millions) - UK$81.6$78.9$69.8

(1) Occupancy percentage includes annual RV sites and excludes transient RV sites.

(2) Occupancy percentage excludes recently completed but vacant expansion sites.

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Markets

Our MH and RV properties are largely concentrated in the U.S. in Florida, Michigan, Texas, and California, which collectively contain 64.7% of our total MH and RV sites. We have expanded our market share in multiple states through acquisitions and increased our property holdings in high-growth areas of the U.S. including retirement and vacation destinations. The age demographic of RV communities is attractive, as the population of retirement age adults in the U.S. is growing.

Our UK properties are located in irreplaceable coastal destination locations that are a short drive from London and other urban locations. Our UK properties are largely concentrated in England, which contain 93.2% of our total holiday parks.

The following table identifies our largest MH and RV markets by total sites:

December 31, 2025
Major MarketSegmentNumber of PropertiesTotal Sites% of Total SitesOccupancy %(1)Revenue %
FloridaMH6826,60016.9%95.4%15.6%
RV5720,59013.2%100.0%11.4%
Florida Total12547,19030.1%97.1%27.0%
MichiganMH8433,02021.1%97.8%21.6%
RV51,6401.0%100.0%0.7%
Michigan Total8934,66022.1%97.9%22.3%
CaliforniaMH266,2103.9%99.5%5.7%
RV112,6101.7%100.0%3.2%
California Total378,8205.6%99.5%8.9%
TexasMH168,0305.1%98.4%5.8%
RV132,8701.8%100.0%1.8%
Texas Total2910,9006.9%98.6%7.6%
ConnecticutMH151,8501.2%96.7%0.8%
RV11500.1%100.0%0.1%
Connecticut Total162,0001.3%96.8%0.9%
MaineMH91,6701.0%95.9%0.7%
RV61,8601.2%100.0%0.9%
Maine Total153,5302.2%97.4%1.6%
New JerseyMH23100.2%100.0%0.1%
RV114,1902.7%100.0%2.1%
New Jersey Total134,5002.9%100.0%2.2%
ArizonaMH82,6501.7%96.8%1.4%
RV32,3501.5%100.0%1.5%
Arizona Total115,0003.2%98.0%2.9%
ColoradoMH92,9001.9%92.4%2.1%
RV29700.6%100.0%0.8%
Colorado Total113,8702.5%92.4%2.9%
IndianaMH82,7401.7%98.8%1.9%
RV21,0800.7%100.0%0.8%
Indiana Total103,8202.4%98.8%2.7%
New YorkMH49700.6%98.7%0.5%
RV61,9801.3%100.0%1.1%
New York Total102,9501.9%99.2%1.6%
MarylandMH67700.5%99.1%0.2%
RV41,5201.0%100.0%1.7%
Maryland Total102,2901.5%99.1%1.9%
OtherMH3912,4307.9%98.8%7.5%
RV4515,0709.5%100.0%10.0%
Other Total8427,50017.4%99.2%17.5%
TotalMH294100,15063.7%97.2%63.9%
RV16656,88036.3%100.0%36.1%
MH / RV Total460157,030100.0%97.9%100.0%

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SUN COMMUNITIES, INC.

December 31, 2024
Major MarketSegmentNumber of PropertiesTotal Sites% of Total SitesOccupancy %(1)% Revenue
FloridaMH7025,80016.7%96.6%15.5%
RV5719,65012.7%100.0%11.5%
Florida Total12745,45029.4%97.9%27.0%
MichiganMH8031,89020.6%97.6%20.6%
RV51,6401.1%100.0%0.7%
Michigan Total8533,53021.7%97.7%21.3%
CaliforniaMH266,2104.0%99.2%5.6%
RV112,6201.7%100.0%3.3%
California Total378,8305.7%99.3%8.9%
TexasMH168,0305.2%97.0%5.5%
RV132,8801.9%100.0%2.0%
Texas Total2910,9107.1%97.4%7.5%
ConnecticutMH151,8501.2%95.7%0.8%
RV11500.1%100.0%0.1%
Connecticut Total162,0001.3%95.8%0.9%
MaineMH91,6701.1%95.7%0.7%
RV61,8601.2%100.0%1.0%
Maine Total153,5302.3%97.2%1.7%
New JerseyMH23100.2%100.0%0.1%
RV93,6902.4%100.0%2.1%
New Jersey Total114,0002.6%100.0%2.2%
ArizonaMH82,6401.7%96.2%1.5%
RV32,3601.5%100.0%1.5%
Arizona Total115,0003.2%97.6%3.0%
ColoradoMH92,9001.9%90.4%2.0%
RV29800.6%100.0%0.8%
Colorado Total113,8802.5%90.5%2.8%
IndianaMH92,8701.9%99.2%1.9%
RV21,0900.7%100.0%0.8%
Indiana Total113,9602.6%99.2%2.7%
New YorkMH49700.6%98.5%0.5%
RV62,2101.5%100.0%1.2%
New York Total103,1802.1%99.0%1.7%
MarylandMH23400.2%98.8%0.2%
RV41,5401.0%100.0%1.7%
Maryland Total61,8801.2%99.1%1.9%
OtherMH3711,9507.7%99.0%7.7%
RV4816,26010.6%100.0%10.7%
Other Total8528,21018.3%99.4%18.4%
TotalMH28797,43063.0%97.3%62.6%
RV16756,93037.0%100.0%37.4%
MH / RV Total454154,360100.0%98.0%100.0%

The following table identifies our holiday park markets in the UK by total sites:

December 31, 2025December 31, 2024
Major MarketNumber of PropertiesTotal Sites% of Total SitesOccupancy %(1)% RevenueNumber of PropertiesTotal Sites% of Total SitesOccupancy %(1)% Revenue
England5020,15093.2%89.0%92.3%5020,56093.3%89.6%89.1%
Scotland / Wales31,4706.8%91.4%7.7%31,4706.7%90.5%10.9%
Total5321,620100.0%89.1%100.0%5322,030100.0%89.7%100.0%

(1) Occupancy percentage excludes transient RV sites. Percentage calculated by dividing revenue producing sites by developed sites. A revenue producing site is defined as a site that is occupied by a paying resident or reserved by a customer with annual or seasonal usage rights. A developed site is defined as an adequately sized parcel of land that has road and utility access which is zoned and licensed (if required) for use as a home site.

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SUN COMMUNITIES, INC.

NON-GAAP FINANCIAL MEASURES

In addition to the results reported in accordance with GAAP in our "Results of Operations" below, we have provided information regarding NOI and FFO as supplemental performance measures. We believe NOI and FFO are appropriate measures given their wide use by and relevance to investors and analysts. Investors and analysts following the real estate industry use these supplemental non-GAAP measures to assess REITs. NOI provides a measure of rental operations and does not factor in depreciation, amortization, and non-property specific expenses such as general and administrative expenses. FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts net income for the effects of GAAP depreciation / amortization of real estate assets and gains or losses on real estate dispositions. In addition, NOI, and FFO are commonly used in various ratios, pricing multiples / yields and returns, and valuation calculations used to measure financial position, performance, and value.

NOI

Total Portfolio NOI - NOI is derived from property operating revenues minus property operating expenses and real estate taxes. NOI is a non-GAAP financial measure that we believe is helpful to investors as a supplemental measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. We use NOI as a key measure when evaluating performance and growth of particular properties and / or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization, interest expense, and non-property specific expenses such as general and administrative expenses, all of which are significant costs. Therefore, NOI is a measure of the operating performance of our properties rather than of the Company overall. We believe that NOI provides enhanced comparability for investor evaluation of property performance and growth over time.

We believe that GAAP net income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an alternative to GAAP net income (loss) as an indication of our financial performance or GAAP net cash provided by operating activities as a measure of our liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. Because of the inclusion of items such as interest, depreciation, and amortization, the use of GAAP net income (loss) as a performance measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a parent company level and not at a property level.

Same Property NOI - This is a key management tool used when evaluating the performance and growth of our Same Property portfolio. We define same properties as those we have owned and operated continuously since January 1, 2024. Same properties exclude ground-up development properties, acquired properties, properties classified as discontinued operations, and properties sold after December 31, 2023. The Same Property data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions, or unique situations. Same Property NOI does not include the revenues and expenses related to home sales and ancillary activities at the properties. We believe that Same Property NOI is helpful to investors as a supplemental comparative performance measure of the income generated from the Same Property portfolio from one period to the next. For the UK segment, we present Same Property NOI growth rate information on a constant currency basis to provide a framework for assessing how our underlying properties performed after excluding the effects of changes in exchange rates. We believe that the presentation of UK Same Property NOI on a constant currency basis helps to improve the ability to understand our performance because it excludes the effects of foreign currency volatility which are not indicative of our core operating results in the region.

FFO

FFO is defined by the National Association of Real Estate Investment Trusts ("Nareit") as GAAP net income (loss), excluding gains (or losses) from sales of certain real estate assets, plus real estate related depreciation and amortization, impairments of certain real estate assets and investments, and after adjustments for nonconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of our operating performance. By excluding gains and losses related to sales of previously depreciated operating real estate assets, real estate related to impairment and real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not readily apparent from GAAP net income (loss). Management believes the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful.

Core FFO - In addition to FFO, we use FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business ("Core FFO") to evaluate our performance. These adjustments include acquisition and other transaction costs, gains and losses from the early extinguishment of debt, costs related to catastrophic weather events, net of insurance recoveries, gains and losses on foreign currency exchanges, and other miscellaneous non-comparable items.

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We believe that FFO and Core FFO provide enhanced comparability for investor evaluations of period-over-period results. We believe that GAAP net income (loss) is the most directly comparable measure to FFO. The principal limitation of FFO is that it does not replace GAAP net income (loss) as a financial performance measure or GAAP cash flow from operating activities as a measure of our liquidity. Because FFO excludes significant economic components of GAAP net income (loss) including depreciation and amortization, FFO should be used as a supplement to GAAP net income (loss) and not as an alternative to it. Furthermore, FFO is not intended as a measure of a REIT's ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO is calculated in accordance with our interpretation of standards established by Nareit, which may not be comparable to FFO reported by other REITs that interpret the Nareit definition differently. Certain financial information has been revised to reflect reclassifications in prior periods to conform to current period presentation.

RESULTS OF OPERATIONS

Summary Statements of Operations

The following tables reconcile the Net income / (loss) attributable to SUI common shareholders to NOI and summarize our consolidated financial results (in millions):

Year Ended December 31,
202520242023
Net Income / (Loss) Attributable to SUI Common Shareholders$1,361.2$89.0$(213.3)
Interest income(48.5)(20.1)(44.8)
Brokerage commissions and other revenues, net(24.0)(34.9)(53.6)
General and administrative236.7230.5213.5
Catastrophic event-related charges, net1.223.6(3.4)
Business combination expense3.0
Depreciation and amortization507.9490.5494.1
Asset impairments386.766.75.6
Goodwill impairment180.8369.9
Loss on extinguishment of debt104.01.4
Interest expense221.0350.3325.7
Interest on mandatorily redeemable preferred OP units / equity3.3
Loss on remeasurement of marketable securities16.0
(Gain) / loss on foreign currency exchanges(26.7)25.80.3
Gain on disposition of properties(5.1)(202.9)(11.0)
Other (income) / expense, net(133.9)6.87.3
Loss on remeasurement of notes receivable1.636.4106.7
Income from nonconsolidated affiliates(16.4)(9.5)(16.0)
(Gain) / loss on remeasurement of investment in nonconsolidated affiliates0.9(6.6)4.2
Current tax expense10.83.613.7
Deferred tax benefit(60.0)(39.6)(22.9)
Net income from discontinued operations, net(1,429.6)(74.2)(82.3)
Add: Preferred return to preferred OP units / equity interests12.612.812.3
Add: Income / (loss) attributable to noncontrolling interests56.45.3(8.1)
NOI$1,156.8$1,135.7$1,120.2
Year Ended December 31,
202520242023
Real property NOI(1)$1,058.8$1,015.3$976.6
Home sales NOI(1)70.096.8114.3
Ancillary NOI(1)28.023.629.3
NOI$1,156.8$1,135.7$1,120.2

(1) Excludes properties classified as discontinued operations. During the years ended December 31, 2025, 2024, and 2023 our marina properties generated total NOI of $93.7 million, $322.7 million, and $312.0 million, respectively, which was recorded within Income from discontinued operations, net on the Consolidated Statements of Operations. Refer to Note 2, "Assets Held for Sale and Discontinued Operations," for additional information.

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SUN COMMUNITIES, INC.

Seasonality of Revenue

The RV and UK segments are seasonal and the results of operations in any one period may not be indicative of results in future periods.

In the RV segment, certain properties maintain higher occupancy during the summer months, while other properties maintain higher occupancy during the winter months. Based on the location of our properties with transient RV sites, our portfolio generally produces higher revenues between April and September than between October and March. In the UK segment, vacation rental sites generally produce higher revenues between March and October. The following table presents the seasonality of real property-transient revenue:

Real property - transient revenue (in millions)For the Three Months Ended
YearMarch 31June 30September 30December 31Total
2025$282.810.8%28.8%47.2%13.2%100.0%
2024$296.412.7%27.6%46.6%13.1%100.0%
2023$321.412.4%27.8%47.3%12.5%100.0%

Real Property Operations - Total Portfolio

The following tables reflect certain financial and other information for our real estate operations by segment (in millions, except for statistical information):

Year Ended December 31, 2025Year Ended December 31, 2024
MHRVUKTotalMHRVUKTotal
Revenues
Real property (excluding transient)$1,012.5$337.2$133.3$1,483.0$956.2$318.8$132.2$1,407.2
Real property - transient1.0229.452.4282.81.2249.745.0295.9
Total operating revenues1,013.5566.6185.71,765.8957.4568.5177.21,703.1
Expenses
Property operating expenses321.8280.2105.0707.0314.1275.698.1687.8
Real Property NOI$691.7$286.4$80.7$1,058.8$643.3$292.9$79.1$1,015.3
As of December 31, 2025As of December 31, 2024
MHRVUKTotalMHRVUKTotal
Number of Properties2941665351328716753507
Sites
Sites(1)100,15033,33017,750151,23097,43032,10017,690147,220
Transient sitesN/A23,5503,87027,420N/A24,8304,34029,170
Total100,15056,88021,620178,65097,43056,93022,030176,390
Occupancy97.2%100.0%89.1%96.9%97.3%100.0%89.7%97.0%

N/A = Not applicable.

(1) MH annual sites included 12,518 and 10,923 rental homes in our Rental Program at December 31, 2025 and 2024, respectively. Our investment in occupied rental homes at December 31, 2025 was $921.3 million, an increase of 17.7% from $783.0 million at December 31, 2024.

For the year ended December 31, 2025, the $43.5 million, or 4.3%, increase in Real Property NOI as compared to the same period in 2024, consists of an increase of $56.0 million from Same Property MH, and an increase of $2.7 million from Same Property UK, partially offset by an NOI decrease of $11.1 million, net from properties outside of the Same Property population due to portfolio disposition activity that took place in 2024, primarily driven by the disposition of 10 MH properties for total gross sales proceeds of $349.1 million.

Real Property Operations - North America Same Property Portfolio

In order to evaluate the growth of the Same Property portfolio, management has classified certain items differently than our GAAP statements. The reclassification difference between our GAAP statements and our Same Property portfolio is the reclassification of utility revenues from real property revenue to operating expenses. A significant portion of our utility charges are re-billed to our residents. Additionally, for the UK segment, the amounts in the tables below reflect constant currency for comparative purposes.

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The following tables reflect certain financial and other information for our Same Property MH and RV portfolios as of and for the years ended December 31, 2025 and 2024 (in millions, except for statistical information):

Year Ended December 31,
20252024Total Change% Change(2)
MH(1)RV(1)TotalMH(1)RV(1)TotalMHRVTotal
Same Property Revenues
Real property (excluding transient)$927.4$305.7$1,233.1$865.0$284.4$1,149.4$83.77.2%7.5%7.3%
Real property - transient1.0214.4215.41.1235.5236.6(21.2)(13.7)%(9.0)%(9.0)%
Total Same Property operating revenues928.4520.11,448.5866.1519.91,386.062.57.2%%4.5%
Same Property Expenses
Same Property operating expenses(1)(3)241.5243.3484.8235.2239.0474.210.62.7%1.8%2.2%
Real Property NOI$686.9$276.8$963.7$630.9$280.9$911.8$51.98.9%(1.4)%5.7%
Year Ended December 31,
20242023Total Change% Change(2)
MHRVTotalMHRVTotalMHRVTotal
Same Property Revenues
Real property (excluding transient)$865.6$281.3$1,146.9$810.5$253.3$1,063.8$83.16.8%11.1%7.8%
Real property - transient1.2222.4223.61.3249.9251.2(27.6)(9.2)%(11.0)%(11.0)%
Total Same Property operating revenues866.8503.71,370.5811.8503.21,315.055.56.8%0.1%4.2%
Same Property Expenses
Same Property operating expenses(1)(3)235.2231.3466.5220.1222.8442.923.66.8%3.8%5.3%
Real Property NOI$631.6$272.4$904.0$591.7$280.4$872.1$31.96.7%(2.8)%3.7%

(1) We net certain utilities revenues (which include utility reimbursement revenues from residents) against related utility expenses in property operating expenses as follows (in millions):

Year Ended December 31, 2025Year Ended December 31, 2024
MHRVTotalMHRVTotal
Utility revenue netted against related utility expense$75.3$20.2$95.5$71.5$19.0$90.5
Year Ended December 31, 2024Year Ended December 31, 2023
MHRVTotalMHRVTotal
Utility revenue netted against related utility expense$71.5$18.9$90.4$67.9$18.5$86.4

(2) Percentages are calculated based on unrounded numbers.

(3) Total Same Property operating expenses consist of the following components for the periods shown (in millions), and exclude amounts invested into recently acquired properties to bring them up to our standards.

Year Ended December 31,Year Ended December 31,
20252024Change% Change(3)20242023Change% Change(3)
Payroll and benefits$141.2$142.2$(1.0)(0.7)%$139.8$144.6$(4.8)(3.3)%
Real estate taxes99.793.06.77.2%92.786.46.37.3%
Supplies and repairs76.374.32.02.8%73.262.910.316.4%
Utilities72.669.13.55.0%67.263.63.65.7%
Legal, state / local taxes, and insurance44.044.7(0.7)(1.6)%44.445.6(1.2)(2.9)%
Other51.050.90.1(0.3)%49.239.89.423.6%
Total Same Property Operating Expenses$484.8$474.2$10.62.2%$466.5$442.9$23.65.3%

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As of December 31,As of December 31,
2025202420242023
MHRVMHRVMHRVMHRV
Number of Properties1)280156280156283150283150
Sites
MH and Annual RV sites96,46031,43096,68031,01096,64031,07096,37029,400
Transient RV sitesN/M21,560N/M22,550N/M21,620N/M22,710
Total96,46052,99096,68053,56096,64052,69096,37052,110
MH & Annual RV Occupancy
Occupancy(2)98.1%100.0%97.5%100.0%97.6%100.0%97.1%100.0%
Average monthly base rent per site$745$682$708$652$708$654$671$617
% change in monthly base rent(3)5.2%4.6%N/AN/A5.5%6.0%N/AN/A
Rental Program Statistics included in MH:
Number of occupied sites, end of period(4)11,930N/A10,780N/A10,630N/A9,830N/A
Monthly rent per site - MH Rental Program$1,384N/A$1,346N/A$1,344N/A$1,300N/A
% change(4)2.8%N/AN/AN/A3.4%N/AN/AN/A

N/M = Not meaningful. N/A = Not applicable.

(1) Includes one MH property that was sold on December 30, 2025 and therefore included in 2025 full year Same Property results.

(2) Same Property adjusted blended occupancy for MH and RV combined increased to 99.1% at December 31, 2025, from 98.7% at December 31, 2024. The 40 basis point increase was driven by MH expansion fills and the conversion of transient RV sites to annual sites. Same Property blended occupancy for MH and RV was 98.6% at December 31, 2025, an increase of 50 basis points from 98.1% at December 31, 2024. Same Property blended occupancy for MH and RV increased by 160 basis points at 99.0% at December 31, 2024 from 97.4% at December 31, 2023.

(3) Calculated using actual results without rounding.

(4) Occupied rental program sites in Same Property are included in total sites.

Real Property Operations - UK Same Property Portfolio

The following tables reflect certain financial and other information for our Same Property UK portfolio as of and for the years ended December 31, 2025 and 2024 (in millions, except for statistical information):

Year Ended December 31,Year Ended December 31,
20252024% Change(2)20242023% Change(2)
Same Property Revenues
Real property (excluding transient)$109.9$105.74.1%$102.4$95.57.2%
Real property - transient50.046.67.1%44.742.74.8%
Total Same Property operating revenues159.9152.35.0%147.1138.26.5%
Same Property Expenses
Same Property operating expenses(3)78.373.46.6%71.168.43.9%
Real Property NOI(1)$81.6$78.93.5%$76.0$69.89.0%
Number of properties51515151

(1) Same Property results for our UK properties reflect constant currency for comparative purposes. British pound sterling figures in the prior comparative period have been translated at the average exchange rate of $1.3183 USD per GBP, during year ended December 31, 2025. Prior to constant currency adjustments, UK Same Property NOI increased by 7.3% during the year ended December 31, 2025.

(2) Percentages are calculated based on unrounded numbers.

(3) We net certain utility revenues (which include utility reimbursement revenues from residents) against related utility expenses in property operating expenses as follows (in millions):

Year Ended December 31,Year Ended December 31,
2025202420242023
Utility revenue netted against related utility expense$20.3$18.5$17.9$16.8

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As of December 31,As of December 31,
2025202420242023
Number of Properties51515151
Sites
UK16,91016,98016,50016,210
UK Transient3,2703,3803,2103,120
Occupancy(1)89.2%89.7%89.6%90.3%
Average monthly base rent per site$585$562$544$502
% change in monthly base rent(2)4.1%N/A8.4%N/A

(1) Adjusting for recently delivered and vacant expansion sites, Same Property adjusted occupancy decreased by 30 basis points year over year, to 89.7% at December 31, 2025, from 90.0% at December 31, 2024.

(2) Calculated using actual results without rounding.

For the years ended December 31, 2025 and 2024:

•The MH segment's increase in NOI of $56.0 million, or 8.9% when compared to the same period in 2024, is primarily due to an increase in real property (excluding transient) revenue of $62.4 million, or 7.2% and NOI outperformance in our Rental Program. Real property (excluding transient) revenue increased primarily due to a 5.2% increase in monthly base rent.

•The RV segment's decrease in NOI of $4.1 million, or 1.4% when compared to the same period in 2024, is primarily due an increase in Same Property operating expenses of $4.3 million or 1.8% and a decrease in real property transient revenue of $21.1 million or 9.0%, partially offset by an increase in real property (excluding transient) revenue of $21.3 million or 7.5% due to conversions of transient RV sites to annual RV sites. The increase in Same Property operating expenses was primarily due to increases in utilities, real estate taxes, and other expenses.

•The UK segment increase in NOI of $2.7 million, or 3.5% when compared to the same period in 2024 is primarily due to a $4.2 million, or 4.1%, increase in real property (excluding transient) revenue and a $3.4 million, or 7.1%, increase in real property transient revenue; partially offset by an increase in Same Property operating expenses of $4.9 million, or 6.6%. The increase in real property (excluding transient) revenue was primarily due to a 4.1% increase in monthly base rent per site. The increase in Same Property operating expenses was primarily due to increases in payroll wages, utilities, and other expenses.

For the years ended December 31, 2024 and 2023:

•The Same Property data for the comparative period includes all properties that we owned and operated continuously since January 1, 2023, exclusive of ground-up development and redevelopment properties recently completed or under construction, and other properties as determined by management.

•The MH segment's increase in NOI of $39.9 million, or 6.7% when compared to the same period in 2023, is primarily due to an increase in real property (excluding transient) revenue of $55.1 million, or 6.8%. Real property (excluding transient) revenue increased due to a 5.5% increase in monthly base rent.

•The RV segment's decrease in NOI of $8.0 million, or 2.8% when compared to the same period in 2023, is primarily due to a decrease in real property transient revenue of $27.5 million, or 11.0%, and an increase in Same Property operating expenses of $8.5 million or 3.8%, partially offset by an increase in real property (excluding transient) revenue of $28.0 million or 11.1%. The increase in Same Property operating expenses was primarily due to an increase in supplies and repairs expense and other expenses. The increase in real property (excluding transient) revenue was primarily due to a 6.0% increase in monthly base rent and conversions of transient RV sites to annual RV sites.

•The UK segment increase in NOI of $6.2 million, or 9.0%, when compared to the same period in 2023, is primarily due to a $6.9 million, or 7.2%, increase in real property (excluding transient) revenue partially offset by an increase in Same Property operating expenses of $2.7 million, or 3.9%. The increase in real property (excluding transient) revenue was primarily due to an 8.4% increase in monthly base rent per site.

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Home Sales Summary

We sell new and pre-owned homes to current and prospective residents and customers in our communities. This inventory is purchased from manufacturers, lenders, dealers, and former residents or customers.

The following table reflects certain financial and statistical information for our home sales program (in millions, except for average selling prices and other information):

Year Ended December 31,
20252024Change% Change
Financial Information
North America
Home sales$140.4$181.1$(40.7)(22.5)%
Home cost and selling expenses120.1145.7(25.6)(17.6)%
NOI$20.3$35.4$(15.1)(42.7)%
NOI margin %14.5%19.5%(5.0)%
UK
Home sales$193.4$188.8$4.62.4%
Home cost and selling expenses143.7127.416.312.8%
NOI$49.7$61.4$(11.7)(19.1)%
NOI margin %25.7%32.5%(6.8)%
Total
Home sales$333.8$369.9$(36.1)(9.8)%
Home cost and selling expenses263.8273.1(9.3)(3.4)%
NOI$70.0$96.8$(26.8)(27.7)%
NOI margin %21.0%26.2%(5.2)%
Other information
Units Sold:
North America1,5642,001(437)(21.8)%
UK2,8032,948(145)(4.9)%
Total home sales4,3674,949(582)(11.8)%
Average Selling Price:
North America$89,770$90,505$(735)(0.8)%
UK$68,998$64,043$4,9557.7%

NOI - North America

For the year ended December 31, 2025, the 42.7% decrease in NOI is primarily driven by a 21.8% decrease in total home sales volume as compared to the same period in 2024, primarily driven by fewer available sites in conjunction with reduced expansion and development activity.

NOI - UK

For the year ended December 31, 2025, the 19.1% decrease in NOI is primarily driven by a 6.8% decrease in NOI margin and a 4.9% decrease in total home sales volume, partially offset by a 7.7% increase in average selling price, as compared to the same period in 2024, primarily driven by increased competition in the region and changes in the mix of homes sold.

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Other Items - Statements of Operations(1)

The following table summarizes other income and expenses (amounts in millions):

Year Ended December 31,
20252024Change% Change
Other Revenues
Ancillary, net$28.0$23.6$4.418.6%
Interest$48.5$20.1$28.4141.3%
Brokerage commissions and other, net$24.0$34.9$(10.9)(31.2)%
Other Expenses
General and administrative expense$236.7$230.5$6.22.7%
Catastrophic event-related charges, net$1.2$23.6$(22.4)(94.9)%
Depreciation and amortization$507.9$490.5$17.43.5%
Asset impairments$386.7$66.7$320.0479.8%
Goodwill impairment$$180.8$(180.8)(100.0)%
Loss on extinguishment of debt$104.0$1.4$102.6N/M
Interest$221.0$350.3$(129.3)(36.9)%
Other Items
Gain / (loss) on foreign currency exchanges$26.7$(25.8)$52.5N/M
Gain on dispositions of properties$5.1$202.9$(197.8)(97.5)%
Other income / (expense), net$133.9$(6.8)$140.7N/M
Loss on remeasurement of notes receivable$(1.6)$(36.4)$34.8(95.6)%
Income from nonconsolidated affiliates$16.4$9.5$6.972.6%
Gain / (loss) on remeasurement of investment in nonconsolidated affiliates$(0.9)$6.6$(7.5)N/M
Current tax expense$(10.8)$(3.6)$(7.2)200.0%
Deferred tax benefit$60.0$39.6$20.451.5%
Income from discontinued operations, net$1,429.6$74.2$1,355.4N/M
Preferred return to preferred OP units / equity interests$12.6$12.8$(0.2)(1.6)%
Income attributable to noncontrolling interests$56.4$5.3$51.1N/M

(1)Only items determined by management to be material, of interest, or unique to the periods disclosed above are explained below.

N/M = Percentage change is not meaningful.

Interest income - for the year ended December 31, 2025, increased due to the interest earned on our increased cash balances driven by proceeds received from the Safe Harbor Sale.

Brokerage commissions and other, net - for the year ended December 31, 2025, decreased primarily due to decreased business interruption insurance proceeds received as compared to the prior year. Refer to Note 15, "Commitments and Contingencies," in our accompanying Consolidated Financial Statements for additional information.

Catastrophic event-related charges, net - for the year ended December 31, 2025, decreased primarily due to asset impairment and debris removal charges, net of insurance recoveries in the prior year, driven by Hurricanes Helene and Milton, and flooding at an RV community in New Hampshire.

Asset impairments - for the year ended December 31, 2025, increased due to asset impairment charges at 22 properties, primarily within the RV and UK segments, driven by, in certain cases, a change in strategic plan for the properties, and in other cases, a decrease in projected future cash flows for the properties. Refer to Note 14, "Fair Value Measurements," in our accompanying Consolidated Financial Statements for additional information.

Goodwill impairment - there were no goodwill impairment charges for the year ended December 31, 2025, as compared to goodwill impairment charges of $180.8 million in the prior year, driven by declines in the fair value of our Park Holidays reporting unit within the UK reporting segment. Refer to Note 5, "Goodwill and Other Intangible Assets," in our accompanying Consolidated Financial Statements for additional information.

Loss on extinguishment of debt - for the year ended December 31, 2025, increased primarily due to the recognition of early extinguishment premiums of $102.4 million in the current year, due to the settlement of $3.3 billion of debt obligations using proceeds generated from the Safe Harbor Sale. Refer to Note 7, "Debt and Line of Credit," in our accompanying Consolidated Financial Statements for additional information.

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Interest expense - for the year ended December 31, 2025, decreased primarily due to the settlement of $3.3 billion in debt obligations using proceeds generated from the Safe Harbor Sale. Refer to Note 7, "Debt and Line of Credit," in our accompanying Consolidated Financial Statements for additional information.

Gain / (loss) on foreign currency exchanges - for the year ended December 31, 2025, was a gain of $26.7 million, as compared to a loss of $25.8 million during the same period in 2024, primarily due to a gain of $14.4 million from the settlement of six foreign currency forward swaps, as well as the weakening of the U.S. dollar versus the British pound sterling. Refer to Note 13, "Derivative Financial Instruments," in our accompanying Consolidated Financial Statements for additional information.

Gain on dispositions of properties - for the year ended December 31, 2025, was a gain of $5.1 million, as compared to a gain of $202.9 million during the same period in 2024, driven by property dispositions in each period. Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional information.

Other income / (expense), net - for the year ended December 31, 2025, was income of $133.9 million, as compared to an expense of $6.8 million during the same period in 2024, primarily due to a gain of $68.5 million from an insurance settlement, and long-term lease termination gains of $51.8 million from the repurchase of titles to 32 UK properties previously controlled via ground leases. Refer to Note 15, "Commitments and Contingencies," and Note 16, "Leases," in our accompanying Consolidated Financial Statements for additional information.

Loss on remeasurement of notes receivable - for the year ended December 31, 2025, decreased, primarily due to a fair value adjustment loss of $35.2 million in the prior year related to the sale of a portfolio of RV communities. Refer to Note 4, "Notes and Other Receivables," in our accompanying Consolidated Financial Statements for additional information.

Deferred tax benefit - for the year ended December 31, 2025, increased due to a tax benefit related to the sale of a UK land development parcel. Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional information.

Income from discontinued operations, net - for the year ended December 31, 2025, increased due to a total gain of $1.5 billion recognized from the closing of the Safe Harbor Sale in the current period.

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RECONCILIATION OF NET INCOME / (LOSS) ATTRIBUTABLE TO SUI COMMON SHAREHOLDERS TO FFO

The following table reconciles Net income / (loss) attributable to SUI common shareholders to FFO (in millions, except for per share amounts):

Year Ended December 31,
202520242023
Net Income / (Loss) Attributable to SUI Common Shareholders$1,361.2$89.0$(213.3)
Adjustments
Depreciation and amortization - continuing operations501.0487.6491.7
Depreciation and amortization - discontinued operations36.2189.9165.5
Depreciation on nonconsolidated affiliates0.80.50.2
Asset impairments - continuing operations386.766.75.6
Asset impairments - discontinued operations2.34.74.5
Goodwill impairment180.8369.9
Loss on remeasurement of marketable securities16.0
(Gain) / loss on remeasurement of investment in nonconsolidated affiliates0.9(6.6)4.2
Loss on remeasurement of notes receivable1.636.4106.7
Loss on remeasurement of Collateralized Receivables and Secured Borrowings0.4
Gain on dispositions of properties, including tax effect - continuing operations(5.5)(203.6)(8.9)
Gain on dispositions of properties, including tax effect - discontinued operations(1,460.6)
Add: Returns on preferred OP units12.412.812.3
Add: Income / (loss) attributable to noncontrolling interests56.45.3(8.1)
Gain on disposition of assets, net(14.9)(27.1)(38.0)
FFO Attributable to SUI Common Shareholders and Convertible Securities(1)(5)$878.5$836.4$908.7
Adjustments
Business combination expense - continuing operations3.0
Business combination expense - discontinued operations0.4
Acquisition and other transaction costs - continuing operations(2)19.816.022.8
Acquisition and other transaction costs - discontinued operations(2)63.83.62.5
Loss on extinguishment of debt104.01.4
Catastrophic event-related charges, net - continuing operations1.223.6(3.4)
Catastrophic event-related charges, net - discontinued operations3.57.2
Loss of earnings - catastrophic event-related charges, net(3)5.63.42.1
Accelerated deferred compensation amortization7.71.21.6
(Gain) / loss on foreign currency exchanges(26.7)25.80.3
Deferred tax benefit(60.0)(39.6)(22.9)
Long term lease termination (gains) / losses(51.4)1.14.0
Long term lease termination losses - discontinued operations0.4
Gain on insurance settlement(68.5)
Other adjustments, net - continuing operations(4)(7.1)20.1(10.3)
Other adjustments, net - discontinued operations(4)5.4(10.0)(0.2)
Core FFO Attributable to SUI Common Shareholders and Convertible Securities(1)(5)$872.3$886.9$915.8
Weighted Average Common Shares and OP Units Outstanding(1)130.7130.2128.9
FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities Per Share(1)(5)$6.72$6.42$7.05
Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities Per Share(1)(5)$6.68$6.81$7.10

(1)Assumes full conversion of all equity participating units, including common and preferred OP units, into our common stock, and has no material impact on previously reported results.

(2)These costs represent (i) nonrecurring integration expenses associated with acquisitions during the years ended December 31, 2025, 2024, and 2023 (ii) costs associated with potential acquisitions that will not close, (iii) expenses incurred to bring recently acquired properties up to our operating standards, including items such as tree trimming and painting costs that do not meet our capitalization policy. Acquisition and other transaction costs - discontinued operations primarily represent non-recurring costs directly attributable to the Safe Harbor Sale.

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(3)Loss of earnings - catastrophic event-related charges, net include the following:

Year Ended December 31,
202520242023
Hurricane Ian - Estimated loss of earnings in excess of the applicable business interruption deductible$12.0$19.2$21.9
Hurricane Ian - Insurance recoveries realized for previously estimated loss of earnings(9.9)(16.3)(19.7)
Hurricane Ian - Recognition of deferred lump sum insurance settlement3.1
Other catastrophic weather event - Estimated loss of earnings in excess of the applicable business interruption deductible, net0.41.8(0.1)
Other catastrophic weather event - Insurance recoveries realized for previously estimated loss of earnings(1.3)
Loss of earnings - catastrophic event-related charges, net$5.6$3.4$2.1

During the three months ended December 31, 2025, we received a settlement of $80.2 million from an insurance provider to settle all claims related to property, casualty, flood, and business interruption insurance recoveries from Hurricane Ian. We concluded that $36.5 million of the total settlement pertained to business interruption recoveries through 2027, which we recorded as a contingent gain per Accounting Standards Codification ("ASC") 450. To better reflect the underlying economics of the transaction, we have elected to defer the business interruption recovery gain and recognize revenue ratably through 2027 for our presentation of Core FFO.

(4)Other adjustments, net - continuing operations primarily relates to (i) derivative settlement activity during the year ended December 31, 2025, (ii) litigation activity during the years ended December 31, 2024 and 2023, (iii) ERP implementation costs during the years ended December 31, 2025 and 2024, (iv) gain on sale of investment in nonconsolidated affiliates during the years ended December 31, 2025 and 2023, and (v) insurance loss recovery expense and severance costs during the year ended December 31, 2024. Other adjustments, net - discontinued operations primarily relates to contingent consideration expense during the year ended December 31, 2025 and litigation settlement gains during the year ended December 31, 2024.

(5)FFO and Core FFO include discontinued operations activity of $7.4 million or $0.06 per Share, and $76.4 million or $0.58 per Share, respectively, during the year ended December 31, 2025, $268.7 million or $2.06 per Share, and $266.3 million or $2.05 per Share, respectively, during the year ended December 31, 2024, and $252.3 million, or $1.96 per share, and $262.2 million or $2.03 per share, respectively, during the year ended December 31, 2023.

LIQUIDITY AND CAPITAL RESOURCES

Short-term Liquidity

Our principal short-term liquidity demands are expected to consist of distributions to our shareholders and the unit holders of the Operating Partnership through cash distributions and share repurchases, property acquisitions, development and expansion of our properties, capital improvement of our properties, and the purchase of new and pre-owned homes. We intend to meet our short-term liquidity requirements through available cash balances, cash flow generated from operations, draws on our senior credit facility, and the use of debt and equity offerings under our shelf registration statement.

We take a disciplined approach to selecting the optimal mix of financing sources to meet our liquidity demands and minimize our overall cost of capital. During the year ended December 31, 2025, we completed the closing of the Safe Harbor Sale for total net cash proceeds of $5.5 billion and recorded a gain on sale of $1.5 billion. The Safe Harbor Sale accelerates our strategy of focusing on our core business and significantly enhances our leverage profile and financial flexibility. We have deployed the cash proceeds from the Safe Harbor Sale to implement a balanced, tax-efficient capital allocation plan aimed at optimizing shareholder value through significantly lower leverage, greater financial flexibility to drive sustainable cash flow growth, and a thoughtful capital return strategy. We intend to maintain our strong financial position and lower leverage profile by focusing on our core fundamentals, which are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs.

Since our initial public offering in 1993, we have demonstrated operational reliability and cash flow strength throughout economic cycles. Our current objectives include streamlining our operations with an emphasis on our reliable real property income. We are positioned for ongoing organic growth with expected rental rate increases, occupancy gains, and expense management. In 2026, we continue to expect rental rate growth that exceeds headline inflation with ongoing focus on expense management to continue generating strong organic cash flow growth.

In connection with cash proceeds generated from the Safe Harbor Sale, through December 31, 2025, we initiated the following capital allocation decisions:

•Repaid approximately $3.3 billion of debt, including $1.6 billion of outstanding borrowings under our senior credit facility, as well as $737.7 million in secured mortgage debt, and $956.5 million in unsecured notes, inclusive of prepayment costs.

•Returned capital to shareholders, including the payment of a special cash distribution of $4.00 per share, totaling $521.3 million, the repurchase of 4.3 million shares of our common stock at an average cost of $125.62 per share for a total of $539.1 million, and a 10.6% increase to our regular cash distribution, to $1.04 per share.

•Targeted reinvestment in strategic growth by acquiring 11 MH properties and three RV properties for total cash consideration of $457.0 million, which was primarily sourced from 1031 exchange escrow accounts to minimize the tax impact from the Safe Harbor Sale. Refer to the "Acquisitions, Dispositions, Development, and Expansion Activities" section below for acquisitions that closed subsequent to December 31, 2025.

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•Repurchased the titles to all 32 UK properties that were previously controlled via ground leases for total cash payments of $386.8 million, inclusive of fees and recoverable VAT taxes.

Refer to Part I, Item 1. "Business - Safe Harbor Sale," and Note 2, "Assets Held for Sale and Discontinued Operations," for additional details related to the Safe Harbor Sale. Refer to Note 16, "Leases," for additional details related to the UK long-term lease terminations.

Subject to market conditions, we intend to selectively identify opportunities to acquire existing properties and expand our development pipeline. We finance acquisitions through available cash, secured financing, draws on our senior credit facility, the assumption of existing debt on properties, and the issuance of debt and equity securities. As of December 31, 2025, we had allocated restricted cash of $57.2 million into 1031 exchange escrow accounts to fund potential future MH and RV acquisitions. Given the higher interest rate environment, we continue to selectively pursue acquisition and development opportunities that meet our underwriting criteria. Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional details on acquisitions and dispositions completed to date.

Capital Expenditures (excluding Acquisition Costs)

Our capital expenditure activity is summarized as follows (in millions):

Year Ended December 31,
20252024
Recurring Capital Expenditures$69.8$68.0
Non-Recurring Capital Expenditures and Related Activities
Lot modifications40.137.2
Growth projects14.816.3
Rebranding0.53.1
Capital improvements to recent acquisitions15.124.2
Expansion and development100.6123.0
Rental program194.4177.5
Other25.620.3
Total Non-Recurring Capital Expenditure and Related Activities391.1401.6
Total Capital Expenditure and Related Activities$460.9$469.6

Recurring Capital Expenditures

Property recurring capital expenditures are necessary to maintain asset quality, including purchasing and replacing items used to operate the communities. Recurring capital expenditures at our MH, RV, and UK properties include major road, driveway and pool improvements; clubhouse renovations; adding or replacing streetlights; playground equipment; signage; maintenance facilities; manager housing; and property vehicles. The minimum capitalized amount is one thousand dollars.

Non-Recurring Capital Expenditures and Related Activities

Lot modifications - consist of expenditures incurred to modify the foundational structures required to set a new home after a previous home has been removed. These expenditures are necessary to create a revenue stream from a new site renter and often improve the quality of the community. Other lot modification expenditures include land improvements added to annual RV sites to aid in the conversion of transient RV guests to annual contracts.

Growth projects - consist of revenue generating or expense reducing activities at the properties. These include, but are not limited to, utility efficiency and renewable energy projects, site or amenity upgrades such as the addition of a garage or shed, and other special capital projects that substantiate an incremental rental increase.

Rebranding - includes new signage at our RV communities and the costs of building an RV mobile application and updated website.

Capital improvements to recent acquisitions - often require 24 to 36 months to complete after closing and include upgrading clubhouses; landscaping; new street light systems; new mail delivery systems; pool renovations including larger decks, heaters and furniture; new maintenance facilities; lot modifications; and new signage including main signs and internal road signs.

Expansion and development expenditures - consist primarily of construction costs such as roads, activities, and amenities, and costs necessary to complete site improvements, such as driveways, sidewalks, and landscaping at our MH, RV, and UK communities. Expenditures also include costs to rebuild after damage has been incurred at our properties.

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Rental program - consists of investment in the acquisition of homes intended for the rental program and the purchase of vacation rental homes at our RV communities. Expenditures for these investments depend upon the condition of the markets for repossessions and new home sales, rental homes, and vacation rental homes.

Cash Flow Activities

Our cash flow activities from continuing operations are summarized as follows (in millions):

Year Ended December 31,
202520242023
Net Cash Provided By Operating Activities$808.0$610.3$549.9
Net Cash Used For Investing Activities$(602.9)$(42.6)$(700.5)
Net Cash Provided By / (Used For) Financing Activities$372.2$(547.3)$103.5

Cash, cash equivalents and restricted cash increased by $579.0 million from $57.1 million as of December 31, 2024, to $636.1 million as of December 31, 2025.

Operating activities - Net cash provided by operating activities increased by $197.7 million to $808.0 million for the year ended December 31, 2025, compared to $610.3 million for the year ended December 31, 2024. The increase in operating cash flow was primarily due to growth in Same Property operating performance at our MH and UK properties and a reduction in interest expense of $129.3 million in the current period due to the settlement of $3.3 billion in debt obligations using proceeds generated from the Safe Harbor Sale, partially offset by reduced operating performance at our RV properties during the year ended December 31, 2025, as compared to the corresponding period in 2024.

Our net cash flows provided by operating activities from continuing operations may be adversely impacted by, among other things:

•the market and economic conditions in our current markets generally, and specifically in the metropolitan areas of our current markets;

•lower occupancy and rental rates of our properties;

•increases in other operating costs, such as wage and benefit costs, supplies and repairs, real estate taxes, and utilities;

•substantial increases in insurance premiums;

•decreased sales of manufactured homes;

•current volatility in economic conditions and the financial markets; and

•the effects of outbreaks of disease and related restrictions on business operations.

See "Risk Factors" in Part I, Item 1A in this Annual Report on Form 10-K.

Investing activities - Net cash used for investing activities increased by $560.3 million to $602.9 million for the year ended December 31, 2025, compared to $42.6 million for the year ended December 31, 2024. The increase in Net cash used for investing activities was primarily driven by an increase in cash deployed to acquire properties and a decrease in cash proceeds received from disposition activity during the year ended December 31, 2025 as compared to the corresponding period in 2024.

Financing activities - Net cash provided by financing activities was $372.2 million for the year ended December 31, 2025, compared to net cash used for financing activities of $547.3 million for the year ended December 31, 2024. The change in Net cash provided by / (used for) financing activities was primarily driven by a net capital transfer of $5.5 billion from Safe Harbor to the Company in conjunction with the Safe Harbor Sale, partially offset by an increase in cash deployed to settle debt obligations and distribute cash to shareholders through share repurchases and a special cash distribution paid in May 2025 during the year ended December 31, 2025 as compared to the corresponding period in 2024. Refer to Note 7, "Debt and Line of Credit" and Note 8, "Equity and Temporary Equity," in our accompanying Consolidated Financial Statements for additional information.

Our cash flow from discontinued activities are summarized as follows (in millions):

Year Ended December 31,
202520242023
Net cash provided by operating activities - discontinued operations$56.2$250.7$240.6
Net cash provided by / (used for) investing activities - discontinued operations$5,528.7$(224.8)$(219.0)
Net cash used for financing activities - discontinued operations$(5,591.6)$(24.3)$(23.2)

Cash, cash equivalents and restricted cash for discontinued operations decreased by $6.8 million from $6.8 million as of December 31, 2024, to zero as of December 31, 2025.

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Operating activities - Net cash provided by operating activities for discontinued operations decreased by $194.5 million to $56.2 million for the year ended December 31, 2025, compared to $250.7 million for the year ended December 31, 2024. The decrease in net cash provided by operating activities for discontinued operations was due to the closing of the Safe Harbor Sale during the year ended December 31, 2025 as compared to the corresponding period in 2024.

Investing activities - Net cash provided by investing activities for discontinued operations was $5.5 billion for the year ended December 31, 2025, compared to net cash used for investing activities for discontinued operations of $224.8 million for the year ended December 31, 2024. The change in Net cash provided by / (used for) investing activities for discontinued operations is driven by cash proceeds received from the closing of the Safe Harbor Sale.

Financing activities - Net cash used for financing activities for discontinued operations increased by $5.6 billion to $5.6 billion for the year ended December 31, 2025, compared to $24.3 million for the year ended December 31, 2024. The increase in net cash used for financing activities for discontinued operations is due to the net capital transfer of $5.6 billion from Safe Harbor to the Company in conjunction with the Safe Harbor Sale.

Refer to the Consolidated Statements of Cash Flows for detail on the net cash used for financing activities for discontinued operations during the year ended December 31, 2025 and 2024. Refer to Note 2, "Assets Held for Sale and Discontinued Operations," in our accompanying Consolidated Financial Statements for additional information.

The absence of future cash flows from discontinued operations is not expected to significantly impact our liquidity, as the cash proceeds from the Safe Harbor Sale have been allocated to pay down debt, which will generate annualized interest expense savings, and to reinvest in our core MH and RV segments.

We are exposed to interest rate variability associated with potential floating rate debt and any maturing debt that has to be refinanced. Interest rate movements impact our borrowing costs and, while as of December 31, 2025, 100% of our total debt was fixed rate financing, increases in interest costs have the potential to adversely affect our financial results.

Equity and Debt Activity

At the Market Offering Sales Agreement

We have entered into an At the Market Offering Sales Agreement (the "ATM") with certain sales agents and forward sellers pursuant to which we may sell, from time to time, up to an aggregate gross sales price of $1.25 billion of our common stock. Through December 31, 2025, we had entered into and settled forward sales agreements under the ATM for an aggregate gross sales price of $524.8 million, leaving $725.2 million available for sale under the ATM.

Senior Unsecured Notes

The following table sets forth certain information regarding our senior unsecured notes (in millions, except for statistical information). All senior unsecured notes include interest payments on a semi-annual basis in arrears.

Carrying Amount at December 31,
Principal Amount20252024
5.5% notes, issued in January 2024 and due in January 2029 (the "2029 Notes")$500.0$$496.2
5.7% notes, issued in January 2023 and due in January 2033 (the "2033 Notes")400.0396.1
4.2% notes, issued in April 2022 and due in April 2032600.0594.1593.2
2.3% notes, issued in October 2021 and due in November 2028450.0448.1447.4
2.7% notes, issued in June 2021 and October 2021, and due in July 2031750.0744.3743.4
Total$2,700.0$1,786.5$2,676.3

During the three months ended June 30, 2025, we redeemed the aggregate principal amount of $900.0 million on the 2029 Notes and the 2033 Notes using cash proceeds generated from the Safe Harbor Sale (the "2029 and 2033 Note Redemptions"). In accordance with the terms of each series of Notes, the redemption price was inclusive of a customary make-whole premium and accrued and unpaid interest. As a result, during the three months ended June 30, 2025, we recorded charges of $56.5 million to Loss on extinguishment of debt on the Consolidated Statements of Operations in connection with early extinguishment premiums on the 2029 and 2033 Note Redemptions. Refer to Note 13, "Derivative Financial Instruments," for cash flow hedge activity resulting from the redemptions.

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The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on our senior unsecured notes are guaranteed on a senior basis by Sun Communities, Inc. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company. Under Rule 3-10 of Regulation S-X, as amended, subsidiary issuers of obligations guaranteed by its parent company are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company's consolidated financial statements, the parent guarantee is "full and unconditional" and, subject to certain exceptions, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), we have excluded the summarized financial information for the Operating Partnership as the assets, liabilities, and results of operations of the Operating Partnership are not materially different from the corresponding amounts presented in our consolidated financial statements and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

New Credit Agreement

In September 2025, we entered into a credit agreement (the "New Credit Agreement"). Pursuant to the New Credit Agreement, we may borrow up to $2.0 billion under a senior credit facility consisting of a revolving loan. The New Credit Agreement also permits, subject to the satisfaction of certain conditions, additional borrowings of $1.0 billion. The senior credit facility’s maturity date is January 31, 2030, and, at our option, may be extended for two additional six-month periods subject to the satisfaction of certain conditions. As of December 31, 2025, there were no borrowings under the senior credit facility.

Refer to Note 7, "Debt and Line of Credit," for additional information.

Financial Covenants

Pursuant to the terms of the senior credit facility, we are subject to various financial and other covenants. The most restrictive financial covenants for the senior credit facility are as follows:

Covenant(1)RequirementAs of December 31, 2025
Maximum leverage ratio65.0%18.6%
Minimum fixed charge coverage ratio1.403.66
Maximum secured leverage ratio40.0%10.3%

(1) As of December 31, 2025, we did not have any borrowings outstanding under the senior credit facility.

In addition, we are required to maintain the following covenants with respect to the senior unsecured notes payable:

CovenantRequirementAs of December 31, 2025
Total debt to total assets≤60.0%27.0%
Secured debt to total assets≤40.0%15.6%
Consolidated income available for debt service to debt service≥1.506.95
Unencumbered total asset value to total unsecured debt≥150.0%700.7%

As of December 31, 2025, we were in compliance with the above covenants and do not anticipate that we will be unable to meet these covenants in the near term.

Long-term Financing and Capital Requirements

Long-term Financing

We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, expansion and development of properties, other nonrecurring capital improvements, and Operating Partnership unit redemptions through long-term unsecured and secured debt, and the issuance of certain debt or equity securities, subject to market conditions. If current market and economic conditions, including relating to, among other things, interest rates, currency fluctuations, equity valuations, and inflation, continue or worsen, our ability to obtain debt and equity capital in the long term on attractive terms may be adversely affected.

As of December 31, 2025 we had unrestricted cash on hand of $569.6 million, $2.0 billion of remaining capacity on the senior credit facility, and a total of 403 unencumbered MH, RV, and UK properties.

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From time to time, we may also issue shares of our capital stock, issue equity units in our Operating Partnership, issue unsecured notes, obtain other debt financing, or sell selected assets. Our ability to finance our long-term liquidity requirements in such a manner will be affected by numerous economic factors affecting the MH and RV industries at the time, including the availability and cost of mortgage debt, our financial condition, the operating history of the properties, the state of the debt and equity markets, and the general national, regional, and local economic conditions. When it becomes necessary for us to approach the credit markets, the volatility in those markets could make borrowing more difficult to secure, more expensive, or effectively unavailable. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing unsecured debt as maturities become due. Refer to "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K. If we are unable to obtain additional debt or equity financing on acceptable terms, our business, results of operations and financial condition would be adversely impacted.

As of December 31, 2025, our debt has a weighted average interest rate of 3.38% and a weighted average maturity of 7.1 years.

Capital Requirements

Our capital requirements as of December 31, 2025 include both short and long-term obligations:

Our primary long-term liquidity needs are principal payments on outstanding debt as summarized in the table below:

Payments Due By Period (in millions)
Outstanding Debt(1)Total DueShort-term Obligation ≤1 YearLong-term Obligation After 1 YearRefer to
Principal payments on long-term debt$4,278.0$534.8$3,743.2Note 7. Debt and Line of Credit
Interest expense(2)972.9147.2825.7
Operating leases97.75.692.1Note 16. Leases
Finance lease41.30.940.4Note 16. Leases
Total Outstanding Debt$5,389.9$688.5$4,701.4

(1)Our outstanding debt in this table excludes debt premiums, discounts, deferred financing costs, and fair value adjustments, as applicable.

(2)Our obligations related to interest expense are calculated based on the current debt levels, rates, and maturities as of December 31, 2025 (including finance leases), and actual payments required in future periods may be different than the amounts included above. Perpetual securities include one year of interest expense for payment due after five years.

Certain of our nonconsolidated affiliates, which are accounted for under the equity-method of accounting, have incurred debt. We have not guaranteed the debt of our nonconsolidated affiliates in the arrangements referenced below, nor do we have any obligations to fund this debt should the nonconsolidated affiliates be unable to do so. Refer to Note 6, "Investments in Nonconsolidated Affiliates," in the accompanying Consolidated Financial Statements for additional information about these entities.

GTSC - GTSC maintains a warehouse line of credit with a maximum borrowing capacity of $275.0 million. As of December 31, 2025 and 2024, the aggregate carrying amount of debt, including both our and our partner's share, incurred by GTSC was $213.0 million (of which our proportionate share is $85.2 million), and $242.9 million (of which our proportionate share is $97.1 million), respectively. The debt bears interest at a variable rate based on a Commercial Paper or adjusted SOFR plus a margin ranging from 1.65% to 2.5% per annum and matures on December 15, 2026.

Sungenia JV - Sungenia maintains a debt facility agreement with a maximum borrowing capacity of $54.1 million Australian dollars, or $36.1 million converted at the December 31, 2025 exchange rate. As of December 31, 2025 and 2024, the aggregate carrying amount of the debt, including both our and our partners' share, incurred by Sungenia JV was $20.8 million (of which our proportionate share is approximately $10.4 million), and $25.0 million (of which our proportionate share is $12.5 million), respectively. The debt bears interest at a variable rate based on the Australian BBSY rate plus a margin ranging from 0.95% to 1.4%, subject to adjustment for additional future commitments, per annum and matures on June 30, 2027.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Consolidated Financial Statements are prepared in accordance with US GAAP, which require the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods. Refer to Note 1, "Significant Accounting Policies," in our accompanying Consolidated Financial Statements for additional information regarding our significant accounting policies.

Impairment of Long-lived Assets

We review the carrying value of long-lived assets to be held for use for impairment quarterly or whenever events or changes in circumstances indicate a possible impairment. Future events could occur which would cause us to conclude that impairment indicators exist, and significant adverse changes in national, regional, or local market conditions or trends may cause us to change the estimates and assumptions used in our impairment analysis. The results of an impairment analysis could be material to our financial statements. Our primary indicators for potential impairment include a reduction in projected future cash flows and deteriorating NOI trends period over period. Circumstances that may prompt a test of recoverability may include a significant decrease in the anticipated market price, an adverse change to the extent or manner in which an asset may be used or in its physical condition, or other events that may significantly change the value of the long-lived asset. Any adverse change in these factors could cause an impairment in our assets, including our investment in real estate.

An impairment loss is recognized when a long-lived asset's carrying value is not recoverable and exceeds estimated fair value. We estimate the fair value of our long-lived assets based on discounted future cash flows and any potential disposition proceeds for a given asset. Forecasting cash flows requires management to make estimates and assumptions about such variables as the estimated holding period, rental rates, occupancy, development and operating expenses during the holding period, as well as capitalization rates. Management uses its best judgment when developing these estimates and assumptions.

During the years ended December 31, 2025 and 2024, we recognized long-lived asset impairment charges of $386.7 million and $66.7 million, respectively. The asset impairment charges were primarily driven by a contemplated change in strategic plan and deteriorating cash flow and NOI trends pertaining to certain RV and UK properties. Refer to Note 14, "Fair Value Measurements," for additional information regarding these non-recurring fair value measurements.

Impact of New Accounting Standards

Refer to Note 18, "Recent Accounting Pronouncements," in our accompanying Consolidated Financial Statements for information regarding new accounting pronouncements.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000912593-25-000086.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-28. Report date: 2024-12-31.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and accompanying footnotes thereto included in this Annual Report on Form 10-K. In addition to the results presented in accordance with GAAP below, we have provided NOI and FFO information as supplemental performance measures. Refer to Non-GAAP Financial Measures in this Item 7 for additional information.

OVERVIEW AND OUTLOOK

We are a fully integrated REIT. As of December 31, 2024, we owned and operated, directly or indirectly, or had an interest in, a portfolio of 645 developed properties located in the U.S., Canada, and the UK including 288 MH communities, 166 RV communities, 138 marinas and 53 UK communities.

We have been in the business of acquiring, operating, developing and expanding MH and RV communities since 1975, marinas since 2020, and communities in the UK since 2022. We lease individual parcels of land, or sites, with utility access for the placement of manufactured homes and RVs to our MH, RV, and UK customers. Our MH communities are designed to offer affordable housing to individuals and families, while also providing certain amenities. In the U.S., we also market, sell, and lease new and pre-owned homes to current and future residents in our MH communities. The rental program operations within our MH communities support and enhance our occupancy levels, property performance, and cash flows. Our RV communities are designed to offer affordable vacation opportunities to individuals and families complemented by a diverse selection of high-quality amenities. The majority of our marinas are concentrated in coastal regions. Our marinas offer wet slip and dry storage space leases, end-to-end service (such as routine maintenance, repair, and winterization), fuel sales, and other high-end amenities. These services and amenities offer convenience and resort-quality experiences to our members and guests. In the UK, our Park Holidays communities are referred to as "holiday parks" and are located predominantly at irreplaceable seaside destinations in the south of England. We provide holiday home sales and associated site license activities to holiday homeowners in our communities.

Historically, a large component of our growth was driven by acquisitions as we opportunistically purchased high-quality MH, RV, Marina, and UK properties. With the benefit of our expanded portfolio, beginning in 2023, we shifted our strategy toward optimizing the value of our existing businesses through achieving strong rental rate growth and operating efficiencies, while still pursuing select new acquisition and expansion opportunities. This strategy continued in 2024 as we determined to divest non-strategic assets and focus on simplification of our operations and capital structure. During the year ended December 31, 2024, we sold 25 properties and three development properties for a total gross sales price of $476.8 million and commenced an internal restructuring initiative. We remain focused on maximizing Real property income, Same Property NOI growth, and Core FFO per share growth, which we believe will enhance long-term shareholder value.

Leadership Change

In November 2024, Gary A. Shiffman informed the Board of his intent to retire as CEO by no later than December 31, 2025. The Board of Directors has established a CEO Succession Planning Committee to conduct a comprehensive search process to identify a new CEO.

Catastrophic Event - Hurricanes Helene and Milton

In September and October 2024, Hurricane Helene and Hurricane Milton, respectively, made landfall in Florida and subsequently impacted several of our properties in the Southeastern and Mid-Atlantic regions of the U.S. During the year ended December 31, 2024, we recognized charges of $13.9 million for debris removal and clean-up at several of our MH and RV communities, and charges of $4.4 million for impaired assets at several of our marinas, which were recorded within Catastrophic event-related charges, net on the Consolidated Statements of Operations. We maintain property, casualty, flood, and business interruption insurance for our properties, subject to customary deductibles and limits.

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EXECUTIVE SUMMARY

2024 General Overview

Key operational and financial highlights included the following:

•Total revenues for 2024 were $3.2 billion, consistent with 2023 total revenues.

•Net income attributable to SUI common shareholders was $89.0 million, as compared to a net loss attributable to SUI common shareholders of $213.3 million in the prior year, driven primarily by Same Property NOI generation and gains on dispositions of assets.

•Achieved annual Core FFO of $6.81 per diluted share and OP unit.

•Achieved Real property Same Property NOI growth of 6.7% for MH, 5.4% for Marina and 9.0% for the UK over 2023. For the RV segment, we experienced a decline in Same Property NOI growth of 2.8%, driven by lower than anticipated real property - transient revenues and an increase in supplies and repair expenses and other expenses.

•Increased Same Property adjusted blended occupancy for MH and RV by 160 basis points to 99.0% as compared to 97.4% in 2023.

•Entered into and settled all outstanding forward sale agreements with respect to 2,713,571 shares of common stock under our At the Market Offering Sales Agreement. Net proceeds of $361.7 million were used to repay borrowings outstanding under our senior credit facility.

•Closed an offering of underwritten senior unsecured notes of $500.0 million for net proceeds of $495.4 million of which a majority of the net proceeds were used to reduce floating-rate debt.

•Completed the disposition of non-strategic properties valued at $476.8 million in aggregate, including an exit from two states.

•Reduced our Net debt / trailing twelve month recurring EBITDA ratio to 6.0x as of December 31, 2024 (from 6.1x in the prior year) and reduced floating rate debt exposure to 8.6% as of December 31, 2024 (from 16.4% as of December 31, 2023).

Property Operations

Occupancy in our MH and annual RV properties, as well as our ability to increase rental rates, directly affect revenues. Our revenue streams are predominantly derived from customers renting our sites on a long-term basis. Our Same Property communities continue to achieve revenue and occupancy increases which drive continued NOI growth. Our Same Property marinas and UK communities achieved revenue increases which contributed to our NOI growth.

Year Ended
Portfolio Information:December 31, 2024December 31, 2023December 31, 2022
Occupancy % - Total Portfolio - MH and Annual RV Occupancy(1)97.0%96.4%96.0%
Occupancy % - Same Property - Adjusted MH and Annual RV Occupancy(1)(2)(3)99.0%97.4%96.6%
Core FFO per share$6.81$7.10$7.35
Real property NOI - Total Portfolio (in millions)$1,305.4$1,249.4$1,151.8
Real property NOI - Same Property (in millions) - MH, RV, and Marina(3)$1,170.3$1,124.8$1,061.9
Real property NOI - Same Property (in millions) - UK$76.0$69.8N/A
Home sales volume - North America2,0012,5653,212
Home sales volume - UK(4)2,9482,8572,343

(1) Occupancy percentage includes annual RV sites and excludes transient RV sites.

(2) Occupancy percentage excludes recently completed but vacant expansion sites.

(3) Same Property is based on the reported year end Same Property count for each respective year.

(4) UK amounts for the year ended December 31, 2022 cover the period from April 8, 2022 (date of acquisition) through December 31, 2022.

Acquisition Activity

During the year ended December 31, 2024, we acquired three marinas and three marina expansion assets with an aggregate of 925 wet slips and dry storage spaces for an aggregate purchase price of approximately $63.8 million. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for details of our acquisition activities.

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Disposition Activity

Management continually evaluates properties within the portfolio for potential disposition opportunities. When a given property no longer fits our desired growth profile, we seek to redeploy capital to properties and geographies fit to provide greater future returns. From time to time, strategic reductions to the portfolio are necessary to reduce exposure to less desirable locations and support our long-term positioning. In 2024, we expanded our disposition program as part of our strategy to focus on simplification of our operations and capital structure.

During the year ended December 31, 2024, we sold 25 communities located in the U.S, Canada, and the U.K., with 6,526 sites for $426.6 million. In addition, we sold three development properties in the U.S. for total consideration of $50.2 million. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for details on the disposition activities.

Markets

Our MH and RV properties are largely concentrated in the U.S. in Florida, Michigan, Texas, and California, which collectively contain 63.9% of our total MH and RV sites. We have expanded our market share in multiple states through acquisitions and increased our property holdings in high-growth areas of the U.S. including retirement and vacation destinations. The age demographic of RV communities is attractive, as the population of retirement age adults in the U.S. is growing. RV communities have become a trending vacation opportunity not only for the retiree population, but as an affordable vacation alternative for families and millennials.

The majority of our marinas are concentrated in coastal regions, and other marinas are located in various inland regions. Our Marina properties are largely concentrated in the U.S. in Florida and California, which collectively contain 23.6% of our total wet slips and dry storage spaces.

Our UK properties are located in irreplaceable coastal destination locations that are a short drive from London and other urban locations. Our UK properties are largely concentrated in England, which contain 93.3% of our total holiday parks.

The following table identifies our largest MH and RV markets by total sites:

December 31, 2024December 31, 2023
Major MarketNumber of PropertiesTotal Sites% of Total SitesNumber of PropertiesTotal Sites% of Total Sites
Florida12745,45029.4%12944,41028.1%
Michigan8533,53021.7%8533,50021.2%
California378,8305.7%378,8005.6%
Texas2910,9107.1%2910,8206.8%
Connecticut162,0001.3%162,0001.3%
Maine153,5302.3%153,5402.2%
Arizona115,0003.2%135,5103.5%
Indiana113,9602.6%124,1802.6%
New Jersey114,0002.6%114,0402.6%
Colorado113,8802.5%113,8902.5%
Virginia103,7102.4%103,4502.2%
New York103,1802.1%102,9401.9%
Other8126,38017.1%9930,92019.5%
Total454154,360100.0%477158,000100.0%

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The following table identifies our largest marina markets by total wet slips and dry storage spaces:

December 31, 2024December 31, 2023
Major MarketNumber of PropertiesWet Slips and Dry Storage Spaces% Wet Slips and Dry Storage SpacesNumber of PropertiesWet Slips and Dry Storage Spaces% Wet Slips and Dry Storage Spaces
Florida215,06010.4%215,20010.8%
California126,44013.2%115,71011.9%
Rhode Island123,4607.1%123,4607.2%
Connecticut123,5807.3%113,3306.9%
New York92,9706.1%93,0206.3%
Maryland92,4004.9%92,4805.2%
Massachusetts92,5405.2%92,5205.2%
Other5422,31045.8%5322,31046.5%
Total13848,760100.0%13548,030100.0%

The following table identifies our holiday park markets in the UK by total sites:

December 31, 2024December 31, 2023
Major MarketNumber of PropertiesTotal Sites% of Total SitesNumber of PropertiesTotal Sites% of Total Sites
England5020,56093.3%4919,61092.0%
Scotland18103.7%41,0605.0%
Wales26603.0%26403.0%
Total5322,030100.0%5521,310100.0%

NON-GAAP FINANCIAL MEASURES

In addition to the results reported in accordance with GAAP in our "Results of Operations" below, we have provided information regarding net operating income ("NOI") and funds from operations ("FFO") as supplemental performance measures. We believe NOI and FFO are appropriate measures given their wide use by and relevance to investors and analysts following the real estate industry. NOI provides a measure of rental operations and does not factor in depreciation, amortization, and non-property specific expenses such as general and administrative expenses. FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation / amortization of real estate assets. In addition, NOI and FFO are commonly used in various ratios, pricing multiples / yields and returns and valuation calculations used to measure financial position, performance and value.

NOI

Total Portfolio NOI - NOI is derived from property operating revenues minus property operating expenses and real estate taxes. NOI is a non-GAAP financial measure that we believe is helpful to investors as a supplemental measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. We use NOI as a key measure when evaluating performance and growth of particular properties and / or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization, interest expense and non-property specific expenses such as general and administrative expenses, all of which are significant costs. Therefore, NOI is a measure of the operating performance of our properties rather than of the Company overall. We believe that NOI provides enhanced comparability for investor evaluation of properties' performance and growth over time.

We believe that GAAP net income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an alternative to GAAP net income (loss) as an indication of our financial performance or GAAP cash flow from operating activities as a measure of our liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. Because of the inclusion of items such as interest, depreciation and amortization, the use of GAAP net income (loss) as a performance measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a parent company level and not at a property level.

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Same Property NOI - This is a management tool used when evaluating the performance and growth of our Same Property portfolio. We define same properties as those we have owned and operated continuously since January 1, 2023. Same properties exclude ground-up development properties, acquired properties and properties sold after December 31, 2022. The Same Property data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions or unique situations. Same Property NOI does not include the revenues and expenses related to home sales, and service, retail, dining and entertainment activities at the properties. We believe that Same Property NOI is helpful to investors as a supplemental comparative performance measure of the income generated from the Same Property portfolio from one period to the next.

FFO

FFO is defined by the National Association of Real Estate Investment Trusts ("Nareit") as GAAP net income (loss), excluding gains (or losses) from sales of certain real estate assets, plus real estate related depreciation and amortization, impairments of certain real estate assets and investments, and after adjustments for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of our operating performance. By excluding gains and losses related to sales of previously depreciated operating real estate assets, real estate related to impairment, and real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not readily apparent from GAAP net income (loss). Management believes the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful.

Core FFO - In addition, we use FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business ("Core FFO").

We believe that FFO and Core FFO provide enhanced comparability for investor evaluations of period-over-period results. We believe that GAAP net income (loss) is the most directly comparable measure to FFO. The principal limitation of FFO is that it does not replace GAAP net income (loss) as a financial performance measure or GAAP cash flow from operating activities as a measure of our liquidity. Because FFO excludes significant economic components of GAAP net income (loss) including depreciation and amortization, FFO should be used as a supplement to GAAP net income (loss) and not as an alternative to it. Furthermore, FFO is not intended as a measure of a REIT's ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO is calculated in accordance with our interpretation of standards established by Nareit, which may not be comparable to FFO reported by other REITs that interpret the Nareit definition differently.

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SUN COMMUNITIES, INC.

RESULTS OF OPERATIONS

Summary Statements of Operations

The following tables reconcile the Net Income / (Loss) attributable to Sun Communities, Inc. common shareholders to NOI and summarize our consolidated financial results for the years ended December 31, 2024, 2023, and 2022 (in millions):

Year Ended
December 31, 2024December 31, 2023December 31, 2022
Net Income / (Loss) Attributable to SUI Common Shareholders$89.0$(213.3)$242.0
Interest income(20.7)(45.4)(35.2)
Brokerage commissions and other revenues, net(40.2)(60.6)(34.9)
General and administrative295.3272.1257.4
Catastrophic event-related charges, net27.13.817.5
Business combination expense0.43.024.7
Depreciation and amortization680.7660.0601.8
Asset impairments71.410.13.0
Goodwill impairment180.8369.9
Loss on extinguishment of debt (see Note 9)1.44.4
Interest expense350.4325.8229.8
Interest on mandatorily redeemable preferred OP units / equity3.34.2
Loss on remeasurement of marketable securities (see Note 15)16.053.4
(Gain) / loss on foreign currency exchanges25.80.3(5.4)
Gain on dispositions of properties(202.9)(11.0)(12.2)
Other (income) / expense, net(3.2)7.52.1
Loss on remeasurement of notes receivable (see Note 4)36.4106.70.8
Income from nonconsolidated affiliates (see Note 7)(9.5)(16.0)(2.9)
(Gain) / loss on remeasurement of investment in nonconsolidated affiliates (see Note 7)(6.6)4.22.7
Current tax expense (see Note 13)4.314.510.3
Deferred tax benefit (see Note 13)(39.6)(22.9)(4.2)
Add: Preferred return to preferred OP units / equity interests12.812.311.0
Add: Income / (loss) attributable to noncontrolling interests5.3(8.1)10.8
NOI$1,458.4$1,432.2$1,381.1
Year Ended
December 31, 2024December 31, 2023December 31, 2022
Real property NOI$1,305.4$1,249.4$1,163.0
Home sales NOI96.8114.3143.4
Service, retail, dining and entertainment NOI56.268.574.7
NOI$1,458.4$1,432.2$1,381.1

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SUN COMMUNITIES, INC.

Seasonality of Revenue

The RV, Marina, and UK segments are seasonal and the results of operations in any one period may not be indicative of results in future periods.

In the RV segment, certain properties maintain higher occupancy during the summer months, while other properties maintain higher occupancy during the winter months. Based on the location of our properties with transient RV sites, our portfolio generally produces higher revenues between April and September than between October and March. In the UK segment, vacation rental sites generally produce higher revenues between March and October. The following table presents the seasonality of real property-transient revenue for the years ended December 31, 2024, 2023, and 2022:

Real property - transient revenue (in millions)For the Three Months Ended
YearMarch 31June 30September 30December 31Total
2024$296.412.7%27.6%46.6%13.1%100.0%
2023$321.412.4%27.8%47.3%12.5%100.0%
2022$334.512.7%27.8%45.8%13.7%100.0%

In the Marina segment, the majority of our wet slip and dry storage space leases have annual terms that are billed seasonally. Wet slip storage increases during the summer months for the boating season, whereas dry storage increases during the winter season as weather patterns require boat owners to store their vessels on dry docks or within covered racks. The following table presents the seasonality of Marina real property revenue for the years ended December 31, 2024, 2023, and 2022:

Seasonal real property revenue(in millions)For the Three Months Ended
YearMarch 31June 30September 30December 31Total
2024$371.621.0%25.8%28.1%25.1%100.0%
2023$348.720.8%25.9%28.6%24.7%100.0%
2022$310.220.1%25.6%29.0%25.3%100.0%

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SUN COMMUNITIES, INC.

Real Property Operations - Total Portfolio

The following tables reflect certain financial and other information for our real estate operations by segment as of and for the years ended December 31, 2024 and 2023 (in millions, except for statistical information):

Year Ended December 31, 2024Year Ended December 31, 2023
Financial InformationMHRVMarinasUKTotalMHRVMarinasUKTotal
Revenues
Real property (excluding transient)$956.2$318.8$432.6$132.2$1,839.8$906.1$287.1$406.8$114.2$1,714.2
Real property - transient1.2249.727.745.0323.61.4277.324.842.1345.6
Total operating revenues957.4568.5460.3177.22,163.4907.5564.4431.6156.32,059.8
Expenses
Property operating expenses314.1275.6170.298.1858.0296.9265.1158.889.6810.4
Real Property NOI$643.3$292.9$290.1$79.1$1,305.4$610.6$299.3$272.8$66.7$1,249.4
As of December 31, 2024As of December 31, 2023
Other InformationMHRVMarinasUKTotalMHRVMarinasUKTotal
Number of Properties2881661385364529817913555667
Sites, Wet Slips and Dry Storage Spaces
Sites, wet slips and dry storage spaces(a)97,43032,10048,76017,690195,980100,32032,39048,03018,110198,850
Transient sitesN/M24,830N/A4,34029,170N/M25,290N/A3,20028,490
Total97,43056,93048,76022,030225,150100,32057,68048,03021,310227,340
Occupancy97.3%100.0%N/A89.7%97.0%96.6%100.0%N/A89.5%96.4%

N/M = Not meaningful.

N/A = Not applicable.

(a) MH annual sites included 11,214 and 10,237 rental homes in our Rental Program at December 31, 2024 and 2023, respectively. Our investment in occupied rental homes at December 31, 2024 was $783.0 million, an increase of 12.3% from $697.1 million at December 31, 2023.

For the year ended December 31, 2024, the $56.0 million, or 4.5% increase in Real Property NOI as compared to the same period in 2023, consists of an increase of $39.9 million from Same Property MH, an increase of $13.6 million from Same Property Marina, an increase of $6.2 million from Same Property UK, and an increase of $4.3 million, net from other recently acquired or developed properties, partially offset by a decrease of $8.0 million from Same Property RV.

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SUN COMMUNITIES, INC.

Real Property Operations - Same Property Portfolio

Same Property refers to properties that we have owned for at least the preceding year, exclusive of properties recently completed or under construction, and other properties as determined by management. The Same Property data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions or unique situations.

In order to evaluate the growth of the Same Property portfolio, management has classified certain items differently than our GAAP statements. The reclassification difference between our GAAP statements and our Same Property portfolio is the reclassification of utility revenues from real property revenue to operating expenses. A significant portion of our utility charges are re-billed to our residents. Additionally, for the MH, RV, and UK segments, the amounts in the tables below reflect constant currency for comparative purposes. Additionally, prior period Canadian dollar and pound sterling currency figures have been translated at 2024 average exchange rates for constant currency comparability.

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SUN COMMUNITIES, INC.

Real Property Operations - North America Same Property Portfolio

The following tables reflect certain financial and other information for our Same Property MH, RV, and Marina portfolios as of and for the years ended December 31, 2024 and 2023 (in millions, except for statistical information).

Year Ended
December 31, 2024December 31, 2023Total Change% Change(c)
MH(a)RV(a)MarinaTotalMH(a)RV(a)MarinaTotalMHRVMarinaTotal(d)
Financial Information
Same Property Revenues
Real property (excluding transient)$865.6$281.3$373.9$1,520.8$810.5$253.3$353.9$1,417.7$103.16.8%11.1%5.7%7.3%
Real property - transient1.2222.426.8250.41.3249.924.5275.7(25.3)(9.2)%(11.0)%9.2%(9.2)%
Total Same Property operating revenues866.8503.7400.71,771.2811.8503.2378.41,693.477.86.8%0.1%5.9%4.6%
Same Property Expenses
Same Property operating expenses(b)(d)235.2231.3134.4600.9220.1222.8125.7568.632.36.8%3.8%6.9%5.7%
Real Property NOI(d)$631.6$272.4$266.3$1,170.3$591.7$280.4$252.7$1,124.8$45.56.7%(2.8)%5.4%4.1%
Other Information
Number of properties283150127560283150127560
Sites, wet slips and dry storage spaces96,64052,69043,350192,68096,37052,11043,460191,940
Year Ended
December 31, 2023December 31, 2022Total Change% Change(c)
MH(a)RV(a)MarinaTotalMH(a)RV(a)MarinaTotalMHRVMarinaTotal(d)
Financial Information
Same Property Revenues
Real property (excluding transient)$830.4$263.8$326.0$1,420.2$776.2$228.1$302.4$1,306.7$113.57.0%15.6%7.8%8.7%
Real property - transient1.6256.221.7279.51.2275.416.4293.0(13.5)25.9%(7.0)%32.6%(4.6)%
Total Same Property operating revenues832.0520.0347.71,699.7777.4503.5318.81,599.7100.07.0%3.3%9.1%6.2%
Same Property Expenses
Same Property operating expenses(b)(d)223.8224.7112.1560.6208.2221.7107.9537.822.87.5%1.4%3.9%4.2%
Real Property NOI(d)$608.2$295.3$235.6$1,139.1$569.2$281.8$210.9$1,061.9$77.26.8%4.8%11.7%7.3%
Other Information
Number of properties288160119567288160119567
Sites, wet slips and dry storage spaces98,62054,37040,890193,88098,34054,40041,000193,740

(a) Same Property results for our MH and RV properties reflect constant currency for comparative purposes. Canadian currency figures in the prior comparative period have been translated at the average exchange rate during the years ended December 31, 2024 and 2023 of $0.7302 and $0.7418 USD per Canadian dollar, respectively.

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SUN COMMUNITIES, INC.

Real Property Operations - North America Same Property Portfolio (Continued)

(b) We net certain utilities revenues (which include utility reimbursement revenues from residents) against related utility expenses in property operating expenses as follows (in millions):

Year Ended December 31, 2024Year Ended December 31, 2023
MHRVMarinaTotalMHRVMarinaTotal
Utility revenue netted against related utility expense$71.5$18.9$24.5$114.9$67.9$18.5$23.8$110.2
Year Ended December 31, 2023Year Ended December 31, 2022
MHRVMarinaTotalMHRVMarinaTotal
Utility revenue netted against related utility expense$68.3$19.3$22.7$110.3$63.8$18.1$19.2$101.1

(c) Percentages are calculated based on unrounded numbers.

(d) Total Same Property operating expenses consist of the following components for the periods shown (in millions), and exclude amounts invested into recently acquired properties to bring them up to our standards.

Year EndedYear Ended
December 31, 2024December 31, 2023Change% Change(c)December 31, 2023December 31, 2022Change% Change(c)
Payroll and benefits$193.3$194.3$(1.0)(0.5)%$190.6$181.6$9.05.0%
Real estate taxes113.4107.16.35.9%107.2103.14.14.0%
Supplies and repairs85.173.811.315.3%75.278.9(3.7)(4.7)%
Utilities66.163.03.14.9%64.767.0(2.3)(3.4)%
Legal, state / local taxes, and insurance55.055.6(0.6)(1.3)%55.839.216.642.3%
Other88.074.813.217.6%67.168.0(0.9)(1.4)%
Total Same Property Operating Expenses$600.9$568.6$32.35.7%$560.6$537.8$22.84.2%

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SUN COMMUNITIES, INC.

North America Same Property Summary

As ofAs of
December 31, 2024December 31, 2023December 31, 2023December 31, 2022
MHRVMHRVMHRVMHRV
Other Information
Number of Properties283150283150288160288160
Sites
MH and Annual RV sites96,64031,07096,37029,40098,62032,09098,34030,030
Transient RV sitesN/M21,620N/M22,710N/M22,280N/M24,370
Total96,64052,69096,37052,11098,62054,37098,34054,400
MH & Annual RV Occupancy
Occupancy(a)97.6%100.0%97.1%100.0%97.3%100.0%96.6%100.0%
Average monthly base rent per site$708$654$671$617$670$593$630$546
% change in monthly base rent(b)5.5%6.0%N/AN/A6.4%8.7%N/AN/A
Rental Program Statistics included in MH:
Number of occupied sites, end of period(c)10,630N/A9,830N/A10,010N/A9,310N/A
Monthly rent per site - MH Rental Program$1,344N/A$1,300N/A$1,292N/A$1,221N/A
% change(c)3.4%N/AN/AN/A5.8%N/AN/AN/A

N/M = Not meaningful. N/A = Not applicable.

(a) Same Property adjusted blended occupancy for MH and RV increased to 99.0% at December 31, 2024, from 97.4% at December 31, 2023. The 160 basis point increase was driven by MH expansion fills and the conversion of transient RV sites to annual sites. Same Property blended occupancy for MH and RV was 98.2% at December 31, 2024, up 40 basis points from 97.8% at December 31, 2023. Same Property blended occupancy for MH and RV increased by 50 basis points at 97.9% at December 31, 2023 from 97.4% December 31, 2022.

(b) Calculated using actual results without rounding.

(c) Occupied rental program sites in Same Property are included in total sites.

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SUN COMMUNITIES, INC.

Real Property Operations - UK Same Property Portfolio

The following tables reflect certain financial and other information for our Same Property UK portfolio as of and for the years ended December 31, 2024 and 2023 (in millions, except for statistical information):

Year Ended
December 31, 2024December 31, 2023% Change(b)
Financial Information(a)
Same Property Revenues
Real property (excluding transient)$102.4$95.57.2%
Real property - transient44.742.74.8%
Total Same Property operating revenues147.1138.26.5%
Same Property Expenses
Same Property operating expenses(c)71.168.43.9%
Real Property NOI$76.0$69.89.0%
Other Information
Number of properties5151

(a) Same Property results for our UK properties reflect constant currency for comparative purposes. Pound sterling figures in the prior comparative period have been translated at the average exchange rate of $1.2781 USD per GBP, during year ended December 31, 2024.

(b) Percentages are calculated based on unrounded numbers.

(c) We net certain utility revenues (which include utility reimbursement revenues from residents) against related utility expenses in property operating expenses as follows (in millions):

Year Ended
December 31, 2024December 31, 2023
Utility revenue netted against related utility expense$17.9$16.8

UK Same Property Summary

As of
December 31, 2024December 31, 2023Change(b)
Other Information
Number of Properties5151
Sites
UK16,50016,210290
UK Transient3,2103,12090
Occupancy(a)89.6%90.3%(0.7)%
Average monthly base rent per site$544$502$42

(a) Adjusting for recently delivered and vacant expansion sites, Same Property adjusted occupancy decreased by 50 basis points year over year, to 89.9% at December 31, 2024, from 90.4% at December 31, 2023.

(b) Calculated using actual results without rounding.

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SUN COMMUNITIES, INC.

For the years ended December 31, 2024 and 2023:

•The Same Property data includes all properties that we have owned and operated continuously since January 1, 2023 exclusive of ground-up development and redevelopment properties recently completed or under construction, and other properties as determined by management.

•The MH segment's increase in NOI of $39.9 million, or 6.7% when compared to the same period in 2023, is primarily due to an increase in Real property (excluding transient) revenue of $55.1 million, or 6.8%. Real property (excluding transient and other) revenue increased primarily due to a 5.5% increase in monthly base rent.

•The RV segment's decrease in NOI of $8.0 million, or 2.8% when compared to the same period in 2023, is primarily due to a decrease in Real property transient revenue of $27.5 million, or 11.0% and an increase in Same Property operating expenses of $8.5 million or 3.8%, partially offset by an increase in Real property (excluding transient) revenue of $28.0 million, or 11.1%. The increase in Same Property operating expenses was primarily due to an increase in supplies and repairs expense and other expenses. The increase in Real property (excluding transient) revenue was primarily due to a 6.0% increase in monthly base rent and conversions of transient RV sites to annual RV sites.

•The Marina segment increase in NOI of $13.6 million, or 5.4% when compared to the same period in 2023, is primarily due to a $20.0 million, or 5.7% increase in Real property (excluding transient) revenue, partially offset by an increase in Same Property operating expenses of $8.7 million, or 6.9%.

•The UK segment increase in NOI of $6.2 million, or 9.0%, when compared to the same period in 2023 is primarily due to a $6.9 million, or 7.2%, increase in Real property (excluding transient) revenue partially offset by an increase in Same Property operating expenses of $2.7 million, or 3.9%. The increase in Real property (excluding transient) revenue was primarily due to an 8.4% increase in monthly base rent per site.

For the years ended December 31, 2023 and 2022:

•The Same Property data includes all properties that we owned and operated continuously since January 1, 2022, exclusive of ground-up development and redevelopment properties recently completed or under construction, and other properties as determined by management.

•The MH segment's increase in NOI of $39.0 million, or 6.8% when compared to the same period in 2022, is primarily due to an increase in Real property (excluding transient) revenue of $54.2 million, or 7.0%. Real property (excluding transient) revenue increased due to a 6.4% increase in monthly base rent.

•The RV segment's increase in NOI of $13.5 million, or 4.8% when compared to the same period in 2022, is primarily due to an increase in Real property (excluding transient) revenue of $35.7 million, or 15.6%, primarily due to an 8.7% increase in monthly base rent and conversions of transient RV sites to annual RV sites.

•The Marina segment increase in NOI of $24.7 million, or 11.7% when compared to the same period in 2022, is primarily due to a $23.6 million, or 7.8% increase in Real property (excluding transient) revenue.

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SUN COMMUNITIES, INC.

Home Sales Summary

We sell new and pre-owned homes to current and prospective residents and customers in our communities. This inventory is purchased from manufacturers, lenders, dealers, former residents or customers.

The following table reflects certain financial and statistical information for our home sales program for the years ended December 31, 2024 and 2023 (in millions, except for average selling prices and other information):

Year Ended
December 31, 2024December 31, 2023Change% Change
North America
Home sales$181.1$233.8$(52.7)(22.5)%
Home cost and selling expenses145.7179.8(34.1)(19.0)%
NOI$35.4$54.0$(18.6)(34.4)%
NOI margin %19.5%23.1%(3.6)%
UK
Home sales$188.8$186.1$2.71.5%
Home cost and selling expenses127.4125.81.61.3%
NOI$61.4$60.3$1.11.8%
NOI margin %32.5%32.4%0.1%
Total
Home sales$369.9$419.9$(50.0)(11.9)%
Home cost and selling expenses273.1305.6(32.5)(10.6)%
NOI$96.8$114.3$(17.5)(15.3)%
NOI margin %26.2%27.2%(1.1)%
Units Sold:
North America2,0012,565(564)(22.0)%
UK2,9482,857913.2%
Total home sales4,9495,422(473)(8.7)%
Average Selling Price:
North America$90,505$91,150$(645)(0.7)%
UK$64,043$65,138$(1,095)(1.7)%

NOI - North America

For the year ended December 31, 2024, the 34.4% decrease in NOI is primarily driven by a 22.0% decrease in total home sales volume as compared to the same period in 2023, primarily driven by the impact of Hurricanes Helene and Milton on volumes in the southeast region of the U.S., and fewer available sites to sell homes on in conjunction with reduced expansion and development activity, as well as a 360 basis point decrease in margins, driven by the decrease in home sales volumes causing home sales revenue to decline at a faster rate than home cost and selling expenses.

NOI - UK

For the year ended December 31, 2024, the 1.8% increase in NOI is primarily driven by a 3.2% increase in total home sales volume, partially offset by a 1.7% reduction in average selling price, as compared to the same period in 2023.

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SUN COMMUNITIES, INC.

Other Items - Statements of Operations(1)

The following table summarizes other income and expenses for the years ended December 31, 2024 and 2023 (amounts in millions):

Year Ended
December 31, 2024December 31, 2023Change% Change
Service, retail, dining and entertainment, net$56.2$68.5$(12.3)(18.0)%
Interest income$20.7$45.4$(24.7)(54.4)%
Brokerage commissions and other, net$40.2$60.6$(20.4)(33.7)%
General and administrative expense$295.3$272.1$23.28.5%
Catastrophic event-related charges, net$27.1$3.8$23.3N/M
Business combinations$0.4$3.0$(2.6)(86.7)%
Depreciation and amortization$680.7$660.0$20.73.1%
Asset impairments$71.4$10.1$61.3N/M
Goodwill impairment$180.8$369.9$(189.1)(51.1)%
Loss on extinguishment of debt$1.4$$1.4N/A
Interest expense$350.4$325.8$24.67.6%
Interest on mandatorily redeemable preferred OP units / equity$$3.3$(3.3)(100.0)%
Loss on remeasurement of marketable securities$$(16.0)$16.0(100.0)%
Loss on foreign currency exchanges$(25.8)$(0.3)$(25.5)N/M
Gain on dispositions of properties$202.9$11.0$191.9N/M
Other income / (expense), net$3.2$(7.5)$10.7N/M
Loss on remeasurement of notes receivable$(36.4)$(106.7)$70.3(65.9)%
Income from nonconsolidated affiliates$9.5$16.0$(6.5)(40.6)%
Gain / (loss) on remeasurement of investment in nonconsolidated affiliates$6.6$(4.2)$10.8N/M
Current tax expense$(4.3)$(14.5)$10.2(70.3)%
Deferred tax benefit$39.6$22.9$16.772.9%
Preferred return to preferred OP units / equity interests$12.8$12.3$0.54.1%
Income / (loss) attributable to noncontrolling interests$5.3$(8.1)$13.4N/M

(1)Only items determined by management to be material, of interest, or unique to the periods disclosed above are explained below.

N/M = Percentage change is not meaningful. N/A = Not applicable.

Service, retail, dining and entertainment, net - for the year ended December 31, 2024, decreased primarily due to lower transient demand in the RV and Marina segments leading to a reduction in revenue generation from service, retail, dining and entertainment activities, as well as increased costs related to service and retail activities in our Marina segment.

Interest income - for the year ended December 31, 2024, decreased primarily due to having a lower receivable balance outstanding with real estate operators than during the same period in 2023. Refer to Note 4, "Notes and Other Receivables," in our accompanying Consolidated Financial Statements for additional information.

Brokerage commissions and other, net - for the year ended December 31, 2024, decreased primarily due to a decrease in business interruption recoveries recognized in 2024 as compared to the same period in 2023, a decrease in the number of brokered home sales reducing total brokerage commissions as compared to the same period in 2023, and a decrease in dividend income as a result of the sale of our publicly traded marketable securities in Ingenia Communities Group ("Ingenia") in 2023. Refer to Note 16, "Commitments and Contingencies," in our accompanying Consolidated Financial Statements for additional information.

Catastrophic event-related charges, net - for the year ended December 31, 2024, increased, primarily due to charges of $18.3 million for debris removal and clean-up and impaired assets at several of our MH, RV, and marina properties due to Hurricanes Helene and Milton, and incremental asset impairment and debris removal charges, net of insurance recoveries, of $5.6 million driven by flooding at an RV community in New Hampshire.

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Asset impairments - for the year ended December 31, 2024, increased due to impairment charges of $24.1 million related to non-continuing expansion and development properties within our MH and RV segments, and impairment charges of $21.1 million related to a portfolio of four RV communities and two development properties that were classified as held for sale and subsequently sold. Refer to Note 3, "Real Estate Acquisitions and Dispositions," and Note 15, "Fair Value Measurements," in our accompanying Consolidated Financial Statements for additional information.

Goodwill impairment - for the year ended December 31, 2024, was a charge of $180.8 million, as compared to a charge of $369.9 million during the same period in 2023, due to goodwill impairment charges in each respective year, driven by declines in the fair value of our Park Holidays reporting unit within the UK reporting segment. Refer to Note 6, "Goodwill and Other Intangible Assets," in our accompanying Consolidated Financial Statements for additional information.

Loss on remeasurement of marketable securities - for the year ended December 31, 2024, was zero, as compared to a loss of $16.0 million during the same period in 2023, due to the sale of our publicly traded marketable securities in Ingenia in 2023.

Loss on foreign currency exchanges - for the year ended December 31, 2024, was a loss of $25.8 million, as compared to a loss of $0.3 million during the same period in 2023 due to the strengthening of the U.S. dollar as compared to the pound sterling and Canadian dollar as compared to the same period in 2023.

Gain on dispositions of properties - for the year ended December 31, 2024, increased due to a gain of $202.9 million from the sale of 25 properties in 2024. Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional information.

Other income / (expense), net - for the year ended December 31, 2024, was income of $3.2 million, as compared to an expense of $7.5 million during the same period in 2023, primarily due to a litigation settlement gain of $10.3 million related to our Marina segment in 2024, as compared to higher long-term lease termination expenses during the same period in 2023.

Loss on remeasurement of notes receivable - for the year ended December 31, 2024, was a loss of $36.4 million, as compared to a loss of $106.7 million during the same period in 2023, primarily due to a fair value adjustment loss of $35.2 million in 2024 related to the sale of a portfolio of RV communities, as compared to an impairment charge of $102.9 million in 2023 related to our note receivable from the Royale Holdings Group HoldCo Limited. Refer to Note 4, "Notes and Other Receivables," in our accompanying Consolidated Financial Statements for additional information.

Gain / (loss) on remeasurement of investment in nonconsolidated affiliates - for the year ended December 31, 2024, was a gain of $6.6 million as compared to a loss of $4.2 million during the same period in 2023 due to the fluctuation in the fair value of a notes receivable portfolio held at our GTSC joint venture. Refer to Note 7, "Investments in Nonconsolidated Affiliates," in our accompanying Consolidated Financial Statements for additional information.

Current tax expense - for the year ended December 31, 2024, was an expense of $4.3 million, compared to an expense of $14.5 million, during the same periods in 2023, primarily due to tax planning efforts at our UK operations in 2024 and taxes accrued in the UK in 2023 driven by property dispositions.

Deferred tax benefit - for the year ended December 31, 2024, increased primarily due to timing differences for book and tax purposes at our UK and Canadian operations related to deferred interest deductions and return to provision adjustments. Refer to Note 12, "Income Taxes," in our accompanying Consolidated Financial Statements for additional information.

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RECONCILIATION OF NET INCOME / (LOSS) ATTRIBUTABLE TO SUI COMMON SHAREHOLDERS TO FFO

The following table reconciles Net income / (loss) attributable to SUI common shareholders to FFO for the years ended December 31, 2024, 2023, and 2022 (in millions, except for per share amounts):

Year Ended
December 31, 2024December 31, 2023December 31, 2022
Net Income / (Loss) Attributable to SUI Common Shareholders$89.0$(213.3)$242.0
Adjustments
Depreciation and amortization677.5657.2599.6
Depreciation on nonconsolidated affiliates0.50.20.1
Asset impairments71.410.13.0
Goodwill impairment180.8369.9
Loss on remeasurement of marketable securities16.053.4
(Gain) / loss on remeasurement of investment in nonconsolidated affiliates(6.6)4.22.7
Loss on remeasurement of notes receivable36.4106.70.8
Loss on remeasurement of collateralized receivables and secured borrowings0.4
Gain on dispositions of properties, including tax effect(203.6)(8.9)(12.2)
Add: Returns on preferred OP units8.311.89.5
Add: Income / (loss) attributable to noncontrolling interests4.8(8.1)10.4
Gain on disposition of assets, net(27.1)(38.0)(54.9)
FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities(1)$831.4$908.2$854.4
Adjustments
Business combination expense0.43.024.7
Acquisition and other transaction costs(2)19.625.322.7
Loss on extinguishment of debt1.44.4
Catastrophic event-related charges, net27.13.817.5
Loss of earnings - catastrophic event-related charges, net(3)3.42.14.8
(Gain) / loss on foreign currency exchanges25.80.3(5.4)
Other adjustments, net(4)(27.2)(27.4)0.4
Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities(1)$881.9$915.3$923.5
Weighted Average Common Shares Outstanding - Diluted129.5128.9125.6
FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities Per Share$6.42$7.05$6.80
Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities Per Share$6.81$7.10$7.35

(1)Excludes the effect of certain anti-dilutive convertible securities.

(2)These costs represent (i) nonrecurring integration expenses associated with acquisitions during the years ended December 31, 2024, and 2023, (ii) costs associated with potential acquisitions that will not close, (iii) expenses incurred to bring recently acquired properties up to our operating standards, including items such as tree trimming and painting costs that do not meet our capitalization policy, and (iv) other non-recurring transaction costs.

(3)Loss of earnings - catastrophic event-related charges, net for the year ended December 31, 2024 and 2023 included the following:

Year Ended
December 31, 2024December 31, 2023
Hurricane Ian - three Fort Myers, Florida RV communities
Estimated loss of earnings in excess of the applicable business interruption deductible$19.2$21.9
Insurance recoveries realized for previously estimated loss of earnings(16.3)(19.7)
Other catastrophic weather events - four Florida communities and one New Hampshire community
Estimated loss of earnings in excess of the applicable business interruption deductible, net1.8(0.1)
Insurance recoveries realized for previously estimated loss of earnings(1.3)
Loss of earnings - catastrophic event-related charges, net$3.4$2.1

(4)Other adjustments, net relates primarily to (i) deferred tax benefit, litigation activity, long term lease termination expense and accelerated deferred compensation amortization during the years ended December 31, 2024, 2023, and 2022, (ii) ERP implementation costs during the years ended December 31, 2024 and 2023, (iii) gain on sale of investment in nonconsolidated affiliates during the years ended December 31, 2023 and 2022, (iv) insurance loss recovery expense and severance costs during the year ended December 31, 2024, and (v) RV rebranding non-recurring costs during the year ended December 31, 2022.

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LIQUIDITY AND CAPITAL RESOURCES

Short-term Liquidity

Our principal short-term liquidity demands historically have been, and are expected to continue to be, distributions to our shareholders and the unit holders of the Operating Partnership, property acquisitions, development and expansion of our properties, capital improvement of our properties, the purchase of new and pre-owned homes, and debt repayment. We intend to meet our short-term liquidity requirements through available cash balances, cash flow generated from operations, draws on our senior credit facility, and the use of debt and equity offerings under our shelf registration statement. Refer to Note 8, "Debt and Line of Credit," Note 9, "Equity and Temporary Equity" and Note 20, "Subsequent Events," in our accompanying Consolidated Financial Statements for additional information and related activity subsequent to December 31, 2024.

We intend to continue to strengthen our capital and liquidity positions by focusing on our core fundamentals, which are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We take a disciplined approach to selecting the optimal mix of financing sources to meet our liquidity demands and minimize our overall cost of capital. Our investment grade credit ratings remain unchanged from the initial rating. We plan to continue to capitalize on our unsecured bond market access to optimize our cost of capital and increase our financial flexibility.

Current market and economic conditions, including relating to, among other things, interest rates, currency fluctuations, equity valuations and inflation, may adversely affect our ability to obtain debt and equity capital in the short term on attractive terms.

Since our initial public offering in 1993, we have demonstrated operational reliability and cash flow strength throughout economic cycles. Our current objectives include streamlining our operations with an emphasis on our reliable real property income. We recognize the headwinds we are facing from a challenging macroeconomic environment and are re-aligning our strategy to focus on our proven, durable income streams. We are positioned for ongoing organic growth with expected rental rate increases, occupancy gains and expense management. In 2025, we expect rental rate growth that exceeds headline inflation with ongoing focus on expense management to continue generating strong organic cash flow growth.

Given a macroeconomic backdrop of sustained higher interest rates, we intend to prioritize debt reduction as our primary use of free cash flow from our operations and of proceeds from equity issuances and selective capital recycling. In addition, we are reducing our development activity considering the more challenging macroeconomic and capital market environment. Capital spending besides projects that are underway will be solely focused on the most strategic opportunities. We also attempt to manage interest rate risks by using interest rate hedging instruments and by monitoring our overall leverage levels. We engage in certain hedging transactions to limit our exposure from the adverse effects of changes in interest rates on borrowing costs of our loans.

Acquisitions, Dispositions, Development and Expansion Activities

Subject to market conditions, we intend to selectively identify opportunities to expand our development pipeline and acquire existing properties. We finance acquisitions through available cash, secured financing, draws on our senior credit facility, the assumption of existing debt on properties and the issuance of debt and equity securities. Given the higher interest rate environment, we continue to selectively pursue acquisition and development opportunities that meet our underwriting criteria.

During the year ended December 31, 2024, we acquired three marinas and three marina expansion assets with an aggregate of 925 wet slips and dry storage spaces for an aggregate purchase price of approximately $63.8 million. In conjunction with two of the marina acquisitions, we issued an aggregate of 262,599 common OP units as part of the consideration transferred. During the same period, we entered into a ground lease that can support one marina with eight wet slips and dry storage spaces.

We have commenced a targeted disposition program to divest non-strategic assets in an effort to simplify management and reduce total debt. During and subsequent to the year ended December 31, 2024, we sold 10 MH properties, 17 RV properties, two UK properties, and three MH development properties with an aggregate of 7,341 sites for a gross sale price of approximately $569.7 million, and received total cash consideration of approximately $419.3 million, net of settlement of the associated mortgage debt of $93.5 million. The net proceeds were used to repay borrowings outstanding under the senior credit facility.

During the year ended December 31, 2024, we acquired two land parcels located in the U.S. for an aggregate purchase price of $12.9 million. The parcels can accommodate the potential development of over 1,100 sites. We also acquired two land parcels located in the U.K. for an aggregate purchase price of $11.6 million. We also expanded two of our existing communities by over 70 sites and delivered nearly 100 sites at two ground-up development properties.

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We plan to selectively expand our properties utilizing our inventory of owned and entitled land. We have 16,570 MH and RV sites suitable for future development.

Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional details on acquisitions and dispositions completed to date.

Capital Expenditures (excluding Acquisition Costs)

Our capital expenditure activity is summarized as follows (in millions):

Year Ended
December 31, 2024December 31, 2023
Recurring Capital Expenditures$115.7$87.3
Non-Recurring Capital Expenditures and Related Activities
Lot modifications37.254.9
Growth projects96.9104.5
Rebranding3.14.7
Capital improvements to recent acquisitions80.4215.3
Expansion and development136.1276.3
Rental program177.5260.9
Other6.0(0.9)
Total Non-Recurring Capital Expenditure and Related Activities537.2915.7
Total Capital Expenditure and Related Activities$652.9$1,003.0

Recurring Capital Expenditures

Property recurring capital expenditures are necessary to maintain asset quality, including purchasing and replacing items used to operate the communities and marinas. Recurring capital expenditures at our MH, RV, and UK properties include major road, driveway and pool improvements; clubhouse renovations; adding or replacing streetlights; playground equipment; signage; maintenance facilities; manager housing; and property vehicles. Recurring capital expenditures at our marinas include dredging, dock repairs and improvements, and equipment maintenance and upgrades. The minimum capitalized amount is five hundred dollars.

Non-Recurring Capital Expenditures and Related Activities

Lot modifications - consist of expenditures incurred to modify the foundational structures required to set a new home after a previous home has been removed. These expenditures are necessary to create a revenue stream from a new site renter and often improve the quality of the community. Other lot modification expenditures include land improvements added to annual RV sites to aid in the conversion of transient RV guests to annual contracts.

Growth projects - consist of revenue generating or expense reducing activities at the properties. These include, but are not limited to, utility efficiency and renewable energy projects, site, slip or amenity upgrades such as the addition of a garage, shed or boat lift, and other special capital projects that substantiate an incremental rental increase.

Rebranding - includes new signage at our RV communities and the costs of building an RV mobile application and updated website.

Capital improvements to recent acquisitions - often require 24 to 36 months to complete after closing and include upgrading clubhouses; landscaping; new street light systems; new mail delivery systems; pool renovations including larger decks, heaters and furniture; new maintenance facilities; lot modifications; and new signage including main signs and internal road signs.

Expansion and development expenditures - consist primarily of construction costs such as roads, activities, and amenities, and costs necessary to complete site improvements, such as driveways, sidewalks, and landscaping at our MH, RV, and UK communities. Expenditures also include costs to rebuild after damage has been incurred at our properties, and research and development.

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Rental program - consists of investment in the acquisition of homes intended for the rental program and the purchase of vacation rental homes at our RV communities. Expenditures for these investments depend upon the condition of the markets for repossessions and new home sales, rental homes, and vacation rental homes.

Cash Flow Activities

Our cash flow activities are summarized as follows (in millions):

Year Ended
December 31, 2024December 31, 2023December 31, 2022
Net Cash Provided By Operating Activities$861.0$790.5$734.9
Net Cash Used For Investing Activities$(267.4)$(919.5)$(3,062.6)
Net Cash Provided By / (Used For) Financing Activities$(571.6)$80.3$2,348.6
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash$(0.8)$1.0$(8.7)

Cash, cash equivalents and restricted cash increased by $21.2 million from $42.7 million as of December 31, 2023, to $63.9 million as of December 31, 2024.

Operating activities - Net cash provided by operating activities increased by $70.5 million to $861.0 million for the year ended December 31, 2024, compared to $790.5 million for the year ended December 31, 2023. The increase in operating cash flow was primarily due to beneficial changes in inventory, other assets, and other liabilities, and improved Same Property operating performance at our MH properties, marinas, and UK properties, partially offset by reduced operating performance at our RV properties during the year ended December 31, 2024 as compared to the corresponding period in 2023.

Our net cash flows provided by operating activities from continuing operations may be adversely impacted by, among other things:

•the market and economic conditions in our current markets generally, and specifically in the metropolitan areas of our current markets;

•lower occupancy and rental rates of our properties;

•increases in other operating costs, such as wage and benefit costs, supplies and repairs, real estate taxes and utilities;

•substantial increases in insurance premiums;

•decreased sales of manufactured homes;

•current volatility in economic conditions and the financial markets; and

•the effects of outbreaks of disease and related restrictions on business operations.

See "Risk Factors" in Part I, Item 1A in this Annual Report on Form 10-K.

Investing activities - Net cash used for investing activities decreased by $652.1 million to $267.4 million for the year ended December 31, 2024, compared to $919.5 million for the year ended December 31, 2023. The decrease in Net cash used for investing activities was primarily driven by a decrease in cash deployed to invest in existing properties and proceeds received from the disposition of 10 MH properties, 13 RV properties, two UK properties, and three MH development properties during the year ended December 31, 2024 as compared to the corresponding period in 2023. Refer to the Consolidated Statements of Cash Flows for detail on the net cash used for investing activities during the years ended December 31, 2024 and 2023. Refer to Note 3, "Real Estate Acquisitions and Dispositions" and Note 20, "Subsequent Events," in our accompanying Consolidated Financial Statements for additional information on acquisitions and investment activity subsequent to December 31, 2024.

Financing activities - Net cash used for financing activities was $571.6 million for the year ended December 31, 2024, compared to net cash provided by financing activities of $80.3 million for the year ended December 31, 2023. The change in Net cash provided by / (used for) financing activities was primarily driven by cash disbursed to settle mortgage debt and repay borrowings outstanding under the senior credit facility, partially offset by proceeds from the issuance of equity during the year ended December 31, 2024, as compared to the net issuance of debt during the corresponding period in 2023, as part of our strategy to optimize the strength of our balance sheet. Refer to the Consolidated Statements of Cash Flows for detail on the net cash provided by / (used for) financing activities during the years ended December 31, 2024 and 2023. Refer to Note 8, "Debt and Line of Credit" in our accompanying Consolidated Financial Statements for additional information.

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We are exposed to interest rate variability associated with our outstanding floating rate debt and any maturing debt that has to be refinanced. Interest rate movements impact our borrowing costs and, while as of December 31, 2024, approximately 91% of our total debt was fixed rate financing, including the impact of hedge activity, increases in interest costs are likely to adversely affect our financial results.

Equity and Debt Activity

At the Market Offering Sales Agreement

During May 2024, we renewed our 2021 At the Market Offering Sales Agreement ("ATM") with certain sales agents and forward sellers pursuant to which we may sell, from time to time, up to an aggregate gross sales price of $1.25 billion of our common stock. During the three months ended September 30, 2024, we entered into forward sale agreements with respect to 2,713,571 shares of common stock under the ATM. We completed the physical settlement of these shares for an aggregate gross sales price of $364.3 million and received net proceeds of $361.7 million, or $133.31 per share. The net proceeds were used to repay borrowings outstanding under the senior credit facility. Through December 31, 2024, we had entered into and settled forward sales agreements under the ATM for an aggregate gross sales price of $524.8 million, leaving $725.2 million available for sale under the ATM.

Senior Unsecured Notes

The following table sets forth certain information regarding our outstanding senior unsecured notes (in millions, except for statistical information). All senior unsecured notes include interest payments on a semi-annual basis in arrears.

Carrying Amount
Principal AmountDecember 31, 2024December 31, 2023
5.5% notes, issued in January 2024 and due in January 2029(1)$500.0$496.2$
5.7% notes, issued in January 2023 and due in January 2033400.0396.1395.7
4.2% notes, issued in April 2022 and due in April 2032600.0593.2592.6
2.3% notes, issued in October 2021 and due in November 2028450.0447.4446.8
2.7% notes, issued in June 2021 and October 2021, and due in July 2031750.0743.4742.4
Total$2,700.0$2,676.3$2,177.5

(1) In January 2024, the Operating Partnership issued $500.0 million of senior unsecured notes with an interest rate of 5.5% and a five-year term, due January 15, 2029 (the "2029 Notes"). Interest on the 2029 Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2024. The net proceeds from the offering were $495.4 million, after deducting underwriters' discounts and offering expenses. We used the majority of the net proceeds to repay borrowings outstanding under our senior credit facility.

The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on our senior unsecured notes are guaranteed on a senior basis by Sun Communities, Inc. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company. Under Rule 3-10 of Regulation S-X, as amended, subsidiary issuers of obligations guaranteed by its parent company are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company's consolidated financial statements, the parent guarantee is "full and unconditional" and, subject to certain exceptions, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), we have excluded the summarized financial information for the Operating Partnership as the assets, liabilities, and results of operations of the Operating Partnership are not materially different from the corresponding amounts presented in our consolidated financial statements and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

Line of Credit

The Operating Partnership (as borrower), SUI (as guarantor), and certain lenders are parties to a credit agreement which governs our senior credit facility.

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Prior to March 2024, the aggregate amount of our senior credit facility was $4.2 billion with the ability to upsize the total borrowings by an additional $800.0 million, subject to certain conditions. The aggregate amount under the senior credit facility consisted of the following: (a) a revolving loan in an amount up to $3.05 billion and (b) a term loan facility of $1.15 billion, with the ability to draw funds from the combined facilities in U.S. dollars, pound sterling, euros, Canadian dollars and Australian dollars, subject to certain limitations. The maturity date of the revolving loan facility is April 7, 2026. At our option that maturity date may be extended two additional six-month periods.

In March 2024, we terminated the term loan facility and settled the associated $1.1 billion of borrowings outstanding under the term loan by increasing our borrowings under the revolving loan of the senior credit facility. By terminating the term loan, we reduced our aggregate borrowing capacity under the senior credit facility to $3.05 billion under the revolving loan. During the three months ended March 31, 2024, we recognized a Loss on extinguishment of debt in our Consolidated Statements of Operations of $0.6 million related to the termination of the term loan facility. In June 2024, we amended the senior credit facility to replace the Canadian Dollar Offered Rate with the Canadian Overnight Repo Rate Average ("CORRA") as the benchmark rate for borrowings denominated in Canadian dollars, with no other significant changes to the terms of the senior credit facility.

The senior credit facility bears interest at a floating rate based on the Adjusted Term Secured Overnight Financing Rate ("SOFR"), the Adjusted Eurocurrency Rate, the Australian Bank Bill Swap Bid Rate ("BBSY"), the Daily Sterling Overnight Index Average ("SONIA") Rate or the CORRA, as applicable, plus a margin, in all cases, which can range from 0.725% to 1.6%, subject to certain adjustments. As of December 31, 2024, the margins based on our credit ratings were 0.85% on the revolving loan facility.

At the lenders' option, the senior credit facility will become immediately due and payable upon an event of default under the Credit Facility Agreement. We had $1.4 billion and $944.1 million of borrowings outstanding under the revolving loan as of December 31, 2024 and 2023, respectively. The balance is recorded in Unsecured debt on the Consolidated Balance Sheets.

The senior credit facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under the senior credit facility, but does reduce the borrowing amount available. We had $11.5 million and $26.2 million outstanding letters of credit at December 31, 2024 and 2023, respectively.

Financial Covenants

Pursuant to the terms of the senior credit facility, we are subject to various financial and other covenants. The most restrictive financial covenants for the senior credit facility are as follows:

CovenantRequirementAs of December 31, 2024
Maximum leverage ratio65.0%32.0%
Minimum fixed charge coverage ratio1.402.86
Maximum secured leverage ratio40.0%11.9%

In addition, we are required to maintain the following covenants with respect to the senior unsecured notes payable:

CovenantRequirementAs of December 31, 2024
Total debt to total assets≤60.0%38.8%
Secured debt to total assets≤40.0%17.2%
Consolidated income available for debt service to debt service≥1.504.28
Unencumbered total asset value to total unsecured debt≥150.0%366.3%

As of December 31, 2024, we were in compliance with the above covenants and do not anticipate that we will be unable to meet these covenants in the near term.

Derivative Transactions

We enter into treasury rate lock contracts, interest rate swaps, and forward swaps for interest rate risk management purposes. We do not enter into derivative instruments for speculative purposes. The risks being hedged are the interest rate risk related to outstanding floating rate debt and forecasted debt issuance transactions, and the benchmark interest rates used are the SOFR and the SONIA Rate.

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During the year ended December 31, 2024, we entered into five interest rate swap contracts with an aggregate notional value of $150.0 million to hedge interest rate risk associated with a future debt offering.

During the year December 31, 2024, in connection with the issuance of the 2029 Notes, we settled seven forward swap contracts totaling $255.0 million and paid a net settlement payment of $2.3 million to several counterparties. Refer to Note 14, "Derivative Financial Instruments," in our accompanying Consolidated Financial Statements for additional information.

Long-term Financing and Capital Requirements

Long-term Financing

We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, expansion, and development of properties, other nonrecurring capital improvements and Operating Partnership unit redemptions through long-term unsecured and secured debt and the issuance of certain debt or equity securities subject to market conditions. If current market and economic conditions, including relating to, among other things, interest rates, currency fluctuations, equity valuations, and inflation, continue or worsen, our ability to obtain debt and equity capital in the long term on attractive terms may be adversely affected.

As of December 31, 2024, we had unrestricted cash on hand of $47.4 million, $1.6 billion of remaining capacity on the senior credit facility, and a total of 508 unencumbered MH, RV, marina, and UK properties.

From time to time, we may also issue shares of our capital stock, issue equity units in our Operating Partnership, issue unsecured notes, obtain other debt financing or sell selected assets. Our ability to finance our long-term liquidity requirements in such a manner will be affected by numerous economic factors affecting the MH, RV, and marina industries at the time, including the availability and cost of mortgage debt, our financial condition, the operating history of the properties, the state of the debt and equity markets, and the general national, regional and local economic conditions. When it becomes necessary for us to approach the credit markets, the volatility in those markets could make borrowing more difficult to secure, more expensive or effectively unavailable. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing unsecured debt as maturities become due. Refer to "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K. If we are unable to obtain additional debt or equity financing on acceptable terms, our business, results of operations and financial condition would be adversely impacted.

As of December 31, 2024, our net debt to enterprise value was 30.9% (assuming conversion of all common and preferred OP units to shares of common stock). Our debt has a weighted average interest rate of 4.09% and a weighted average years to maturity of 6.2.

Capital Requirements

Our capital requirements as of December 31, 2024 include both short and long term obligations:

Our primary long-term liquidity needs are principal payments on outstanding debt as summarized in the table below:

Payments Due By Period (in millions)
Outstanding Debt(1)Total DueShort-term Obligation ≤1 YearLong-term Obligation After 1 YearRefer to
Principal payments on long-term debt$7,387.8$103.0$7,284.8Note 8. Debt and Line of Credit
Interest expense(2)1,574.0245.61,328.4
Operating leases321.014.1306.9Note 17. Leases
Finance lease44.75.139.6Note 17. Leases
Total Outstanding Debt$9,327.5$367.8$8,959.7

(1)Our outstanding debt in this table excludes debt premiums, discounts, deferred financing costs and fair value adjustment, as applicable.

(2)Our obligations related to interest expense are calculated based on the current debt levels, rates and maturities as of December 31, 2024 (including finance leases), and actual payments required in future periods may be different than the amounts included above. Perpetual securities include one year of interest expense for payment due after five years.

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Certain of our nonconsolidated affiliates, which are accounted for under the equity-method of accounting, have incurred debt. We have not guaranteed the debt of our nonconsolidated affiliates in the arrangements referenced below, nor do we have any obligations to fund this debt should the nonconsolidated affiliates be unable to do so. Refer to Note 7, "Investments in Nonconsolidated Affiliates," in the accompanying Consolidated Financial Statements for additional information about these entities.

GTSC - GTSC maintains a warehouse line of credit with a maximum borrowing capacity of $325.0 million, with an option to increase to $375.0 million subject to the lender's consent. During the three months ended September 30, 2024, at GTSC's election, the maximum borrowing capacity on the line of credit was reduced to $275.0 million. As of December 31, 2024 and 2023, the aggregate carrying amount of debt, including both our and our partner's share, incurred by GTSC was $242.9 million (of which our proportionate share is $97.1 million), and $261.3 million (of which our proportionate share is $104.5 million), respectively. The debt bears interest at a variable rate based on a Commercial Paper or adjusted SOFR plus a margin ranging from 1.65% to 2.5% per annum and matures on December 15, 2026.

Sungenia JV - Sungenia maintains a debt facility agreement with a maximum borrowing capacity of $54.1 million Australian dollars, or $33.6 million converted at the December 31, 2024 exchange rate. As of December 31, 2024 and 2023, the aggregate carrying amount of the debt, including both our and our partners' share, incurred by Sungenia JV was $25.0 million (of which our proportionate share is approximately $12.5 million), and $25.2 million (of which our proportionate share is $12.6 million), respectively. The debt bears interest at a variable rate based on the Australian BBSY rate plus a margin ranging from 0.95% to 1.4%, subject to adjustment for additional future commitments, per annum and matures on June 30, 2027.

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SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Critical Accounting Estimates

Our Consolidated Financial Statements are prepared in accordance with United States of America generally accepted accounting principles, which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

Our significant accounting estimates include acquisitions of investment properties, impairments of long-lived assets, and impairments of goodwill. Refer to Note 1, "Significant Accounting Policies," in our accompanying Consolidated Financial Statements for information regarding our critical accounting estimates that affect the Consolidated Financial Statements and that use judgments and assumptions. In certain situations, we discuss the likelihood that materially different amounts could be reported under varied conditions and assumptions.

Goodwill Impairment

In performing goodwill impairment testing, we utilize a third-party valuation specialist to assist management in determining the fair value of our reporting units. The fair value of each reporting unit is estimated based on a combination of discounted cash flows (income approach) and the use of pricing multiples derived from an analysis of comparable public companies multiplied against historical and / or anticipated financial metrics (market approach) for each reporting unit. These calculations contain uncertainties as they require management to make assumptions including, but not limited to, market comparables, future cash flows of the reporting units, and appropriate weighted average cost of capital and long-term growth rates. A decline in the actual cash flows of our reporting units in future periods, as compared to the projected cash flows used in our valuations, could result in the carrying value of the reporting units exceeding their respective fair values. Further, a change in market comparables, discount rate or long-term growth rates, as a result of a change in economic conditions or otherwise, could result in the carrying values of the reporting units exceeding their respective fair values. Refer to Note 6, "Goodwill and Other Intangible Assets," in our accompanying Consolidated Financial Statements for additional information regarding goodwill.

In 2024 and 2023, we performed qualitative and quantitative assessments of our goodwill balance for potential impairment in accordance with ASC 350-20, "Intangibles - Goodwill and Other." As a result of our impairment testing, we determined that the fair value of the Park Holidays reporting unit within the UK reporting segment was below its carrying value in each such year and recorded non-cash goodwill impairment charges of $180.8 million and $369.9 million during the years ended December 31, 2024 and 2023, respectively. The declines in the fair value of the Park Holidays reporting unit were primarily driven by uncertainty in the macroeconomic environment in the region, which began in 2023 and was exacerbated by political changes during the fourth quarter of 2024, leading to a higher weighted average cost of capital, inflationary pressures and changing competitive market dynamics. The uncertainty in the macroeconomic and competitive landscape has caused a decline in projected future cash flows for our Park Holidays business that operates in the region. As a result of the recognized goodwill impairment charges, our goodwill balance at the UK reporting segment is now zero as of December 31, 2024.

Our other reporting units are less sensitive to changes in macroeconomic factors and forecast assumptions than our UK reporting unit due to greater excess of fair value over carrying value. For the Marina reporting unit, we concluded that the fair value exceeded its carrying value by over 7% as part of our annual testing during the fourth quarter of 2024. We did not identify a triggering event in any other reporting unit.

Impact of New Accounting Standards

Refer to Note 19, "Recent Accounting Pronouncements," in our accompanying Consolidated Financial Statements for information regarding new accounting pronouncements.

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FY 2023 10-K MD&A

SEC filing source: 0000912593-24-000094.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-28. Report date: 2023-12-31.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and accompanying footnotes thereto included in this Annual Report on Form 10-K. In addition to the results presented in accordance with GAAP below, we have provided NOI and FFO information as supplemental performance measures. Refer to Non-GAAP Financial Measures in this Item 7 for additional information.

OVERVIEW

We are a fully integrated REIT. As of December 31, 2023, we owned and operated, directly or indirectly, or had an interest in, a portfolio of 667 developed properties located in the U.S., the UK, and Canada, including 353 MH communities, 179 RV communities and 135 marinas. We have been in the business of acquiring, operating, developing and expanding MH and RV communities since 1975 and marinas since 2020. We lease individual sites with utilities access for placement of manufactured homes, RVs or boats to our customers. We are also engaged in the marketing, selling and leasing of new and pre-owned homes to current and future residents in our MH communities in the U.S. and in the sale of holiday home and associated site license activities to holiday homeowners in our MH communities in the UK. The Rental Program operations within our MH communities support and enhance our occupancy levels, property performance and cash flows.

Catastrophic Event-Related Charges - Hurricane Ian

In September 2022, Hurricane Ian made landfall on Florida's western coast. The storm primarily affected three RV properties in the Fort Myers area, comprising approximately 2,500 sites. These properties sustained significant flooding and wind damage from the hurricane. At other affected MH and RV properties, most of the damage was limited to trees, roofs, fences, skirting and carports. At affected marina properties, docks, buildings, and landscaping sustained wind and water damage.

We maintain property, casualty, flood and business interruption insurance for our community portfolio, subject to customary deductibles and limits. As of December 31, 2023, estimated insurance recoveries, excluding business interruption recoveries, of $56.7 million related to Hurricane Ian were recorded in Notes and other receivables, net on the Consolidated Balance Sheets.

Changes in estimated insurance recoveries related to Hurricane Ian during the year ended December 31, 2023 were primarily the result of $51.5 million of incremental costs that exceeded the applicable deductible, net of a $4.8 million reduction due to a decrease in estimated property losses. The foregoing estimates are based on current information available, and we continue to assess these estimates. Actual charges and insurance recoveries could vary significantly from these estimates. Any changes to these estimates will be recognized in the period(s) in which they are determined.

We are actively working with our insurance providers on claims for business interruption recoveries. During the year ended December 31, 2023, we recognized $20.2 million, net of deductibles, for the lost earnings covering the date of the hurricane event through August 31, 2023. These recoveries were included in Brokerage commissions and other, net on our Consolidated Statements of Operations during the year ended December 31, 2023. The related communities are under redevelopment. As such, we currently cannot estimate a date when operating results will be restored to pre-hurricane levels. Our business interruption insurance policy provides for up to 60 months of coverage from the date of restoration.

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SUN COMMUNITIES, INC.

EXECUTIVE SUMMARY

2023 General Overview

•Total revenues for 2023 increased 8.6% to $3.2 billion.

•Achieved annual Core FFO of $7.10 per diluted share and OP unit.

•Achieved Real property Same Property NOI growth of 6.8% for MH, 4.8% for RV and 11.7% for Marina over 2022.

•Increased Same Property adjusted blended occupancy for MH and RV by 230 basis points to 98.9% as compared to 96.6% in 2022.

•Achieved 10-year total shareholder return of 323.1%, outperforming the MSCI US REIT, Russell 1000, U.S. REIT Residential and S&P 500 indexes.

•Completed the construction of over 800 total sites at five ground-up developments and 14 expansion and re-development properties.

•Completed acquisition investments of $368.7 million which represents the purchase price paid for operating properties and land parcels for future ground-up development and expansion activities, plus any capital improvements identified during due diligence needed to bring acquired properties up to the Company's operating standards.

•Closed $836.9 million of debt transactions, including an offering of underwritten senior unsecured notes of $400.0 million for net proceeds of $395.3 million which was used to pay down amounts drawn under our senior credit facility (the "Senior Credit Facility").

•Entered into derivative instruments with an aggregate notional value of $582.3 million to hedge interest rate risk associated with borrowings under our Senior Credit Facility and future debt issuance.

•Completed the sale of our 41.8 million share position in Ingenia Communities Group, generating $102.5 million of net proceeds, which was used to pay down amounts drawn under our Senior Credit Facility.

•Completed the transfer of an installment note receivable portfolio to an unrelated entity, generating net proceeds of $53.4 million that were used to pay down borrowings under our Senior Credit Facility.

•Simplified the structure of certain of our consolidated variable interest entities in a transaction with our joint venture partner.

Property Operations

Occupancy in our MH and annual RV properties, as well as our ability to increase rental rates, directly affect revenues. Our revenue streams are predominantly derived from customers renting our sites on a long-term basis. Our Same Property communities continue to achieve revenue and occupancy increases which drive continued NOI growth. Our Same Property marinas achieved revenue increases which contributed to our NOI growth.

Year Ended
Portfolio Information:December 31, 2023December 31, 2022December 31, 2021
Occupancy % - Total Portfolio - MH and Annual RV Occupancy(1)96.4%96.0%97.4%
Occupancy % - Same Property - Adjusted MH and Annual RV Occupancy(1)(2)(3)98.9%96.6%96.8%
Core FFO per share$7.10$7.35$6.51
Real property NOI - Total Portfolio (in millions)$1,251.9$1,167.0$1,002.6
Real property NOI - Same Property (in millions) - MH, RV and Marina(3)$1,139.1$1,061.9$928.0
Home sales volume - North America2,5653,2124,088
Home sales volume - United Kingdom(4)2,8572,343N/A

(1) Occupancy percent includes annual RV sites and excludes transient RV sites.

(2) Occupancy percent excludes recently completed but vacant expansion sites.

(3) Same Property is based on the reported year end Same Property count for each respective year.

(4) UK amounts for the year ended December 31, 2022 cover the period from April 8, 2022 (date of acquisition) through December 31, 2022.

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Acquisition Activity

During the year ended December 31, 2023, we acquired one MH community with 68 sites and 72 development sites, and one marina with 24 wet slips and dry storage spaces, for a total purchase price of approximately $107.0 million. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for details of our acquisition activities.

Disposition Activity

Management continually evaluates properties within the portfolio for potential disposition opportunities. When a given property no longer fits our desired growth profile, we seek to redeploy capital to properties and geographies fit to provide greater future returns. From time to time, strategic reductions to the portfolio are necessary to reduce exposure to less desirable locations and support long-term positioning of the Company.

During the year ended December 31, 2023, we sold one MH community located in Maine, with 155 sites for $6.8 million. In addition, we sold two parcels of land in the UK for total consideration of $111.5 million, which primarily consisted of $108.8 million in the form of an operator note receivable and subsequently reacquired these two parcels of land at fair value as part of the settlement of the related note receivable, with no remeasurement gain or loss recognized. Also, as part of a broader transaction with our joint venture partners in Sun NG, we disposed of our majority equity interest in three consolidated joint venture properties. The three RV communities had 955 developed sites. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for details on the disposition activities, Note 4, "Notes and Other Receivables," for additional information on the settlement of the notes receivable, and Note 8, "Consolidated Variable Interest Entities," for more information on the Sun NG transaction.

Real Estate Held For Sale - Changes to a Plan of Sale

We periodically classify real estate as held for sale after an active program to sell an asset has commenced and when the sale is probable. Subsequent to the classification of assets as held for sale, no further depreciation expense is recorded.

In February 2023, the criteria was met to classify Sandy Bay, an operating MH community in the UK, with 730 developed sites, as held for sale. Previously, this property had been under contract. At December 31, 2023, the sale contract was no longer in effect, and due to an unexpected change in circumstance related to the counterparty, we reclassified the property as held for use and recorded the related depreciation and amortization expense in accordance with ASC Topic 360, "Property, Plant, and Equipment" during the three months ended December 31, 2023. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for additional information.

Development and Expansion Activities

We have been focused selectively on property ground-up developments and expansion opportunities adjacent to our existing properties.

Ground-up Developments - During the year ended December 31, 2023, we delivered 360 total sites at five ground-up development properties located in Florida, Michigan and Colorado. We have developed over 2,230 sites within the past three years.

Expansions - During the year ended December 31, 2023, we expanded over 440 total sites at 14 properties. We have developed over 2,170 expansion sites within the past three years.

We continue to expand our properties utilizing our inventory of owned and entitled land. We have approximately 17,980 MH and RV sites suitable for future development.

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Markets

Our MH and RV properties are largely concentrated in the U.S. in Florida, Michigan, Texas and California, and in the UK, which collectively contain 66.3% of our total MH and RV sites. We have expanded our market share in multiple states through recent acquisitions and increased our property holdings in high-growth areas of the U.S. including retirement and vacation destinations.

The age demographic of RV communities is attractive, as the population of retirement age adults in the U.S. is growing. RV communities have become a trending vacation opportunity not only for the retiree population, but as an affordable vacation alternative for families and millennials.

The following table identifies our MH and RV markets by total sites:

December 31, 2023December 31, 2022
Major MarketNumber of PropertiesTotal Sites% of Total SitesNumber of PropertiesTotal Sites% of Total Sites
Florida12944,41024.8%12944,28024.7%
Michigan8533,50018.7%8433,22018.5%
Texas2910,8206.0%3111,3406.3%
California378,8004.9%378,8004.9%
Arizona135,5103.1%135,5203.1%
Ontario, Canada165,1802.9%165,2402.9%
Indiana124,1802.3%124,1802.3%
New Jersey114,0402.3%114,0402.3%
Colorado113,8902.2%113,7902.1%
Maine153,5402.0%163,6602.0%
Virginia103,4501.9%103,4501.9%
Ohio92,9801.7%92,9301.6%
New York102,9401.6%102,9401.6%
South Carolina62,6201.5%62,6201.5%
Illinois52,2401.2%52,2301.2%
New Hampshire92,1701.2%102,3801.3%
Connecticut162,0001.1%162,0101.1%
Delaware51,9801.1%51,9801.1%
Maryland61,8601.0%61,8601.0%
Pennsylvania51,5400.9%51,5400.9%
Georgia41,4200.8%41,4200.8%
Oregon61,3800.8%61,3800.8%
North Carolina51,1800.7%51,1800.7%
Utah69300.5%69300.5%
Massachusetts39200.5%39200.5%
Washington27800.4%27800.4%
Wisconsin25900.3%25900.3%
Tennessee25500.3%25400.3%
Alabama15000.3%15000.3%
Minnesota14700.3%14800.3%
Iowa14100.2%14100.2%
Kentucky13300.2%13300.2%
Louisiana13300.2%13300.2%
Nevada13200.2%13200.2%
Mississippi11600.1%11500.1%
Montana180%180%
North American Total477158,00088.1%480158,35088.2%
United Kingdom5521,31011.9%5521,18011.8%
Total532179,310100.0%535179,530100.0%

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SUN COMMUNITIES, INC.

The following table identifies our marina markets by total wet slips and dry storage spaces:

December 31, 2023December 31, 2022
Major MarketNumber of PropertiesWet Slips and Dry Storage Spaces% Wet Slips and Dry Storage SpacesNumber of PropertiesWet Slips and Dry Storage Spaces% Wet Slips and Dry Storage Spaces
California115,71011.9%115,71011.9%
Florida215,20010.8%215,05010.6%
Michigan73,9008.1%73,7907.9%
Rhode Island123,4607.2%123,4207.2%
Connecticut113,3306.9%113,3307.0%
New York93,0206.3%93,0206.3%
Georgia52,8606.0%42,8405.9%
North Carolina72,6605.5%72,6605.6%
Massachusetts92,5205.2%92,5205.3%
Maryland92,4805.2%92,6305.5%
Kentucky52,3704.9%52,3705.0%
Texas32,0604.3%32,0604.3%
South Carolina81,8203.8%81,8203.8%
Puerto Rico11,6103.4%11,6103.4%
Ohio21,0402.2%21,0402.2%
Alabama17601.6%17201.5%
Mississippi15901.2%15901.2%
Arkansas15801.2%15801.2%
Virginia24200.9%24200.9%
New Jersey24100.9%24100.9%
Tennessee23900.8%23900.8%
Maine32500.5%32500.5%
New Hampshire12200.5%12200.5%
Vermont12100.4%12100.4%
Oklahoma11600.3%11600.3%
13548,03013447,820

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NON-GAAP FINANCIAL MEASURES

In addition to the results reported in accordance with GAAP in our "Results of Operations" below, we have provided information regarding net operating income ("NOI") and funds from operations ("FFO") as supplemental performance measures. We believe NOI and FFO are appropriate measures given their wide use by and relevance to investors and analysts following the real estate industry. NOI provides a measure of rental operations and does not factor in depreciation, amortization and non-property specific expenses such as general and administrative expenses. FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation / amortization of real estate assets. In addition, NOI and FFO are commonly used in various ratios, pricing multiples / yields and returns and valuation calculations used to measure financial position, performance and value.

NOI

Total Portfolio NOI - NOI is derived from property operating revenues minus property operating expenses and real estate taxes. NOI is a non-GAAP financial measure that we believe is helpful to investors as a supplemental measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. We use NOI as a key measure when evaluating performance and growth of particular properties and / or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization, interest expense and non-property specific expenses such as general and administrative expenses, all of which are significant costs. Therefore, NOI is a measure of the operating performance of our properties rather than of the Company overall. We believe that NOI provides enhanced comparability for investor evaluation of properties' performance and growth over time.

We believe that GAAP net income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an alternative to GAAP net income (loss) as an indication of our financial performance or GAAP cash flow from operating activities as a measure of our liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. Because of the inclusion of items such as interest, depreciation and amortization, the use of GAAP net income (loss) as a performance measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a parent company level and not at a property level.

Same Property NOI - This is a management tool used when evaluating the performance and growth of our Same Property portfolio. We define same properties as those we have owned and operated continuously since January 1, 2022. Same properties exclude ground-up development properties, acquired properties and properties sold after December 31, 2021. The Same Property data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions or unique situations. Same Property NOI does not include the revenues and expenses related to home sales, and service, retail, dining and entertainment activities at the properties. We believe that Same Property NOI is helpful to investors as a supplemental comparative performance measure of the income generated from the Same Property portfolio from one period to the next.

FFO

FFO is defined by the National Association of Real Estate Investment Trusts ("NAREIT") as GAAP net income (loss), excluding gains (or losses) from sales of depreciable operating property, plus real estate related depreciation and amortization, real estate related impairments, and after adjustments for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of our operating performance. By excluding gains and losses related to sales of previously depreciated operating real estate assets, real estate related to impairment and real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not readily apparent from GAAP net income (loss). Management believes the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful.

Core FFO - In addition, we use FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business ("Core FFO").

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SUN COMMUNITIES, INC.

We believe that FFO and Core FFO provide enhanced comparability for investor evaluations of period-over-period results. We believe that GAAP net income (loss) is the most directly comparable measure to FFO. The principal limitation of FFO is that it does not replace GAAP net income (loss) as a financial performance measure or GAAP cash flow from operating activities as a measure of our liquidity. Because FFO excludes significant economic components of GAAP net income (loss) including depreciation and amortization, FFO should be used as a supplement to GAAP net income (loss) and not as an alternative to it. Furthermore, FFO is not intended as a measure of a REIT's ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO is calculated in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that interpret the NAREIT definition differently.

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RESULTS OF OPERATIONS

Summary Statements of Operations

The following tables reconcile the Net Income / (Loss) attributable to Sun Communities, Inc. common shareholders to NOI and summarize our consolidated financial results for the years ended December 31, 2023, 2022 and 2021 (in millions):

Year Ended
December 31, 2023December 31, 2022December 31, 2021
Net income / (loss) attributable to SUI common shareholders$(213.3)$242.0$380.2
Interest income(45.4)(35.2)(12.2)
Brokerage commissions and other revenues, net(60.6)(34.9)(30.2)
General and administrative270.2256.8181.3
Catastrophic event-related charges, net3.817.52.2
Business combinations3.024.71.4
Depreciation and amortization660.0601.8522.7
Asset impairments10.13.0
Goodwill impairment369.9
Loss on extinguishment of debt (see Note 9)4.48.1
Interest expense325.8229.8158.6
Interest on mandatorily redeemable preferred OP units / equity3.34.24.2
(Gain) / loss on remeasurement of marketable securities (see Note 15)16.053.4(33.5)
(Gain) / loss on foreign currency exchanges0.3(5.4)3.7
Gain on disposition of properties(11.0)(12.2)(108.1)
Other expense, net7.52.112.1
(Gain) / loss on remeasurement of notes receivable (see Note 4)106.70.8(0.7)
Income from nonconsolidated affiliates (see Note 7)(16.0)(2.9)(4.0)
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 7)4.22.70.2
Current tax expense (see Note 13)14.510.31.2
Deferred tax (benefit) / expense (see Note 13)(22.9)(4.2)0.1
Add: Preferred return to preferred OP units / equity interests12.311.012.1
Add: Income / (loss) attributable to noncontrolling interests(8.1)10.821.5
NOI$1,430.3$1,380.5$1,120.9
Year Ended
December 31, 2023December 31, 2022December 31, 2021
Real property NOI$1,251.9$1,167.0$1,002.6
Home sales NOI124.5154.674.4
Service, retail, dining and entertainment NOI53.958.943.9
NOI$1,430.3$1,380.5$1,120.9

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SUN COMMUNITIES, INC.

Seasonality of Revenue

The RV and marina industries are seasonal in nature, and the results of operations in any one period may not be indicative of results in future periods.

In the RV segment, certain properties maintain higher occupancy during the summer months, while other properties maintain higher occupancy during the winter months. Based on the location of our properties with transient RV sites, our portfolio generally produces higher revenues between April and September than between October and March. The following table presents the seasonality of real property-transient revenue for the years ended December 31, 2023, 2022 and 2021:

Real property - transient revenue (in millions)For the Three Months Ended
YearMarch 31June 30September 30December 31Total
2023$321.412.4%27.8%47.3%12.5%100.0%
2022$334.512.7%27.8%45.8%13.7%100.0%
2021$266.611.9%27.3%44.9%15.9%100.0%

In the marina market, the majority of our wet slip and dry storage space leases have annual terms that are billed seasonally. Wet slip storage increases during the summer months for the boating season, whereas dry storage increases during the winter season as weather patterns require boat owners to store their vessels on dry docks or within covered racks. The following table presents the seasonality of Marina real property revenue for the years ended December 31, 2023, 2022 and 2021:

Seasonal real property revenue(in millions)For the Three Months Ended
YearMarch 31June 30September 30December 31Total
2023$348.720.8%25.9%28.6%24.7%100.0%
2022$310.220.1%25.6%29.0%25.3%100.0%
2021$246.617.7%25.0%29.9%27.4%100.0%

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Real Property Operations - Total Portfolio

The following tables reflect certain financial and other information for our real estate operations by segment as of and for the years ended December 31, 2023 and 2022 (in millions, except for statistical information):

Year Ended December 31, 2023Year Ended December 31, 2022
MHMH
Financial InformationNorth AmericaUKTotalRVMarinasTotalNorth AmericaUK(a)TotalRVMarinasTotal
Revenues
Real property (excluding transient)$906.1$114.2$1,020.3$287.1$406.8$1,714.2$844.0$70.1$914.1$268.9$365.9$1,548.9
Real property - transient1.942.144.0276.824.8345.61.638.540.1294.418.8353.3
Total operating revenues908.0156.31,064.3563.9431.62,059.8845.6108.6954.2563.3384.71,902.2
Expenses
Property operating expenses297.589.6387.1262.1158.7807.9274.657.6332.2261.4141.6735.2
Real Property NOI$610.5$66.7$677.2$301.8$272.9$1,251.9$571.0$51.0$622.0$301.9$243.1$1,167.0
As of December 31, 2023As of December 31, 2022
MHMH
Other informationNorth AmericaUKTotalRVMarinasTotalNorth AmericaUK(a)TotalRVMarinasTotal
Number of properties2985535317913566729855353182134669
Sites, wet slips and dry storage spaces
Sites, wet slips and dry storage spaces(b)100,32018,110118,43032,39048,030198,85099,98018,040118,02030,33047,820196,170
Transient sitesN/M3,2003,20025,290N/A28,490N/M3,1403,14028,040N/A31,180
Total100,32021,310121,63057,68048,030227,34099,98021,180121,16058,37047,820227,350
MH and Annual RV Occupancy96.6%89.5%95.5%100.0%N/A96.4%95.9%89.0%95.0%100.0%N/A96.0%

N/M = Not meaningful.

N/A = Not applicable.

(a) UK amounts for the year ended December 31, 2022 cover April 8, 2022 (date of acquisition) to December 31, 2022.

(b) MH annual sites included 10,237 and 9,334 rental homes in our Rental Program at December 31, 2023 and 2022, respectively. Our investment in occupied rental homes at December 31, 2023 was $697.1 million, an increase of 21.8% from $572.3 million at December 31, 2022.

For the year ended December 31, 2023, the $84.9 million, or 7.3% increase in Real Property NOI as compared to the same period in 2022, consists of $39.0 million from Same Property MH and $13.5 million from Same Property RV from the North America operations, $24.7 million from Same Property Marina, and $7.7 million, net from the UK operations and other recently acquired or developed properties.

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Real Property Operations - Same Property Portfolio

Same Property refers to properties that we have owned for at least the preceding year, exclusive of properties recently completed or under construction, and other properties as determined by management. The Same Property data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions or unique situations.

In order to evaluate the growth of the Same Property portfolio, management has classified certain items differently than our GAAP statements. The reclassification difference between our GAAP statements and our Same Property portfolio is the reclassification of utility revenues from real property revenue to operating expenses. A significant portion of our utility charges are re-billed to our residents. Additionally, for the MH and RV segments, the amounts in the tables below reflect constant currency for comparative purposes. Additionally, prior period Canadian currency figures have been translated at 2023 and 2022 average exchange rates for constant currency comparability.

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Real Property Operations - Same Property - MH, RV and Marina

The following tables reflect certain financial and other information for our Same Property MH, RV and Marina portfolios as of and for the years ended December 31, 2023 and 2022 (in millions, except for statistical information).

Year Ended
December 31, 2023December 31, 2022Total Change% Change(c)
MH(a)RV(a)MarinaTotalMH(a)RV(a)MarinaTotalMHRVMarinaTotal(d)
Financial information
Same Property Revenues
Real property (excluding transient)$830.4$263.8$326.0$1,420.2$776.2$228.1$302.4$1,306.7$113.57.0%15.6%7.8%8.7%
Real property - transient1.6256.221.7279.51.2275.416.4293.0(13.5)25.9%(7.0)%32.6%(4.6)%
Total Same Property operating revenues832.0520.0347.71,699.7777.4503.5318.81,599.7100.07.0%3.3%9.1%6.2%
Same Property Expenses
Same Property operating expenses(b)(d)223.8224.7112.1560.6208.2221.7107.9537.822.87.5%1.4%3.9%4.2%
Real Property NOI(d)$608.2$295.3$235.6$1,139.1$569.2$281.8$210.9$1,061.9$77.26.8%4.8%11.7%7.3%
Other information
Number of properties288160119567288160119567
Sites, wet slips and dry storage spaces98,62054,37040,890193,88098,34054,40041,000193,740
Year Ended
December 31, 2022December 31, 2021Total Change% Change(c)
MH(a)RV(a)MarinaTotalMH(a)RV(a)MarinaTotalMHRVMarinaTotal(d)
Financial information
Same Property Revenues
Real property (excluding transient)$759.7$213.1$233.7$1,206.5$726.4$188.4$217.0$1,131.8$74.74.6%13.1%7.8%6.6%
Real property - transient1.2243.812.4257.41.5236.113.0250.66.8(14.8)%3.3%(5.1)%2.7%
Total Same Property operating revenues760.9456.9246.11,463.9727.9424.5230.01,382.481.54.5%7.6%7.0%5.9%
Same Property Expenses
Same Property operating expenses(b)(d)202.7195.484.1482.2187.5187.479.5454.427.88.1%4.2%5.8%6.1%
Real Property NOI(d)$558.2$261.5$162.0$981.7$540.4$237.1$150.5$928.0$53.73.3%10.3%7.7%5.8%
Other information
Number of properties276145101522276145101522
Sites, wet slips and dry storage spaces94,93048,77035,550179,25094,40048,72035,740178,860

(a) Same Property results for our MH and RV properties reflect constant currency for comparative purposes. Canadian currency figures in the prior comparative period have been translated at the average exchange rate during the years ended December 31, 2023 and 2022 of $0.7418 and $0.7689 USD per Canadian dollar, respectively.

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Real Property Operations - Same Property Portfolio (Continued)

(b) We net certain utilities revenues (which include utility reimbursement revenues from residents) against related utility expenses in property operating expenses as follows (in millions):

Year Ended December 31, 2023Year Ended December 31, 2022
MHRVMarinaTotalMHRVMarinaTotal
Utility revenue netted against related utility expense$68.3$19.3$22.7$110.3$63.8$18.1$19.2$101.1
Year Ended December 31, 2022Year Ended December 31, 2021
MHRVMarinaTotalMHRVMarinaTotal
Utility revenue netted against related utility expense$61.9$17.1$11.4$90.4$57.3$14.1$11.1$82.5

(c) Percentages are calculated based on unrounded numbers.

(d) Total Same Property operating expenses consist of the following components for the periods shown (in millions), and exclude amounts invested into recently acquired properties to bring them up to our standards.

Year EndedYear Ended
December 31, 2023December 31, 2022Change% ChangeDecember 31, 2022December 31, 2021Change% Change
Payroll and benefits$190.6$181.6$9.05.0%$161.8$151.2$10.67.0%
Real estate taxes107.2103.14.14.0%94.188.45.76.5%
Supplies and repairs75.278.9(3.7)(4.7)%73.068.24.86.9%
Utilities64.767.0(2.3)(3.4)%63.357.36.010.4%
Legal, state / local taxes, and insurance55.839.216.642.3%35.732.43.310.1%
Other67.168.0(0.9)(1.4)%54.356.9(2.6)(4.6)%
Total Same Property Operating Expenses$560.6$537.8$22.84.2%$482.2$454.4$27.86.1%

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Same Property Summary (in whole units)

As ofAs of
December 31, 2023December 31, 2022December 31, 2022December 31, 2021
MHRVMHRVMHRVMHRV
Other Information
Number of properties288160288160276145276145
Sites
MH and Annual RV sites98,62032,09098,34030,03094,93028,42094,40026,660
Transient RV sitesN/M22,280N/M24,370N/M20,350N/M22,060
Total98,62054,37098,34054,40094,93048,77094,40048,720
MH & Annual RV Occupancy
Occupancy(a)97.3%100.0%96.6%100.0%97.1%100.0%97.2%100.0%
Monthly base rent per site$670$593$630$546$635$555$607$516
% change in monthly base rent(b)6.4%8.7%N/AN/A4.6%7.6%N/AN/A
Rental Program Statistics included in MH:
Number of occupied sites, end of period(c)10,010N/A9,310N/A8,930N/A9,570N/A
Monthly rent per site - MH Rental Program$1,292N/A$1,221N/A$1,225N/A$1,117N/A
% change(c)5.8%N/AN/AN/A9.7%N/AN/AN/A

N/M = Not meaningful. N/A = Not applicable.

(a) Same Property adjusted blended occupancy for MH and RV increased to 98.9% at December 31, 2023, from 96.6% at December 31, 2022. The 230 basis point increase was driven by MH expansion fills and the conversion of transient RV sites to annual sites. Same Property blended occupancy for MH and RV was 97.9% at December 31, 2023, from 97.4% at December 31, 2022. Same Property adjusted blended occupancy for MH and RV increased to 98.6% at December 31, 2022, from 96.8% at December 31, 2021. The 180 basis point increase was driven by MH expansion fills and the conversion of transient RV sites to annual sites. Same Property blended occupancy for MH and RV was 97.8% at December 31, 2022 and 2021.

(b) Calculated using actual results without rounding.

(c) Occupied rental program sites in Same Property are included in total sites.

For the years ended December 31, 2023 and 2022:

•The Same Property data includes all properties that we have owned and operated continuously since January 1, 2022 exclusive of ground-up development and redevelopment properties recently completed or under construction, and other properties as determined by management.

•The MH segment's increase in NOI of $39.0 million, or 6.8% when compared to the same period in 2022, is primarily due to an increase in Real property (excluding transient) revenue of $54.2 million, or 7.0%. Real property (excluding transient and other) revenue increased primarily due to a 6.4% increase in monthly base rent.

•The RV segment's increase in NOI of $13.5 million, or 4.8% when compared to the same period in 2022, is primarily due to an increase in Real property (excluding transient) revenue of $35.7 million, or 15.6%, primarily due to an 8.7% increase in monthly base rent and conversions of transient RV sites to annual RV sites.

•The Marina segment increase in NOI of $24.7 million, or 11.7% when compared to the same period in 2022, is primarily due to a $23.6 million, or 7.8% increase in Real property (excluding transient) revenue.

For the years ended December 31, 2022 and 2021:

•The Same Property data includes all properties that we owned and operated continuously since January 1, 2021, exclusive of ground-up development and redevelopment properties recently completed or under construction, and other properties as determined by management.

•The MH segment's increase in NOI of $17.8 million, or 3.3% when compared to the same period in 2021, is primarily due to an increase in Real property (excluding transient) revenue of $33.3 million, or 4.6%. Real property (excluding transient and other) revenue increased due to a 4.6% increase in monthly base rent.

•The RV segment's increase in NOI of $24.4 million, or 10.3% when compared to the same period in 2021, is primarily due to an increase in Real property - transient revenue of $24.7 million, or 13.1%, due to a 7.6% increase in monthly base rent and conversions of transient RV sites to annual RV sites.

•The Marina segment increase in NOI of $11.5 million, or 7.7% when compared to the same period in 2021, is primarily due to a $16.7 million, or 7.8% increase in Real property (excluding transient) revenue.

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Home Sales Summary

We sell new and pre-owned homes to current and prospective residents and customers in our communities. This inventory is purchased from manufacturers, lenders, dealers, former residents or customers.

The following table reflects certain financial and statistical information for our Home Sales Program for the years ended December 31, 2023 and 2022 (in millions, except for average selling prices and other information):

Year Ended
December 31, 2023December 31, 2022Change% Change
North America
Home sales$233.8$275.4$(41.6)(15.1)%
Home cost and selling expenses178.7203.3(24.6)(12.1)%
NOI$55.1$72.1$(17.0)(23.6)%
NOI margin %23.6%26.2%(2.6)%
UK(a)
Home sales$186.1$190.4$(4.3)(2.3)%
Home cost and selling expenses116.7107.98.88.2%
NOI$69.4$82.5$(13.1)(15.9)%
NOI margin %37.3%43.3%(6.0)%
Total
Home sales$419.9$465.8$(45.9)(9.9)%
Home cost and selling expenses295.4311.2(15.8)(5.1)%
NOI$124.5$154.6$(30.1)(19.5)%
NOI margin %29.6%33.2%(3.5)%
Units Sold:*
North America2,5653,212(647)(20.1)%
UK(a)2,8572,34351421.9%
Total home sales5,4225,555(133)(2.4)%
Average Selling Price:*
North America$91,150$85,741$5,4096.3%
UK(a)$65,138$81,263$(16,125)(19.8)%

(a) UK amounts for the year ended December 31, 2022 cover the period from April 8, 2022 (date of acquisition) through December 31, 2022.

NOI - North America

For the year ended December 31, 2023, the 23.6% decrease in NOI is primarily driven by a 20.1% decrease in total home sales volume as compared to the same period in 2022.

NOI - UK

For the year ended December 31, 2023, the 15.9% decrease in NOI is primarily driven by a 19.8% decrease in average selling price, partially offset by a full period of activity related to our properties in the UK during the current period as compared to a shorter period of activity from the date of acquisition of Park Holidays on April 8, 2022 through December 31, 2022.

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Other Items - Statements of Operations(1)

The following table summarizes other income and expenses for the years ended December 31, 2023 and 2022 (amounts in millions):

Year Ended
December 31, 2023December 31, 2022Change% Change
Service, retail, dining and entertainment, net$53.9$58.9$(5.0)(8.5)%
Interest income$45.4$35.2$10.229.0%
Brokerage commissions and other, net$60.6$34.9$25.773.6%
General and administrative expense$270.2$256.8$13.45.2%
Catastrophic event-related charges, net$3.8$17.5$(13.7)(78.3)%
Business combinations$3.0$24.7$(21.7)(87.9)%
Depreciation and amortization$660.0$601.8$58.29.7%
Asset impairments$10.1$3.0$7.1236.7%
Goodwill impairment$369.9$$369.9N/A
Loss on extinguishment of debt$$4.4$(4.4)(100.0)%
Interest expense$325.8$229.8$96.041.8%
Interest on mandatorily redeemable preferred OP units / equity$3.3$4.2$(0.9)(21.4)%
Loss on remeasurement of marketable securities$(16.0)$(53.4)$37.4(70.0)%
Gain / (loss) on foreign currency exchanges$(0.3)$5.4$(5.7)N/M
Gain on dispositions of properties$11.0$12.2$(1.2)(9.8)%
Other expense, net$(7.5)$(2.1)$(5.4)257.1%
Loss on remeasurement of notes receivable$(106.7)$(0.8)$(105.9)N/M
Income from nonconsolidated affiliates$16.0$2.9$13.1N/M
Loss on remeasurement of investment in nonconsolidated affiliates$(4.2)$(2.7)$(1.5)(55.6)%
Current tax expense$(14.5)$(10.3)$(4.2)40.8%
Deferred tax benefit$22.9$4.2$18.7N/M
Preferred return to preferred OP units / equity interests$12.3$11.0$1.311.8%
Income / (loss) attributable to noncontrolling interests$(8.1)$10.8$(18.9)(175.0)%

(1) Only items determined by management to be material, of interest, or unique to the periods disclosed above are explained below.

N/M = Not meaningful.

Interest income - for the year ended December 31, 2023, increased primarily due to a larger loan balance provided to Royale Holdings Group HoldCo Limited, a real estate operator, to fund investing and financing activities in the current period as compared to the same periods in 2022.

Brokerage commissions and other, net - for the year ended December 31, 2023, increased primarily due to the receipt of business interruption insurance recoveries of $20.2 million, net of deductibles, in connection with Hurricane Ian. Refer to Note 17, "Commitments and Contingencies," in our accompanying Consolidated Financial statements for additional information.

Catastrophic event-related charges, net - for the year ended December 31, 2023, was an expense of $3.8 million, compared to an expense of $17.5 million in 2022. The expense in 2023 was primarily due to an asset impairment charge of $7.0 million driven by flooding at an RV community in New Hampshire, partially offset by the receipt of insurance recoveries related to Hurricane Irma, compared to impairment charges in 2022 related to damaged property from Hurricane Ian. Refer to Note 17, "Commitments and Contingencies," in our accompanying Consolidated Financial Statements for additional information.

Business combinations - for the year ended December 31, 2023, decreased primarily as a result of no new acquisitions accounted for as business combinations during 2023 as compared to the same period in 2022. Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional information.

Goodwill impairment - for the year ended December 31, 2023, was due to goodwill impairment charges driven by a decline in the fair value of our United Kingdom reporting unit within the MH segment. Refer to Note 6, "Goodwill and Other Intangible Assets," and Note 22, "Quarterly Financial Data (Unaudited and Restated)," in our accompanying Consolidated Financial Statements for additional information.

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Interest expense - for the year ended December 31, 2023, increased due to the higher carrying balance of debt and increased interest rates as compared to the same period in 2022. Refer to Note 9, "Debt and Line of Credit," in our accompanying Consolidated Financial Statements for additional information.

Loss on remeasurement of marketable securities - for the year ended December 31, 2023, was a loss of $16.0 million, as compared to a loss of $53.4 million during the same period in 2022 due to the fluctuation in the price of publicly traded marketable securities we owned. During the year ended December 31, 2023, we sold all of these marketable securities. Refer to Note 16, "Fair Value of Financial Instruments," in our accompanying Consolidated Financial Statements for additional information.

Loss on remeasurement of notes receivable - for the year ended December 31, 2023, was a loss of $106.7 million, as compared to a loss of $0.8 million during the same period in 2022 due to an impairment charge of $102.9 million recorded in 2023 related to our note receivable from the Royale Holdings Group HoldCo Limited. Refer to Note 4, "Notes and Other Receivables," in our accompanying Consolidated Financial Statements for additional information.

Income from nonconsolidated affiliates - for the year ended December 31, 2023, increased as compared to 2022, primarily due to the gain recognized on the disposition of our investment in Rezplot of $15.3 million in 2023. Refer to Note 7, "Investments in Nonconsolidated Affiliates," in our accompanying Consolidated Financial Statements for additional information.

Deferred tax benefit - for the year ended December 31, 2023, increased primarily due to additional deferred interest deductions at our UK operations compared to the same period in 2022. Refer to Note 13, "Income Taxes," in our accompanying Consolidated Financial Statements for additional information.

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RECONCILIATION OF NET INCOME ATTRIBUTABLE TO SUI COMMON SHAREHOLDERS TO FFO

The following table reconciles Net income / (loss) attributable to SUI common shareholders to FFO for the years ended December 31, 2023, 2022 and 2021 (in millions, except for per share amounts):

Year Ended
December 31, 2023December 31, 2022December 31, 2021
Net Income / (Loss) Attributable to SUI Common Shareholders$(213.3)$242.0$380.2
Adjustments
Depreciation and amortization657.2599.6521.9
Depreciation on nonconsolidated affiliates0.20.10.1
Asset impairments10.13.0
Goodwill impairment369.9
(Gain) / loss on remeasurement of marketable securities16.053.4(33.5)
Loss on remeasurement of investment in nonconsolidated affiliates4.22.70.2
(Gain) / loss on remeasurement of notes receivable106.70.8(0.7)
Loss on remeasurement of collateralized receivables and secured borrowings, net0.4
Gain on dispositions of properties, including tax effect(8.9)(12.2)(108.1)
Add: Returns on preferred OP units11.89.54.0
Add: Income attributable to noncontrolling interests(8.1)10.414.7
Gain on dispositions of assets, net(38.0)(54.9)(60.5)
FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities(1)$908.2$854.4$718.3
Adjustments
Business combination expense3.024.71.3
Acquisition and other transaction costs(2)25.322.78.7
Loss on extinguishment of debt4.48.1
Catastrophic event-related charges, net3.817.52.2
Loss of earnings - catastrophic event-related charges, net(3)2.14.80.2
(Gain) / loss on foreign currency exchanges0.3(5.4)3.7
Other adjustments, net(4)(27.4)0.416.2
Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities(1)$915.3$923.5$758.7
Weighted Average Common Shares Outstanding - Diluted128.9125.6116.5
FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities Per Share$7.05$6.80$6.16
Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities Per Share$7.10$7.35$6.51

(1)Excludes the effect of certain anti-dilutive convertible securities.

(2)These costs represent (i) nonrecurring integration expenses associated with acquisitions during the years ended December 31, 2023, and 2022, (ii) costs associated with potential acquisitions that will not close, (iii) costs associated with the termination of the bridge loan commitment during the three months ended March 31, 2022 related to the acquisition of Park Holidays, (iv) expenses incurred to bring recently acquired properties up to our operating standards, including items such as tree trimming and painting costs that do not meet our capitalization policy, and (v) other non-recurring transaction costs.

(3)Loss of earnings - catastrophic event-related charges, net for the year ended December 2023 included the following:

Year Ended
December 31, 2023
Hurricane Ian - Three Fort Myers, Florida RV communities impaired
Estimated loss of earnings in excess of the applicable business interruption deductible$21.9
Insurance recoveries received for previously estimated loss of earnings through August 31, 2023(19.7)
Hurricane Irma - Three Florida Keys communities impaired
Estimated loss of earnings in excess of the applicable business interruption deductible0.5
Reversal of unpaid previously estimated loss of earnings that we do not expect to recover(0.6)
Loss of earnings - catastrophic event-related charges, net$2.1

(4)Other adjustments, net relates primarily to (i) deferred tax expense / (benefit) and long term lease termination expense / (benefit) during the years ended December 31, 2023, 2022 and 2021, (ii) accelerated deferred compensation amortization and gain on sale of investment in nonconsolidated affiliate during the years ended December 31, 2023 and 2022, (iii) non-recurring management fees, severance costs, and ERP implementation costs during the year ended December 31, 2023, (iv) change in estimated contingent consideration during the years ended December 31, 2023 and December 31, 2021, (v) gain from legal settlement during the year ended December 31, 2022 and (vi) RV rebranding non-recurring costs for the years ended December 31, 2022 and 2021.

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LIQUIDITY AND CAPITAL RESOURCES

Short-term Liquidity

Our principal short-term liquidity demands historically have been, and are expected to continue to be, distributions to our shareholders and the unit holders of the Operating Partnership, property acquisitions, development and expansion of our properties, capital improvement of our properties, the purchase of new and pre-owned homes, and debt repayment. We intend to meet our short-term liquidity requirements through available cash balances, cash flow generated from operations, draws on our Senior Credit Facility, and the use of debt and equity offerings under our shelf registration statement. Refer to Note 9, "Debt and Line of Credit" and Note 10, "Equity and Temporary Equity" and Note 21, "Subsequent Events," in our accompanying Consolidated Financial Statements for additional information and related activity subsequent to December 31, 2023.

We also intend to continue to strengthen our capital and liquidity positions by focusing on our core fundamentals, which are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We take a disciplined approach to selecting the optimal mix of financing sources to meet our liquidity demands and minimize our overall cost of capital. Our investment grade credit ratings of BBB and Baa3 from S&P Global and Moody's, respectively, remain unchanged from the initial rating. We plan to continue to capitalize on our unsecured bond market access to optimize our cost of capital and increase our financial flexibility.

Current market and economic conditions, including relating to, among other things, interest rates, currency fluctuations, equity valuations and inflation, may adversely affect our ability to obtain debt and equity capital in the short term on attractive terms.

Throughout our history, we have demonstrated operational reliability and cash flow strength throughout economic cycles. Our current objectives include streamlining our operations with an emphasis on our reliable real property income. We recognize the headwinds we are facing from a challenging macroeconomic environment and are re-aligning our strategy to focus on our proven, durable income streams. We are positioned for ongoing organic growth with expected rental rate increases, occupancy gains and expense management. Looking ahead to 2024, we expect rental rate growth that exceeds headline inflation with ongoing focus on expense management to continue generating strong organic cash flow growth.

Given a macroeconomic backdrop of sustained higher interest rates, we intend to prioritize variable rate debt reduction as our primary use of free cash flow from our operations and selective capital recycling. In addition, we are pulling back on our development activity and capital spending considering the more challenging macroeconomic and capital market environment. Capital spending besides projects that are underway, will be solely focused on the most strategic opportunities. We also attempt to manage interest rate risks by using interest rate hedging instruments and by monitoring our overall leverage levels. We engage in certain hedging transactions to limit our exposure from the adverse effects of changes in interest rates on borrowing costs of our loans.

Acquisition, development and expansion activities

Subject to market conditions, we intend to selectively identify opportunities to expand our development pipeline and acquire existing properties. We finance acquisitions through available cash, secured financing, draws on our Senior Credit Facility, the assumption of existing debt on properties and the issuance of debt and equity securities. The current higher interest rate environment may make it more expensive to finance acquisitions and fund developments and expansion. We will continue very selectively to evaluate acquisition and development opportunities that meet our underwriting criteria.

During the year ended December 31, 2023, we acquired one MH community with 68 sites and 72 development sites, and one marina with 24 wet slips and dry storage spaces, for an aggregate purchase price of approximately $107.0 million. Total acquisition investments were $368.7 million during the year ended December 31, 2023, and represents the purchase price paid for operating properties and land parcels for future ground-up development and expansions activities, plus any capital improvements identified during due diligence needed to bring acquired properties up to our operating standards.

We have been focused on property ground-up development and expansion opportunities adjacent to our existing properties. During the year ended December 31, 2023, we acquired four land parcels located in the U.S. and the UK for the potential development of over 1,350 sites, expanded 14 of our existing communities by over 440 sites and delivered 360 sites at five ground-up development properties.

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We continue to selectively expand our properties utilizing our inventory of owned and entitled land. We have over 17,980 MH and RV sites suitable for future development.

Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional detail on acquisitions completed to date.

Capital Expenditures (excluding Acquisition costs)

Our capital expenditures include lot modifications, growth projects, rebranding, acquisition-related capital expenditures, expansion and development construction costs, rental home purchases and recurring capital expenditures.

Our capital expenditure activity is summarized as follows (in millions):

Year Ended
December 31, 2023December 31, 2022
Recurring Capital Expenditures$87.3$73.8
Non-Recurring Capital Expenditures and Related Activities
Lot Modifications54.939.1
Growth Projects104.599.5
Rebranding4.715.0
Capital improvements to recent acquisitions215.3280.3
Expansion and Development276.3261.8
Rental Program260.9151.1
Other(0.9)0.4
Total Non-Recurring Capital Expenditure and Related Activities915.7847.2
Total Capital Expenditure and Related Activities$1,003.0$921.0

Recurring capital expenditures

Property recurring capital expenditures are necessary to maintain asset quality, including purchasing and replacing items used to operate the communities and marinas. Recurring capital expenditures at our MH and RV properties include major road, driveway and pool improvements; clubhouse renovations; adding or replacing streetlights; playground equipment; signage; maintenance facilities; manager housing and property vehicles. Recurring capital expenditures at our marinas include dredging, dock repairs and improvements, and equipment maintenance and upgrades. The minimum capitalized amount is five hundred dollars.

Non-Recurring Capital Expenditures and Related Activities

Lot modifications - lot modification capital expenditures are incurred to modify the foundational structures required to set a new home after a previous home has been removed. These expenditures are necessary to create a revenue stream from a new site renter and often improve the quality of the community. Other lot modification expenditures include land improvements added to annual RV sites to aid in the conversion of transient RV guests to annual contracts.

Growth projects - growth projects consist of revenue generating or expense reducing activities at the properties. These include, but are not limited to, utility efficiency and renewable energy projects, site, slip or amenity upgrades such as the addition of a garage, shed or boat lift, and other special capital projects that substantiate an incremental rental increase.

Rebranding - rebranding includes new signage at our RV communities and the costs of building an RV mobile application and updated website.

Capital improvements subsequent to acquisition often require 24 to 36 months to complete after closing and include upgrading clubhouses; landscaping; new street light systems; new mail delivery systems; pool renovations including larger decks, heaters and furniture; new maintenance facilities; lot modifications; and new signage including main signs and internal road signs.

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Expansion and development expenditures - consist primarily of construction costs such as roads, activities, and amenities, and costs necessary to complete site improvements, such as driveways, sidewalks and landscaping at our MH and RV communities. Expenditures also include costs to rebuild after damage has been incurred at MH, RV or marina properties, and research and development.

Rental program - consists of investment in the acquisition of homes intended for the Rental Program and the purchase of vacation rental homes at our RV communities. Expenditures for these investments depend upon the condition of the markets for repossessions and new home sales, rental homes and vacation rental homes.

Cash Flow Activities

Our cash flow activities are summarized as follows (in millions):

Year Ended
December 31, 2023December 31, 2022December 31, 2021
Net Cash Provided by Operating Activities$790.5$734.9$753.6
Net Cash Used for Investing Activities$(919.5)$(3,062.6)$(2,338.2)
Net Cash Provided by Financing Activities$80.3$2,348.6$1,570.4
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash$1.0$(8.7)$(0.2)

Cash, cash equivalents and restricted cash decreased by $47.7 million from $90.4 million as of December 31, 2022, to $42.7 million as of December 31, 2023.

Operating activities - Net cash provided by operating activities increased by $55.6 million to $790.5 million for the year ended December 31, 2023, compared to $734.9 million for the year ended December 31, 2022. The increase in operating cash flow was primarily due to improved Same Property operating performance at our MH and RV communities and marinas, partially offset by an increase in interest expense during the year ended December 31, 2023 as compared to the corresponding period in 2022.

Our net cash flows provided by operating activities from continuing operations may be adversely impacted by, among other things:

•the market and economic conditions in our current markets generally, and specifically in the metropolitan areas of our current markets;

•lower occupancy and rental rates of our properties;

•substantial increases in insurance premiums;

•increases in other operating costs, such as wage and benefit costs, real estate taxes and utilities;

•decreased sales of manufactured homes;

•current volatility in economic conditions and the financial markets; and

•the effects of outbreaks of disease and related restrictions on business operations. Refer to "Risk Factors" in Part I, Item 1A in this Annual Report on Form 10-K.

Investing activities - Net cash used for investing activities decreased by $2.1 billion to $919.5 million for the year ended December 31, 2023, compared to $3.1 billion for the year ended December 31, 2022. The decrease in Net cash used for investing activities was primarily driven by a decrease in cash deployed to acquire properties during the year ended December 31, 2023 as compared to the corresponding period in 2022. Refer to the Consolidated Statements of Cash Flows for detail on the net cash used for investing activities during the years ended December 31, 2023 and 2022. Refer to Note 3, "Real Estate Acquisitions and Dispositions" and Note 21, "Subsequent Events," in our accompanying Consolidated Financial Statements for additional information on acquisitions and investment activity subsequent to December 31, 2023.

Financing activities - Net cash provided by financing activities decreased by $2.3 billion to $80.3 million for the year ended December 31, 2023, compared to $2.3 billion for the year ended December 31, 2022. The decrease in Net cash provided by financing activities was primarily driven by a decrease in borrowings on our Senior Credit Facility, net of repayments, a decrease in issuance of common stock, OP units and preferred OP units, net, during the year ended December 31, 2023 as compared to the corresponding period in 2022. Refer to the Consolidated Statements of Cash Flows for detail on the net cash provided by financing activities during the years ended December 31, 2023 and 2022. Refer to Note 8, "Consolidated Variable Interest Entities," Note 9, "Debt and Line of Credit" and Note 10, "Equity and Temporary Equity," in our accompanying Consolidated Financial Statements for additional information.

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We are exposed to interest rate variability associated with our outstanding floating rate debt and any maturing debt that has to be refinanced. Interest rate movements impact our borrowing costs and, while as of December 31, 2023, over 84% of our total debt was fixed rate financing, including the impact of hedge activity, increases in interest costs are likely to adversely affect our financial results.

Equity and Debt Activity

Public Equity Offerings

In November 2021, we entered into forward sale agreements in connection with an underwritten registered public offering of 4,025,000 shares of our common stock at a public offering price of $185.00 per share. In April 2022, we completed the physical settlement of the 4,025,000 shares of common stock and received aggregate net proceeds of $705.4 million. We used the net proceeds to repay borrowings outstanding under our Senior Credit Facility, and for working capital and general corporate purposes.

At the Market Offering Sales Agreement

In December 2021, we entered into an At the Market Offering Sales Agreement (the "Sales Agreement"), with certain sales agents and forward sellers pursuant to which we may sell, from time to time, up to an aggregate gross sales price of $1.25 billion of our common stock through the sales agents, acting as our sales agents or, if applicable, as forward sellers, or directly to the sales agents as principals for their own accounts. We simultaneously terminated our prior sales agreement upon entering into the Sales Agreement. Through December 31, 2023, we had entered into forward sales agreements under our Sales Agreement for an aggregate gross sales price of $160.6 million.

During the three months ended September 30, 2022, we entered into forward sale agreements with respect to 15,000 shares of common stock under our Sales Agreement for $2.6 million. Additionally, we settled all of our outstanding forward sale agreements with respect to 1,526,212 shares of common stock which includes 620,109; 600,503; 290,600; and 15,000 shares of common stock from the three months ended December 31, 2021, March 31, June 30 and September 30, 2022 forward sale agreements, respectively. The net proceeds of $275.5 million from the settlement of these forward sale agreements were used to repay borrowings outstanding under our Senior Credit Facility.

During the three months ended June 30, 2022, we completed the physical settlement of 1,200,000 shares of common stock under our prior at the market offering program and received net proceeds of $229.5 million. Additionally, we entered into forward sales agreements with respect to 290,600 shares of common stock for $50.1 million, under our Sales Agreement. These forward sale agreements were settled during the three months ended September 30, 2022.

During the three months ended March 31, 2022, we entered into forward sales agreements with respect to 600,503 shares of common stock for $107.9 million, under our Sales Agreement. These forward sale agreements were settled during the three months ended September 30, 2022.

During the year ended December 31, 2021, we entered into forward sale agreements with respect to 1,820,109 shares of common stock under our prior at the market offering program for $356.5 million. We completed the physical settlement of 1,200,000 and 620,109 shares of common stock during the three months ended June 30, 2022 and September 30, 2022, respectively.

Marketable Securities

In October 2023, we sold our 41.8 million share position in Ingenia Communities Group (ASX: INA), generating $102.5 million of proceeds, net of underwriting and other fees, with a realized loss of $8.0 million. The proceeds were used to pay down amounts drawn under our Senior Credit Facility.

Secured Debt

During the three months ended December 31, 2023, we entered into new mortgage term loans for $252.8 million that mature in November 1, 2030 and bear interest at a fixed rate of 6.49%. As a result of the new mortgage term loans, two additional properties were encumbered. We used the proceeds to repay $117.8 million of mortgage term loans that matured on November 30, 2023 and pay down amounts drawn under our Senior Credit Facility. The effective interest rate on the new secured loans is 6.251% inclusive of the impact of the aforementioned terminated swap of $50.0 million.

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During the three months ended March 31, 2023, we entered into mortgage term loans totaling $184.1 million related to 27 properties which mature between February 13, 2026 and April 1, 2033, and have a weighted average fixed interest rate of 5.39%. We used the net proceeds to repay borrowings outstanding under our Senior Credit Facility.

During the year ended December 31, 2022, we entered into a new $20.6 million construction loan, which was undrawn as of December 31, 2023, and a $3.4 million mortgage term loan that are jointly secured by one property. Both loans mature on August 10, 2047 and have a fixed interest rate of 3.65%. Additionally, we entered into a mortgage term loan of $226.0 million related to 18 existing encumbered properties, which mature between June 15, 2026 and December 15, 2029, and have a fixed interest rate of 4.5%.

During the three months ended September 30, 2022, we repaid $318.0 million of term loans collateralized by 35 properties. These loans had a weighted average interest rate of 4.81% and were set to mature from December 6, 2022 through September 6, 2024.

Senior Unsecured Notes

Subsequent to the three months ended December 31, 2023, the Operating Partnership issued $500.0 million of senior unsecured notes with an interest rate of 5.5% and a five-year term, due January 15, 2029. The net proceeds from the offering were $495.4 million, after deducting underwriters' discounts and estimated offering expenses. We used the majority of the net proceeds to repay borrowings outstanding under our Senior Credit Facility, reducing our floating-rate debt to total debt to approximately 10%. In connection with the note issuance, we settled seven forward swap contracts totaling $255.0 million and paid a net settlement payment of $2.3 million to several counterparties. Refer to Note 21, "Subsequent Events," in our accompanying Consolidated Financial Statements for additional information.

The following table sets forth certain information regarding our outstanding senior unsecured notes (in millions). All senior unsecured notes include interest payments on a semi-annual basis in arrears.

Carrying Amount
Principal AmountDecember 31, 2023December 31, 2022
5.7% notes, issued in January 2023 and due in January 2033(1)$400.0$395.7$
4.2% notes, issued in April 2022 and due in April 2032600.0592.6591.8
2.3% notes, issued in October 2021 and due in November 2028450.0446.8446.2
2.7% notes, issued in June 2021 and October 2021, and due in July 2031750.0742.4741.6
Total$2,200.0$2,177.5$1,779.6

(1) In January 2023, the Operating Partnership issued $400.0 million of senior unsecured notes with an interest rate of 5.7% and a 10-year term, due January 15, 2033 (the "2033 Notes"). Interest on the notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2023. The net proceeds from the offering were $395.3 million, after deducting underwriters' discounts and estimated offering expenses. We used the net proceeds from the offering to repay borrowings outstanding under our Senior Credit Facility.

The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on our senior unsecured notes are guaranteed on a senior basis by Sun Communities, Inc. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company. Under Rule 3-10 of Regulation S-X, as amended, subsidiary issuers of obligations guaranteed by its parent company are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company's consolidated financial statements, the parent guarantee is "full and unconditional" and, subject to certain exceptions, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), we have excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Operating Partnership are not materially different from the corresponding amounts presented in our consolidated financial statements and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

Line of Credit

In April 2022, the Operating Partnership as borrower, SUI as guarantor, and certain lenders entered into the Credit Facility Amendment, which amended our Senior Credit Facility.

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The Credit Facility Amendment increased the aggregate amount of our Senior Credit Facility to $4.2 billion with the ability to upsize the total borrowings by an additional $800.0 million, subject to certain conditions. The increased aggregate amount under the Senior Credit Facility consists of the following: (a) a revolving loan in an amount up to $3.05 billion and (b) a term loan facility of $1.15 billion, with the ability to draw funds from the combined facilities in U.S. dollars, Pound sterling, Euros, Canadian dollars and Australian dollars, subject to certain limitations. The Credit Facility Amendment extended the maturity date of the revolving loan facility to April 7, 2026. At our option that maturity date may be extended two additional six-month periods. In addition, the Credit Facility Amendment established the maturity date of the term loan facility under the Credit Facility Amendment as April 7, 2025, which may not be further extended.

The Senior Credit Facility bears interest at a floating rate based on the Adjusted Term Secured Overnight Financing Rate ("SOFR"), the Adjusted Eurocurrency Rate, the Australian Bank Bill Swap Bid Rate ("BBSY"), the Daily Sterling Overnight Index Average ("SONIA") Rate or the Canadian Dollar Offered Rate, as applicable, plus a margin, in all cases, which can range from 0.725% to 1.6%, subject to certain adjustments. As of December 31, 2023, the margins based on our credit ratings were 0.85% on the revolving loan facility and 0.95% on the term loan facility.

At the lenders' option, the Senior Credit Facility will become immediately due and payable upon an event of default under the Credit Facility Agreement. We had $944.1 million and $1.1 billion of borrowings outstanding under the revolving loan as of December 31, 2023 and 2022, respectively. We also had $1.1 billion of borrowings outstanding under the term loan on the Senior Credit Facility as of December 31, 2023 and 2022, respectively. These balances are recorded in Unsecured debt on the Consolidated Balance Sheets.

The Senior Credit Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under the Senior Credit Facility, but does reduce the borrowing amount available. We had $26.2 million and $2.6 million of outstanding letters of credit at December 31, 2023 and 2022, respectively.

Financial Covenants

Pursuant to the terms of the Senior Credit Facility, we are subject to various financial and other covenants. The most restrictive financial covenants for the Senior Credit Facility are as follows:

CovenantRequirementAs of December 31, 2023
Maximum leverage ratio65.0%35.9%
Minimum fixed charge coverage ratio1.403.02
Maximum secured leverage ratio40.0%13.8%

In addition, we are required to maintain the following covenants with respect to the senior unsecured notes payable:

CovenantRequirementAs of December 31, 2023
Total debt to total assets≤60.0%41.7%
Secured debt to total assets≤40.0%18.9%
Consolidated income available for debt service to debt service≥1.503.97
Unencumbered total asset value to total unsecured debt≥150.0%335.2%

As of December 31, 2023, we were in compliance with the above covenants and do not anticipate that we will be unable to meet these covenants in the near term.

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Derivative Transactions

We enter into treasury rate lock contracts, interest rate swaps, and forward swaps for interest rate risk management purposes. We do not enter into derivative instruments for speculative purposes. The risks being hedged are the interest rate risk related to outstanding floating rate debt and forecasted debt issuance transactions, and the benchmark interest rates used are the SOFR and the SONIA Rate.

Subsequent to the three months ended December 31, 2023, in connection with the issuance of $500.0 million of senior unsecured notes with an interest rate of 5.5% and a five-year term, due January 15, 2029, we settled seven forward swap contracts totaling $255.0 million and paid a net settlement payment of $2.3 million to several counterparties. Refer to Note 21, "Subsequent Events," in our accompanying Consolidated Financial Statements for additional information.

During the year ended December 31, 2023, we entered into derivative contracts with aggregate notional amounts of $582.3 million and terminated derivative contracts with aggregate notional amounts of $300.0 million and received an aggregate cash settlement of $13.4 million.

During the year ended December 31, 2022, we entered into derivative contracts with aggregate notional amounts of $733.6 million, and terminated derivative contracts with aggregate notional amounts of $600.0 million and received an aggregate cash settlement of $35.3 million.

Long-term Financing and Capital Requirements

Long-term Financing

We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, expansion and development of properties, other nonrecurring capital improvements and Operating Partnership unit redemptions through the long-term unsecured and secured debt and the issuance of certain debt or equity securities subject to market conditions. If current market and economic conditions, including relating to, among other things, interest rates, currency fluctuations, equity valuations and inflation, continue or worsen, our ability to obtain debt and equity capital in the long term on attractive terms may be adversely affected.

As of December 31, 2023, we had unrestricted cash on hand of $29.2 million, $2.0 billion of remaining capacity on the Senior Credit Facility, and a total of 511 unencumbered MH, RV and marina properties.

From time to time, we may also issue shares of our capital stock, issue equity units in our Operating Partnership, issue unsecured notes, obtain other debt financing or sell selected assets. Our ability to finance our long-term liquidity requirements in such a manner will be affected by numerous economic factors affecting the MH, RV and marina industries at the time, including the availability and cost of mortgage debt, our financial condition, the operating history of the properties, the state of the debt and equity markets, and the general national, regional and local economic conditions. When it becomes necessary for us to approach the credit markets, the volatility in those markets could make borrowing more difficult to secure, more expensive or effectively unavailable. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing unsecured debt as maturities become due. Refer to "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K. If we are unable to obtain additional debt or equity financing on acceptable terms, our business, results of operations and financial condition would be adversely impacted.

As of December 31, 2023, our net debt to enterprise value was 30.9% (assuming conversion of all common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series C preferred OP units, Series D preferred OP units, Series E preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H preferred OP units, Series J preferred OP units, Series K preferred OP units and Series L preferred OP units to shares of common stock). Our debt has a weighted average interest rate of 4.23% and a weighted average years to maturity of 6.8.

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Capital Requirements

Our capital requirements as of December 31, 2023 include both short and long term obligations:

Our primary long-term liquidity needs are principal payments on outstanding debt as summarized in the table below:

Payments Due By Period (in millions)
Outstanding Debt(1)Total DueShort-term Obligation ≤1 YearLong-term Obligation After 1 YearRefer to
Principal payments on long-term debt$7,816.4$195.4$7,621.0Note 9. Debt and Line of Credit
Interest expense(2)1,712.9229.31,483.6
Operating leases296.213.9282.3Note 18. Leases
Finance lease28.14.623.5Note 18. Leases
Total Outstanding Debt$9,853.6$443.2$9,410.4

(1)Our outstanding debt in this table excludes debt premiums, discounts, deferred financing costs and fair value adjustment, as applicable.

(2)Our obligations related to interest expense are calculated based on the current debt levels, rates and maturities as of December 31, 2023 (including finance leases), and actual payments required in future periods may be different than the amounts included above. Perpetual securities include one year of interest expense for payment due after five years.

Certain of our nonconsolidated affiliates, which are accounted for under the equity-method of accounting, have incurred debt. We have not guaranteed the debt of our nonconsolidated affiliates in the arrangements referenced below, nor do we have any obligations to fund this debt should the nonconsolidated affiliates be unable to do so. Refer to Note 7, "Investments in Nonconsolidated Affiliates," in the accompanying Consolidated Financial Statements for additional information about these entities.

GTSC - During September 2019, GTSC entered into a warehouse line of credit with a maximum loan amount of $125.0 million. The line of credit was subsequently amended, with the maximum amount increased to $325.0 million as of December 31, 2022, with an option to increase to $375.0 million subject to the lender's consent. As of December 31, 2023 and 2022, the aggregate carrying amount of debt, including both our and our partner's share, incurred by GTSC was $261.3 million (of which our proportionate share is $104.5 million), and $275.0 million (of which our proportionate share is $110.0 million), respectively. The debt bears interest at a variable rate based on a Commercial Paper or adjusted SOFR plus a margin ranging from 1.65% to 2.5% per annum and matures on December 15, 2026.

Sungenia JV - During May 2020, Sungenia JV, entered into a debt facility agreement with a maximum loan amount of $27.0 million Australian dollars, or $18.4 million converted at the December 31, 2023 exchange rate. During July 2022, the maximum amount was increased to $50.0 million Australian dollars, or $34.1 million converted at the December 31, 2023 exchange rate. As of December 31, 2023 and 2022, the aggregate carrying amount of the debt, including both our and our partners' share, incurred by Sungenia JV was $25.2 million (of which our proportionate share is approximately $12.6 million), and $7.9 million (of which our proportionate share is $4.0 million), respectively. The debt bears interest at a variable rate based on the BBSY rate plus a margin ranging from 1.35% to 1.4%, subject to adjustment for additional future commitments, per annum and matures on June 30, 2027.

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SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Critical Accounting Estimates

Our Consolidated Financial Statements are prepared in accordance with United States of America generally accepted accounting principles, which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

Our significant accounting estimates include acquisitions of investment properties, impairments of long-lived assets, and impairments of goodwill. Refer to Note 1, "Significant Accounting Policies," in our accompanying Consolidated Financial Statements for information regarding our critical accounting estimates that affect the Consolidated Financial Statements and that use judgments and assumptions. In certain situations, we discuss the likelihood that materially different amounts could be reported under varied conditions and assumptions.

Goodwill Impairment

In performing goodwill impairment testing, we utilize a third-party valuation specialist to assist management in determining the fair value of our reporting units. The fair value of each reporting unit is estimated based on a combination of discounted cash flows (income approach) and the use of pricing multiples derived from an analysis of comparable public companies multiplied against historical and / or anticipated financial metrics (market approach) for each reporting unit. These calculations contain uncertainties as they require management to make assumptions including, but not limited to, market comparables, future cash flows of the reporting units, and appropriate weighted average cost of capital and long-term growth rates. A decline in the actual cash flows of our reporting units in future periods, as compared to the projected cash flows used in our valuations, could result in the carrying value of the reporting units exceeding their respective fair values. Further, a change in market comparables, discount rate or long-term growth rates, as a result of a change in economic conditions or otherwise, could result in the carrying values of the reporting units exceeding their respective fair values. Refer to Note 6, "Goodwill and Other Intangible Assets," in our accompanying Consolidated Financial Statements for additional information regarding goodwill.

During the year ended December 31, 2023, we performed qualitative and quantitative assessments of our goodwill balance for potential impairment in accordance with ASC 350-20, "Goodwill and Other." As a result of our impairment testing, we determined that the fair value of the UK reporting unit was below its carrying value during the first, second and third quarters, and recorded aggregate non-cash impairment charges of $369.9 million. The decline in the fair value of the UK reporting unit was primarily driven by a higher weighted average cost of capital due to changes in the macroeconomic environment, as well as inflationary pressures in the UK causing a decline in projected future cash flows in the region. Refer to Note 22, "Quarterly Financial Data (Unaudited and Restated)," in our accompanying Consolidated Financial Statements for additional information regarding amounts reported for interim periods.

We performed a sensitivity analysis for the significant assumptions in the goodwill impairment testing analysis for our UK reporting unit. As of December 31, 2023, holding all other assumptions constant and as determined by the income approach:

•A hypothetical increase of approximately 70 basis points to the discount rate would result in goodwill impairment of approximately $32.0 million;

•A hypothetical decrease in the expected average annual revenue growth rate of approximately 40 basis points over the entire forecast period would result in goodwill impairment of approximately $32.0 million;

•A hypothetical decrease of approximately 280 basis points in the expected EBITDA margins in each year over the entire forecast period would result in goodwill impairment of approximately $32.0 million.

Our other reporting units are less sensitive to changes in macroeconomic factors and forecast assumptions than our UK reporting unit due to greater excess of fair value over carrying value. For the Marina reporting unit, we concluded that the fair value exceeded its carrying value by over 19% as of October 31, 2023. We did not identify a triggering event in any other reporting unit.

Impact of New Accounting Standards

Refer to Note 20, "Recent Accounting Pronouncements," in our accompanying Consolidated Financial Statements for information regarding new accounting pronouncements.

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FY 2022 10-K MD&A

SEC filing source: 0000912593-23-000080.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-23. Report date: 2022-12-31.

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and accompanying footnotes thereto included in this Annual Report on Form 10-K. In addition to the results presented in accordance with GAAP below, we have provided NOI and FFO information as supplemental performance measures. Refer to Non-GAAP Financial Measures in this Item 7 for additional information.

OVERVIEW

We are a fully integrated REIT. As of December 31, 2022, we owned and operated, directly or indirectly, or had an interest in, a portfolio of 669 developed properties located in the U.S., the UK, and Canada, including 353 MH communities, 182 RV communities and 134 marinas. We have been in the business of acquiring, operating, developing and expanding MH and RV communities since 1975 and marinas since 2020. We lease individual sites with utilities access for placement of manufactured homes, RVs or boats to our customers. We are also engaged in the marketing, selling and leasing of new and pre-owned homes to current and future residents in our MH communities. The Rental Program operations within our MH communities support and enhance our occupancy levels, property performance and cash flows.

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EXECUTIVE SUMMARY

2022 General Overview

•Total revenues for 2022 increased 30.7% to $3.0 billion.

•In April 2022, we completed our previously announced acquisition of Park Holidays, the second largest owner and operator of holiday parks in the UK, at an enterprise value of £950.0 million (or approximately $1.2 billion). At the initial acquisition date, the Park Holidays portfolio was comprised of 40 owned and two managed properties located in the UK with over 15,900 sites and 600 development sites.

•Including Park Holidays, we acquired 69 properties, totaling over 27,000 sites, wet slips and dry storage spaces, and sites for expansion for a total purchase price of $2.2 billion.

•Achieved Constant Currency Core FFO and Core FFO of $7.44 and $7.35 per diluted share and OP unit, respectively, representing increases of 14.3% and 12.9% compared to 2021.

•Achieved Real property Same Property NOI growth of 5.4% for MH and RV and 7.7% for Marina over 2021.

•Increased MH and RV Same Property occupancy by 180 basis points to 98.6% as compared to 96.8% in 2021.

•Achieved 5-year and 10-year total shareholder return of 73.1% and 396.9%, respectively, outperforming the MSCI US REIT, Russell 1000, U.S. REIT Residential and S&P 500 indexes.

•Completed the construction of over 2,000 total sites at six ground-up developments and 11 expansion and re-development properties.

•Settled forward sale agreements related to an underwritten registered public offering of 4,025,000 shares of our common stock and 2,726,212 shares of our common stock sold under our at-the-market offering program for aggregate net proceeds of $1.2 billion.

•Obtained a $4.2 billion multi-currency revolving credit facility, a 110% increase from the prior credit facility.

•Closed $850.0 million of debt transactions, including an offering of underwritten senior unsecured notes of $600.0 million for net proceeds of $592.3 million.

•Completed a timely execution of our disaster preparedness plan that helped us successfully manage Hurricane Ian.

Property Operations

Occupancy in our MH and annual RV properties, as well as our ability to increase rental rates, directly affect revenues. Our revenue streams are predominantly derived from customers renting our sites on a long-term basis. Our Same Property communities continue to achieve revenue and occupancy increases which drive continued NOI growth. Our Same Property marinas achieved revenue increases which contributed to our NOI growth.

Year Ended
Portfolio Information:December 31, 2022December 31, 2021December 31, 2020
Occupancy % - Total Portfolio - MH and Annual RV blended(1)95.9%97.4%97.3%
Occupancy % - Same Property - Adjusted MH and Annual RV blended(1)(2)(3)98.6%96.8%97.5%
Core FFO per share$7.35$6.51$5.09
Constant Currency Core FFO per share$7.44$6.51$5.09
Real property NOI - Total Portfolio (in millions)$1,167.0$1,002.6$721.3
Real property NOI - Same Property (in millions) - MH and RV(3)$819.7$777.5$686.6
Real property NOI - Same Property (in millions) - Marina(3)$162.0$150.5N/A
Homes sales volume (excluding UK home sales)3,2124,0882,866
UK home sales2,177N/AN/A

(1) Occupancy percent includes annual RV sites and excludes transient RV sites.

(2) Occupancy percent excludes recently completed but vacant expansion sites.

(3) Same Property is based on the as reported year end Same Property count for each respective year.

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Acquisition Activity

During the year ended December 31, 2022, we acquired 61 MH and RV communities and eight marinas, with 24,347 sites, wet slips and dry storage spaces and 2,655 development sites. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for details of our acquisition activities.

Disposition Activity

Management continually evaluates properties within the portfolio for potential disposition opportunities. When a given property no longer fits our desired growth profile, we seek to redeploy capital to properties and geographies fit to provide greater future returns. From time to time, strategic reductions to the portfolio are necessary to reduce exposure to less desirable locations and support long-term positioning of the Company.

During the year ended December 31, 2022, we sold an RV community containing 514 sites located in California for $15.0 million and two MH communities and one community containing MH and RV sites, each located in Florida, with a total of 323 sites for $29.5 million. Refer to Note 3, "Real Estate Acquisitions and Dispositions," for details on the disposition activities.

Development and Expansion Activities

We have been focused on property ground-up developments and expansion opportunities adjacent to our existing properties.

Ground-up Developments - During the year ended December 31, 2022, we delivered over 840 total sites at six ground-up development properties located in Arizona, Texas, North Carolina and Colorado. We have developed nearly 2,900 sites within the past three years.

Expansions - During the year ended December 31, 2022, we expanded nearly 1,160 total sites at 11 properties. We have developed over 2,050 sites within the past three years.

We continue to expand our properties utilizing our inventory of owned and entitled land. We have 16,195 MH and RV sites suitable for future development.

Markets

Our MH and RV properties are largely concentrated in the U.S. in Florida, Michigan, Texas and California, and in the UK, which collectively contain 66.2% of our total MH and RV sites. We have expanded our market share in multiple states through recent acquisitions and increased our property holdings in high-growth areas of the U.S. including retirement and vacation destinations.

We have also experienced strong revenue growth through recent acquisitions of RV communities. The age demographic of RV communities is attractive, as the population of retirement age adults in the U.S. is growing. RV communities have become a trending vacation opportunity not only for the retiree population, but as an affordable vacation alternative for families and millennials.

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The following table identifies our MH and RV markets by total sites:

December 31, 2022December 31, 2021
Major MarketNumber of PropertiesTotal Sites% of Total SitesNumber of PropertiesTotal Sites% of Total Sites
Florida12944,27824.6%13246,73329.4%
Michigan8433,22018.5%8433,12620.8%
Texas3111,3446.3%3010,7686.8%
California378,7974.9%368,9345.6%
Arizona135,5233.1%125,3083.3%
Ontario, Canada165,2392.9%165,2373.3%
Indiana124,1782.3%124,1762.6%
New Jersey114,0422.2%113,9902.5%
Colorado113,7862.1%103,5392.2%
Virginia103,4491.9%103,4352.2%
Maine163,6562.0%153,4312.2%
New York102,9401.6%103,1412.0%
Ohio92,9251.6%92,9251.8%
South Carolina62,6241.5%62,6241.7%
New Hampshire102,3801.3%102,3981.5%
Illinois52,2351.2%52,2351.4%
Connecticut162,0051.1%162,0051.3%
Maryland61,8631.0%61,8521.2%
Delaware51,9791.1%41,7161.1%
Pennsylvania51,5350.9%51,5361.0%
Georgia41,4170.8%41,4140.9%
Oregon61,3840.8%61,3300.8%
North Carolina51,1820.7%51,1230.7%
Massachusetts39210.5%39270.6%
Utah69270.5%69270.6%
Washington27800.4%27840.5%
Wisconsin25910.3%25910.4%
Tennessee25450.3%25450.3%
Minnesota14750.3%14750.3%
Iowa14130.2%14130.3%
Louisiana13340.2%13340.2%
Nevada13240.2%13240.2%
Kentucky13300.2%13150.2%
Alabama14970.3%11670.1%
Mississippi11550.1%11550.1%
Montana175%175%
North American Total480158,34888.1%477159,008100.0%
United Kingdom5521,37011.9%N/AN/AN/A
Total535179,718100.0%477159,008100.0%

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The following table identifies our marina markets by total wet slips and dry storage spaces:

December 31, 2022December 31, 2021
Major MarketNumber of PropertiesWet SlipsDry Storage SpacesTotal Wet Slips / Dry Storage Spaces% Wet Slips / Dry Storage SpacesNumber of PropertiesWet SlipsDry Storage SpacesTotal Wet Slips / Dry Storage Spaces% Wet Slips / Dry Storage Spaces
Florida212,5512,5035,05410.6%202,7012,5325,23311.6%
California115,3603455,70511.9%93,884563,9408.7%
Rhode Island123,2911303,4217.2%123,3081773,4857.7%
Connecticut113,3253,3257.0%113,2993,2997.3%
Michigan73,1206733,7937.9%62,6375553,1927.1%
Georgia42,5932462,8395.9%42,5872462,8336.3%
New York93,0183,0186.3%82,7832,7836.2%
Maryland92,0715612,6325.5%92,1564892,6455.9%
Massachusetts92,0704502,5205.3%92,0455012,5465.6%
Kentucky52,332402,3725.0%52,365402,4055.3%
North Carolina71,1691,4922,6615.6%51,0811,3012,3825.3%
Texas31,8412232,0644.3%31,8412832,1244.6%
South Carolina81,2066101,8163.8%81,2616131,8744.1%
Puerto Rico19816251,6063.4%19876251,6123.6%
Ohio28881551,0432.2%28881391,0272.3%
Alabama1816427231.5%1816487291.6%
Mississippi14511355861.2%14531345871.3%
Arkansas15825821.2%15825821.3%
New Jersey2376354110.9%2488305181.1%
Tennessee23853850.8%23843840.9%
New Hampshire12212210.5%12312310.5%
Virginia24244240.9%12282280.5%
Vermont1127832100.4%1102721740.4%
Oklahoma11621620.3%11721720.4%
Maine3240102500.5%21701700.4%
13438,8658,95847,82312536,7148,44145,155

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SUN COMMUNITIES, INC.

NON-GAAP FINANCIAL MEASURES

In addition to the results reported in accordance with GAAP in our "Results of Operations" below, we have provided information regarding net operating income ("NOI") and funds from operations ("FFO") as supplemental performance measures. We believe NOI and FFO are appropriate measures given their wide use by and relevance to investors and analysts following the real estate industry. NOI provides a measure of rental operations and does not factor in depreciation, amortization and non-property specific expenses such as general and administrative expenses. FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation / amortization of real estate assets. In addition, NOI and FFO are commonly used in various ratios, pricing multiples / yields and returns and valuation calculations used to measure financial position, performance and value.

NOI

NOI is derived from operating revenues minus property operating expenses and real estate taxes. NOI is a non-GAAP financial measure that we believe is helpful to investors as a supplemental measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. We use NOI as a key measure when evaluating performance and growth of particular properties and / or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization, interest expense and non-property specific expenses such as general and administrative expenses, all of which are significant costs. Therefore, NOI is a measure of the operating performance of our properties rather than of the Company overall. In addition, we calculate Constant Currency NOI for our UK Operations by translating the operating results from the UK at the foreign currency exchange rate used for guidance. We believe that NOI and Constant Currency NOI provide enhanced comparability for investor evaluation of properties performance and growth over time.

We believe that GAAP net income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an alternative to GAAP net income (loss) as an indication of our financial performance or GAAP cash flow from operating activities as a measure of our liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. Because of the inclusion of items such as interest, depreciation and amortization, the use of GAAP net income (loss) as a performance measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a parent company level and not at a property level.

Same Property NOI - A management tool used when evaluating performance and growth of our properties is a comparison of the Same Property portfolio. We define same properties as those we have owned and operated continuously since January 1, 2021. Same properties exclude ground-up development properties, acquired properties and properties sold after December 31, 2020. We believe that same property NOI is helpful to investors as a supplemental comparative performance measure of the income generated from the Same Property portfolio from one period to the next. The Same Property data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions or unique situations. Same Property NOI does not include the revenues and expenses related to home sales, service, retail, dining and entertainment activities at the properties.

FFO

FFO is defined by the National Association of Real Estate Investment Trusts ("NAREIT") as GAAP net income (loss), excluding gains (or losses) from sales of depreciable operating property, plus real estate related depreciation and amortization, real estate related impairments, and after adjustments for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of our operating performance. By excluding gains and losses related to sales of previously depreciated operating real estate assets, real estate related impairment and real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not readily apparent from GAAP net income (loss). Management believes the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. We also use FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business ("Core FFO"). In addition, we calculate Constant Currency Core FFO by translating the operating results from the UK, Canada and Australia at the foreign currency exchange rates used for guidance. We believe that Core FFO and Constant Currency Core FFO provide enhanced comparability for investor evaluations of period-over-period results.

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We believe that GAAP net income (loss) is the most directly comparable measure to FFO. The principal limitation of FFO is that it does not replace GAAP net income (loss) as a financial performance measure or GAAP cash flow from operating activities as a measure of our liquidity. Because FFO excludes significant economic components of GAAP net income (loss) including depreciation and amortization, FFO should be used as a supplement to GAAP net income (loss) and not as an alternative to it. Furthermore, FFO is not intended as a measure of a REIT's ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO is calculated in accordance with our interpretation of standards established by Nareit, which may not be comparable to FFO reported by other REITs that interpret the Nareit definition differently.

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RESULTS OF OPERATIONS

Summary Statements of Operations

The following tables reconcile the Net income attributable to Sun Communities, Inc. common shareholders to NOI and summarize our consolidated financial results for the years ended December 31, 2022, 2021 and 2020 (in millions):

Year Ended
December 31, 2022December 31, 2021December 31, 2020
Net income attributable to SUI common shareholders$242.0$380.2$131.6
Interest income(35.2)(12.2)(10.1)
Brokerage commissions and other revenues, net(34.9)(30.2)(17.2)
General and administrative256.8181.3109.5
Catastrophic event-related charges, net17.52.20.9
Business combinations24.71.423.0
Depreciation and amortization604.8522.7376.9
Loss on extinguishment of debt (see Note 8)4.48.15.2
Interest expense229.8158.6129.1
Interest on mandatorily redeemable preferred OP units / equity4.24.24.2
(Gain) / loss on remeasurement of marketable securities (see Note 14)53.4(33.5)(6.1)
(Gain) / loss on foreign currency exchanges(5.4)3.7(7.7)
Gain on disposition of properties(12.2)(108.1)(5.6)
Other expense, net2.112.15.2
(Gain) / loss on remeasurement of notes receivable (see Note 4)0.8(0.7)3.3
Income from nonconsolidated affiliates (see Note 6)(2.9)(4.0)(1.7)
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6)2.70.21.6
Current tax expense (see Note 12)10.31.20.8
Deferred tax expense / (benefit) (see Note 12)(4.2)0.1(1.6)
Preferred return to preferred OP units / equity interests11.012.16.9
Add: Income attributable to noncontrolling interests10.821.58.9
NOI$1,380.5$1,120.9$757.1
Year Ended
December 31, 2022December 31, 2021December 31, 2020
Real property NOI$1,167.0$1,002.6$721.3
Home sales NOI154.674.428.6
Service, retail, dining and entertainment NOI58.943.97.2
NOI$1,380.5$1,120.9$757.1

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SUN COMMUNITIES, INC.

Seasonality of Revenue

The RV and marina industries are seasonal in nature, and the results of operations in any one period may not be indicative of results in future periods.

In the RV segment, certain properties maintain higher occupancy during the summer months, while other properties maintain higher occupancy during the winter months. Based on the location of our properties with transient RV sites, our portfolio generally produces higher revenues between April and September than between October and March. Real property - transient revenue is included in RV segment revenue. The following table presents the seasonality of real property-transient revenue for the years ended December 31, 2022, 2021 and 2020:

Real property - transient revenue (in millions)For the Three Months Ended
YearMarch 31June 30September 30December 31Total
2022$335.012.7%27.8%45.8%13.7%100.0%
2021$266.611.9%27.3%44.9%15.9%100.0%
2020$134.718.8%15.6%44.9%20.7%100.0%

In the marina market, demand for wet slip storage increases during the summer months as customers contract for the summer boating season, which also drives non-storage revenue streams such as service, fuel and on-premises restaurants or convenience stores. Demand for dry storage increases during the winter season as seasonal weather patterns require boat owners to store their vessels on dry docks and within covered racks. The following table presents the seasonality of Marina real property revenue for the years ended December 31, 2022, 2021 and 2020:

Seasonal real property revenue(in millions)For the Three Months Ended
YearMarch 31June 30September 30December 31Total
2022$310.220.1%25.6%29.0%25.3%100.0%
2021$246.617.7%25.0%29.9%27.4%100.0%
2020$24.4N/AN/AN/A100.0%100.0%

In 2020, Seasonal real property revenue was recognized 100% in the fourth quarter, given that the Safe Harbor acquisition closed during the fourth quarter.

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Comparison of the Years Ended December 31, 2022 and 2021

Real Property Operations - Total Portfolio

The following tables reflect certain financial and other information for our Total Portfolio as of and for the years ended December 31, 2022 and 2021 (in millions, except for statistical information):

Year Ended
Financial InformationDecember 31, 2022December 31, 2021Change% Change
Revenue
Real property (excluding transient and other)$1,356.3$1,165.0$191.316.4%
Real property - transient353.4281.472.025.6%
Other192.5151.840.726.8%
Total Operating1,902.21,598.2304.019.0%
Expense
Property Operating735.2595.6139.623.4%
Real Property NOI$1,167.0$1,002.6$164.416.4%
As of
Other InformationDecember 31, 2022December 31, 2021Change
Number of properties(1)66960267
MH occupancy94.8%
RV occupancy(2)100.0%
MH & RV blended occupancy(3)95.9%97.4%(1.5)%
Sites available for MH & RV development16,19510,6725,523
Monthly base rent per site - MH$630$603(5)$27
Monthly base rent per site - RV(4)$544$523(5)$21
Monthly base rent per site - Total$609$584(5)$25
Weighted average monthly rental rate - MH Rental Program$1,221$1,112$109

(1) Includes MH and RV communities and marinas.

(2) Occupancy percentages include annual RV sites and exclude transient RV sites.

(3) Occupancy percentages include MH and annual RV sites, and exclude transient RV sites.

(4) Monthly base rent pertains to annual RV sites and excludes transient RV sites.

(5) Canadian currency figures included within the year ended December 31, 2021 have been translated at 2022 average exchange rates, respectively.

The $164.4 million increase in Real Property NOI as compared to the same period in 2021, consists of $42.2 million from Same Property MH and RV, $11.5 million from Same Property Marina, $51.0 million from the UK operations and $59.7 million from other recently acquired or developed properties in the year ended December 31, 2022 as compared to 2021.

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Real Property Operations - Same Property Portfolio

A key management tool used when evaluating performance and growth of our properties is a comparison of the Same Property portfolio. Same Property refers to properties that we have owned for at least the preceding year, exclusive of properties recently completed or under construction, and other properties as determined by management. The Same Property data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions or unique situations.

In order to evaluate the growth of the Same Property portfolio, management has classified certain items differently than our GAAP statements. The reclassification difference between our GAAP statements and our Same Property portfolio is the reclassification of utility revenues from real property revenue to operating expenses. A significant portion of our utility charges are re-billed to our residents. Additionally, for the MH and RV, the amounts in the tables below reflect constant currency for comparative purposes. For the years ended December 31, 2022 and 2021, Canadian currency figures included within the year ended December 31, 2021 have been translated at 2022 average exchange rates. For the years ended December 31, 2021 and 2020, Canadian currency figures included within the year ended December 31, 2020 have been translated at 2021 average exchange rates.

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Real Property Operations - Same Property - MH and RV United States and Canada

The following tables reflect certain financial and other information for our Same Property MH and RV portfolio as of and for the years ended December 31, 2022 and 2021.

(in millions, except for statistical information).

Total Same PropertyMHRV
Year EndedYear EndedYear Ended
Financial InformationDecember 31, 2022December 31, 2021Change% Change(1)December 31, 2022December 31, 2021Change% Change(1)December 31, 2022December 31, 2021Change% Change(1)
Revenue
Real property (excluding transient and other)$929.3$873.0$56.36.4%$739.9$707.4$32.54.6%$189.4$165.6$23.814.4%
Real property - transient245.0237.57.53.1%1.21.5(0.3)(14.8)%243.8236.17.73.3%
Other43.541.91.63.9%19.819.00.83.7%23.722.80.94.0%
Total Operating1,217.81,152.465.45.7%760.9727.933.04.5%456.9424.532.47.6%
Expense
Property Operating398.1374.923.26.2%202.7187.515.28.1%195.4187.48.04.2%
Real Property NOI$819.7$777.5$42.25.4%$558.2$540.4$17.83.3%$261.5$237.1$24.410.3%

(1) Percentages are calculated based on unrounded numbers.

Total Same PropertyMHRV
Year EndedYear EndedYear Ended
Financial InformationDecember 31, 2021December 31, 2020Change% Change(1)December 31, 2021December 31, 2020Change% Change(1)December 31, 2021December 31, 2020Change% Change(1)
Revenue
Real property (excluding transient and other)$875.3$824.7$50.66.1%$693.4$663.6$29.84.5%$182.0$161.1$20.913.0%
Real property - transient194.8144.150.735.2%1.41.7(0.3)(15.2)%193.3142.450.935.8%
Other39.023.415.667.0%19.310.39.087.1%19.713.06.751.1%
Total Operating1,109.1992.2116.911.8%714.1675.638.55.7%395.0316.578.524.8%
Expense
Property Operating345.7305.640.113.1%182.8169.113.78.1%163.0136.526.519.4%
Real Property NOI$763.4$686.6$76.811.2%$531.3$506.5$24.84.9%$232.0$180.0$52.028.9%

(1) Percentages are calculated based on unrounded numbers.

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As ofAs of
Other InformationDecember 31, 2022December 31, 2021ChangeDecember 31, 2021December 31, 2020Change
Number of properties(1)421421403403
MH occupancy97.1%97.6%
RV occupancy(2)100.0%100.0%
MH & RV blended occupancy(3)97.8%98.2%
Adjusted MH occupancy(4)98.2%98.6%
Adjusted RV occupancy(5)100.0%100.0%
Adjusted MH & RV blended occupancy(6)98.6%96.8%(7)1.8%98.9%97.5%(7)1.4%
Sites available for development7,0927,670(578)6,8667,332(466)
Monthly base rent per site - MH$635$607(9)$28$611$591(9)$20
Monthly base rent per site - RV(8)$555$516(9)$39$537$512(9)$25
Monthly base rent per site - Total$617$587(9)$30$593$573(9)$20
Monthly base rent per site - MH Rental Program$1,225$1,117$108

(1) Financial results from properties disposed of during the year have been removed from Same Property reporting.

(2) Occupancy percentages include annual RV sites and exclude transient RV sites.

(3) Occupancy percentages include MH and annual RV sites, and exclude transient RV sites.

(4) Adjusted occupancy percentages include MH sites and exclude recently completed but vacant MH expansion sites.

(5) Adjusted occupancy percentages include annual RV sites, and exclude transient RV sites.

(6) Adjusted occupancy percentages include MH and annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.

(7) The occupancy percentages for 2021 of the years ended December 31, 2022 and 2021 and 2020 of the years ended December 31, 2021 and 2020 have been adjusted to reflect incremental growth period-over-period from newly rented MH expansion sites and the conversion of transient RV sites to annual RV sites.

(8) Monthly base rent pertains to annual RV sites and excludes transient RV sites.

(9) Canadian currency figures included within the year ended December 31, 2021 and 2020 have been translated at 2022 and 2021 average exchange rates, respectively.

For the years ended December 31, 2022 and 2021:

•The Same Property data includes all properties that we have owned and operated continuously since January 1, 2021 exclusive of ground-up development and redevelopment properties recently completed or under construction, and other properties as determined by management. We have reclassified utilities revenues of $79.0 million and $71.4 million for the years ended December 31, 2022 and 2021, respectively, to reflect the utility expenses associated with our Same Property net of recovery.

•The MH segment's increase in NOI of $17.8 million, or 3.3%, when compared to the same period in 2021 is primarily due to an increase in Real property (excluding transient and other) revenue of $32.5 million, or 4.6% partially offset by increased property operating expenses. Real property (excluding transient and other) revenue increased primarily due to a 4.6% increase in monthly base rent.

•The RV segment's increase in NOI of $24.4 million, or 10.3%, when compared to the same period in 2021 is primarily due to an increase in Real property (excluding transient and other) revenue of $23.8 million, or 14.4%, primarily due to 7.6% increase in monthly base rent.

For the years ended December 31, 2021 and 2020:

•The Same Property data includes all properties that we owned and operated continuously since January 1, 2020, exclusive of ground-up development and redevelopment properties recently completed or under construction, and other properties as determined by management. We have reclassified utilities revenues of $69.0 million and $63.1 million rebilled to residents and owners for the years ended December 31, 2021 and 2020, respectively, to reflect the utility expenses associated with our Same Property net of recovery.

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•The MH segment's increase in NOI of $24.8 million, or 4.9%, when compared to the same period in 2020 is primarily due to an increase in Real property (excluding transient and other) revenue of $29.8 million, or 4.5%. Real property (excluding transient and other) revenue increased due to a 3.4% increase in monthly base rent per MH site and a 1.4% increase in occupancy.

•The RV segment's increase in NOI of $52.0 million, or 28.9%, when compared to the same period in 2020 is primarily due to an increase in Real property - transient revenue of $50.9 million, or 35.8%, due to increased transient and vacation rental stays at our resorts. The results of the comparative 2020 period were impacted by the required closure, or delayed opening, of over 40 of our RV resorts due to the COVID-19 pandemic.

Real Property Operations - Same Property - Marina

The following tables reflect certain financial and other information for our Same Property Marina portfolio as of and for the years ended December 31, 2022 and 2021 (in millions, except for statistical information).

Year Ended
Financial InformationDecember 31, 2022December 31, 2021Change% Change(1)
Revenue
Real property (excluding transient and other)$221.4$205.6$15.87.7%
Real property - transient12.413.0(0.6)(5.1)%
Other12.311.40.98.7%
Total Operating246.1230.016.17.0%
Expense
Property Operating84.179.54.65.8%
Real Property NOI$162.0$150.5$11.57.7%

(1) Percentages are calculated based on unrounded numbers.

As of
December 31, 2022December 31, 2021Change% Change
Other Information
Number of properties101101%
Wet slip and dry storage spaces35,54635,744(198)(0.6)%

The Same Property data includes all marinas that we have owned and operated continuously since January 1, 2021 exclusive of certain properties as determined by management. We have reclassified utility revenues of $11.4 million and $11.1 million for the year ended December 31, 2022 and 2021, respectively, to reflect the utility expenses associated with our Same Property Marina portfolio net of recovery.

For the years ended December 31, 2022 and 2021, the $11.5 million, or 7.7%, increase in Marina Real Property NOI is primarily due to the $15.8 million, or 7.7%, increase in Real property (excluding transient and other) revenue, partially offset by increased property operating expenses.

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UK Operations Summary

The following table reflects certain financial and other information for our UK operations as of and for the period from date of acquisition to December 31, 2022 (in millions, except for statistical information):

YTD Since AcquisitionDecember 31, 2022
Financial Information
Revenues
Real property (excluding transient and other)$60.0
Real property - transient38.5
Other1.2
Total Operating99.7
Expenses
Property Operating48.7
Real Property NOI51.0
Home Sales
Revenue190.4
Cost of home sales102.4
Home selling expenses5.5
NOI82.5
Retail, dining and entertainment
Revenue32.8
Expense38.0
Net Operating Loss(5.2)
UK Operations NOI$128.3
Adjustment
Foreign currency translation impact15.6
UK Operations NOI - Constant Currency$143.9
Other information
Number of properties55
Developed sites18,227
Occupied sites16,223
Occupancy89.0%
Transient sites3,143
Sites available for development1,888
Home Sales
New home sales volume1,158
Pre-owned home sales volume1,019
Total home sales volume2,177

UK Operations NOI, a component of our MH segment, is separately reviewed to assess the overall growth and performance of the UK Operations portfolio and its financial impact on our operations.

We have reclassified utility revenue of $8.9 million for the period from date of acquisition through December 31, 2022, to reflect the utility expenses associated with our UK Operations portfolio net of recovery.

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Home Sales Summary (excluding UK home sales)

We purchase new homes and acquire pre-owned and repossessed manufactured homes, generally located within our communities, from lenders, dealers and former residents to lease or sell to current and prospective residents.

The following table reflects certain financial and statistical information for our Home Sales Program for the years ended December 31, 2022 and 2021 (in millions, except for average selling prices and other information):

Year Ended
December 31, 2022December 31, 2021Change% Change
Financial Information
New homes
New home sales$126.0$114.9$11.19.7%
New home cost of sales103.394.19.29.8%
Gross profit – new homes22.720.81.99.1%
Gross margin % – new homes18.0%18.1%(0.1)%
Average selling price – new homes$179,232$156,902$22,33014.2%
Pre-owned homes
Pre-owned home sales$149.4$165.3$(15.9)(9.6)%
Pre-owned home cost of sales81.693.0(11.4)(12.3)%
Gross profit – pre-owned homes67.872.3(4.5)(6.2)%
Gross margin % – pre-owned homes45.4%43.7%1.7%
Average selling price – pre-owned homes$59,546$49,255$10,29120.9%
Total home sales
Revenue from home sales$275.4$280.2$(4.8)(1.7)%
Cost of home sales184.9187.1(2.2)(1.2)%
Home selling expenses18.418.7(0.3)(1.6)%
Home Sales NOI$72.1$74.4$(2.3)(3.1)%
Other Information
New home sales volume703732(29)(4.0)%
Pre-owned home sales volume2,5093,356(847)(25.2)%
Total home sales volume3,2124,088(876)(21.4)%

Gross Profit - New Homes

For the year ended December 31, 2022, the $1.9 million, or 9.1%, increase in gross profit is primarily the result of a 14.2% increase in new home average selling price, partially offset by a 4.0% decrease in new home sales volume, as compared to the same period in 2021.

Gross Profit - Pre-owned Homes

For the year ended December 31, 2022, the $4.5 million, or 6.2%, decrease in gross profit is driven by a 25.2% decrease in pre-owned home sales volume, partially offset by a 20.9% increase in the pre-owned home average selling price, as compared to the same period in 2021.

Refer to the UK Operations summary above for financial information related to our home sales in the UK.

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Rental Program Summary

The following table reflects certain financial and other information for our Rental Program for the years ended December 31, 2022 and 2021 (in millions, except for other information):

Year Ended
December 31, 2022December 31, 2021Change% Change
Financial Information
Revenues$127.6$138.1$(10.5)(7.6)%
Expenses23.919.74.221.3%
Rental Program NOI$103.7$118.4$(14.7)(12.4)%
Other Information
Number of sold rental homes6401,071(431)(40.2)%
Number of occupied rentals, end of period9,3349,870(536)(5.4)%
Investment in occupied rental homes, end of period$572.3$556.3$16.02.9%
Weighted average monthly rental rate, end of period$1,221$1,112$1099.8%

The Rental Program NOI is included in Real Property NOI. The Rental Program NOI is separately reviewed to assess the overall growth and performance of the Rental Program and its financial impact on our operations.

For the year ended December 31, 2022, Rental Program NOI decreased $14.7 million, or 12.4% as compared to the same period in 2021. The decrease is primarily due to a $10.5 million, or 7.6%, decrease in revenue, driven by a 5.4% decrease in the number of occupied rental homes and a 21.3% increase in expenses as compared to the same period in 2021.

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Marina Segment Summary

The following table reflects certain financial and other information for our marinas for the years ended December 31, 2022 and 2021 (in millions, except for other information):

Year Ended
December 31, 2022December 31, 2021Change% Change
Financial Information
Revenues
Real property (excluding transient and other)$321.8$251.0$70.828.2%
Real property - transient18.914.84.127.7%
Other23.812.411.491.9%
Total Operating364.5278.286.331.0%
Expenses
Property Operating121.495.625.827.0%
Real Property NOI243.1182.660.533.1%
Service, retail, dining and entertainment
Revenue402.3270.8131.548.6%
Expense356.9241.1115.848.0%
NOI45.429.715.752.9%
Marina NOI$288.5$212.3$76.235.9%
Other Information
Number of properties13412597.2%
Total wet slips and dry storage47,82345,1552,6685.9%

The Marina NOI is separately reviewed to assess the overall growth and performance of the Marina segment and its financial impact on our results of operations.

We have reclassified utility revenues of $20.2 million and $15.0 million for the years ended December 31, 2022 and 2021, respectively, to reflect the utility expenses associated with our Marina portfolio net of recovery.

For the years ended December 31, 2022 and 2021:

•The $76.2 million, or 35.9% increase in Marina NOI is due to a $60.5 million, or 33.1%, increase in Marina Real Property NOI and a $15.7 million, or 52.9% increase, in Service, Retail, Dining and Entertainment NOI.

•The $60.5 million, or 33.1%, increase in Marina Real Property NOI is due primarily to an increase in the number of owned Marina properties compared to the same period in 2021.

•The $15.7 million, or 52.9%, increase in Service, Retail, Dining and Entertainment NOI is due primarily to increased service rates at our marinas and the addition of service revenue from the acquisition of additional marinas as compared to the same period in 2021.

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Other Items - Statements of Operations(1)

The following table summarizes other income and expenses for the years ended December 31, 2022 and 2021 (amounts in millions):

Year Ended
December 31, 2022December 31, 2021Change% Change
Service, retail, dining and entertainment, net$58.9$43.9$15.034.2%
Interest income$35.2$12.2$23.0188.5%
Brokerage commissions and other, net$34.9$30.2$4.715.6%
General and administrative expense$256.8$181.3$75.541.6%
Catastrophic event-related charges, net$17.5$2.2$15.3695.5%
Business combinations$24.7$1.4$23.3N/M
Depreciation and amortization$604.8$522.7$82.115.7%
Loss on extinguishment of debt (see Note 8)$4.4$8.1$(3.7)(45.7)%
Interest expense$229.8$158.6$71.244.9%
Interest on mandatorily redeemable preferred OP units / equity$4.2$4.2$%
Gain / (loss) on remeasurement of marketable securities (see Note 14)$(53.4)$33.5$(86.9)N/M
Gain / (loss) on foreign currency exchanges$5.4$(3.7)$9.1N/M
Gain on dispositions of properties$12.2$108.1$(95.9)(88.7)%
Other expense, net$(2.1)$(12.1)$10.0(82.6)%
Gain / (loss) on remeasurement of notes receivable (see Note 4)$(0.8)$0.7$(1.5)N/M
Income from nonconsolidated affiliates (see Note 6)$2.9$4.0$(1.1)(27.5)%
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6)$(2.7)$(0.2)$(2.5)N/M
Current tax expense (see Note 12)$(10.3)$(1.2)$(9.1)758.3%
Deferred tax benefit / (expense) (see Note 12)$4.2$(0.1)$4.3N/M
Preferred return to preferred OP units / equity interests$11.0$12.1$(1.1)(9.1)%
Income attributable to noncontrolling interests$10.8$21.5$(10.7)(49.8)%

(1) Only items determined by management to be material, of interest, or unique to the periods disclosed above are explained below.

N/M = Percentage change is not meaningful.

Service, retail, dining and entertainment, net - for the year ended December 31, 2022, increased primarily due to increased service rates at our marinas and acquisitions.

Interest income - for the year ended December 31, 2022, increased primarily due to interest income on a loan provided to a real estate operator to finance its acquisition and development costs in the current period as compared to the same period in 2021.

General and administrative expense - for the year ended December 31, 2022, increased primarily due to the acquisition of Park Holidays, and an increase in wages and incentives driven by growth in strategic initiatives as compared to the same period in 2021.

Catastrophic event-related charges, net - for the year ended December 31, 2022, increased primarily due to charges for impairment, cleanup, debris removal and repairs, partially offset by expected insurance recoveries, at our properties in Fort Myers, Florida, which sustained significant damage from Hurricane Ian. Refer to Note 16, "Commitments and Contingencies," in our accompanying Consolidated Financial Statements for additional information.

Business combinations - for the year ended December 31, 2022, increased primarily as a result of the acquisition of Park Holidays. Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional information.

Depreciation and amortization - for the year ended December 31, 2022, increased as a result of property acquisitions during 2021 and 2022. Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional information.

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Interest expense - for the year ended December 31, 2022, increased due to the higher carrying balance of debt and increased interest rates as compared to the same period in 2021. Refer to Note 8, "Debt and Line of Credit," in our accompanying Consolidated Financial Statements for additional information.

Gain / (loss) on remeasurement of marketable securities - for the year ended December 31, 2022, was a loss of $53.4 million, as compared to a gain of $33.5 million during the same period in 2021 due to the fluctuation in the price of our publicly traded marketable securities. Refer to Note 15, "Fair Value of Financial Instruments," in our accompanying Consolidated Financial Statements for additional information.

Gain / (loss) on foreign currency exchanges - for the year ended December 31, 2022, was a gain of $5.4 million, primarily due to the impact of the U.S. dollar strengthening against the Pound sterling on our line of credit. There was a loss of $3.7 million in the same period in 2021, primarily due to the fluctuation of exchange rates on Canadian and Australian denominated currencies.

Gain on dispositions of properties - for the year ended December 31, 2022, decreased due to a lower net gain on the sale of four properties as compared to a gain on the sale of six properties during the same period in 2021. Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional information.

Other expense, net - for the year ended December 31, 2022, was an expense of $2.1 million, compared to an expense of $12.1 million, for the year ended December 31, 2021, primarily due to a gain from a litigation settlement in 2022 and contingent consideration expense in 2021.

Current tax expense - for the year ended December 31, 2022, increased due to incremental taxable income from the acquisition of Park Holidays in the UK. Refer to Note 12, "Income Taxes," in our accompanying Consolidated Financial Statements for additional information.

Income attributable to noncontrolling interests - for the year ended December 31, 2022, decreased due to a decrease in Net Income as compared to the same period in 2021.

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RECONCILIATION OF NET INCOME ATTRIBUTABLE TO SUI COMMON SHAREHOLDERS TO FFO

The following table reconciles Net income attributable to SUI common shareholders to FFO for the years ended December 31, 2022, 2021 and 2020 (in millions, except for per share amounts):

Year Ended
December 31, 2022December 31, 2021December 31, 2020
Net Income Attributable to SUI Common Shareholders$242.0$380.2$131.6
Adjustments
Depreciation and amortization602.6521.9376.9
Depreciation on nonconsolidated affiliates0.10.10.1
(Gain) / loss on remeasurement of marketable securities53.4(33.5)(6.1)
Loss on remeasurement of investment in nonconsolidated affiliates2.70.21.6
(Gain) / loss on remeasurement of notes receivable0.8(0.7)3.3
Gain on dispositions of properties(12.2)(108.1)(5.6)
Add: Returns on preferred OP units9.54.02.2
Add: Income attributable to noncontrolling interests10.414.77.9
Gain on dispositions of assets, net(54.9)(60.5)(22.2)
FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities(1)$854.4$718.3$489.7
Adjustments
Business combination expense and other acquisition related costs(2)47.410.025.3
Loss on extinguishment of debt4.48.15.2
Catastrophic event-related charges, net17.52.20.9
Loss of earnings - catastrophic event-related charges, net(3)4.80.2
(Gain) / loss on foreign currency exchanges(5.4)3.7(7.7)
Other adjustments, net(4)0.416.22.2
Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities(1)$923.5$758.7$515.6
Adjustment
Foreign currency translation impact(5)11.0
Constant Currency Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities$934.5$758.7$515.6
Weighted Average Common Shares Outstanding - Basic120.2112.697.5
Add
Common shares dilutive effect from forward equity sale0.2
Restricted stock0.40.20.4
Common OP units2.52.52.5
Common stock issuable upon conversion of certain preferred OP units2.31.20.9
Weighted Average Common Shares Outstanding - Diluted125.6116.5101.3
FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities Per Share$6.80$6.16$4.83
Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities Per Share$7.35$6.51$5.09
Constant Currency Core FFO Attributable to SUI Common Shareholders and Dilutive Convertible Securities per Share$7.44$6.51$5.09

(1)The effect of certain anti-dilutive convertible securities is excluded from these items.

(2)These costs represent (i) nonrecurring integration expenses associated with new acquisitions and first year acquisition deferred costs, (ii) costs associated with potential acquisitions that will not close, (iii) costs associated with the termination of the bridge loan commitment during the three months ended March 31, 2022 related to the acquisition of Park Holidays and (iv) business combination expenses and expenses incurred to bring recently acquired properties up to our operating standards, including items such as tree trimming and painting costs that do not meet our capitalization policy.

(3)Adjustment related to estimated loss of earnings in excess of the applicable business interruption deductible in relation to our three Fort Myers Florida RV communities that were impaired by Hurricane Ian and our three Florida Keys communities that were impaired by Hurricane Irma, which had not yet been received from our insurer.

(4)Other adjustments, net include (i) deferred tax (benefit) / expense and long-term lease termination (benefit) / expense for the years ended December 31, 2022, 2021 and 2020 (ii) accelerated deferred compensation amortization, gain from litigation settlement and gain on sale of investment in nonconsolidated affiliate for the year ended December 31, 2022, (iii) RV rebranding non-recurring cost for the years ended December 31, 2022 and 2021, and (iv) change in estimated contingent consideration for the years ended December 31, 2021 and 2020.

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(5)We calculated the foreign currency translation impact by comparing the actual weighted average foreign currency rates with the weighted average foreign currency rates used for guidance, as follows:

Year Ended
December 31, 2022
ActualGuidance
U.S. Dollars per Pounds Sterling$1.2041$1.330
U.S. Dollars per Canadian Dollars$0.7692$0.770
U.S. Dollars per Australian Dollars$0.7282$0.756

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LIQUIDITY AND CAPITAL RESOURCES

Short-term Liquidity

Our principal short-term liquidity demands historically have been, and are expected to continue to be, distributions to our shareholders and the unit holders of the Operating Partnership, property acquisitions, development and expansion of our properties, capital improvement of our properties, the purchase of new and pre-owned homes, and debt repayment. We intend to meet our short-term liquidity requirements through available cash balances, cash flows generated from operations, draws on our Senior Credit Facility, and the use of debt and equity offerings under our shelf registration statement. Refer to Note 8, "Debt and Line of Credit," and Note 9, "Equity and Temporary Equity," in our accompanying Consolidated Financial Statements for additional information.

We also intend to continue to strengthen our capital and liquidity positions by focusing on our core fundamentals, which are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We take a disciplined approach to selecting the optimal mix of financing sources to meet our liquidity demands and minimize our overall cost of capital. In June 2021, we received investment grade ratings of BBB and Baa3 from S&P Global and Moody's, respectively, both with stable outlooks. Our ratings remain unchanged from original receipt. We plan to continue to capitalize on our unsecured bond market access to optimize our cost of capital and increase our financial flexibility.

Current market and economic conditions, including relating to, among other things, interest rates, currency fluctuations, equity valuations and inflation, may adversely affect our ability to obtain debt and equity capital in the short term on attractive terms.

Acquisition, development and expansion activities

Subject to market conditions, we intend to continue to identify opportunities to expand our development pipeline and acquire existing properties. We finance acquisitions through available cash, secured financing, draws on our Senior Credit Facility, the assumption of existing debt on properties and the issuance of debt and equity securities. The current higher interest rate environment may make it more expensive to finance acquisitions and fund developments and expansions We will continue to evaluate acquisition and development opportunities that meet our underwriting criteria.

During the year ended December 31, 2022, we acquired 61 MH and RV communities, totaling 21,795 sites and 2,655 development sites, and eight marinas totaling 2,552 wet slips and dry storage spaces, for a total purchase price of approximately $2.2 billion. This includes our acquisition of Park Holidays at an enterprise value of £950.0 million, or approximately $1.2 billion.

We have been focused on property ground-up development and expansion opportunities adjacent to our existing properties. During the year ended December 31, 2022, we constructed over 840 total sites at six ground-up developments and expanded nearly 1,160 total sites at 11 properties.

We continue to expand our properties utilizing our inventory of owned and entitled land. We have 16,195 MH and RV sites suitable for future development.

Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional detail on acquisitions completed in 2022.

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Capital Expenditures

Our capital expenditures include expansion sites and development construction costs, recurring capital expenditures, lot modifications, growth projects, acquisition-related capital expenditures, rental home purchases and rebranding costs.

Our capital expenditure activity is summarized as follows (in millions):

Year Ended
December 31, 2022December 31, 2021
Non-Recurring Capital Expenditures
Lot Modifications$39.1$28.8
Growth Projects99.577.0
Rebranding15.06.1
Acquisition-related Capital Expenditures280.3176.5
Expansion and Development261.8201.7
Rental Program151.1117.4
Other0.40.5
Total Non-Recurring Capital Expenditures847.2608.0
Recurring Capital Expenditures73.864.6
Total Capital Expenditure Activities$921.0$672.6

Recurring capital expenditures - property recurring capital expenditures are necessary to maintain asset quality, including purchasing and replacing assets used to operate the communities and marinas. Recurring capital expenditures at our MH and RV properties include items such as: major road and driveway repairs and improvements; pool improvements; clubhouse renovations; adding or replacing streetlights; playground equipment; signage; maintenance facilities; manager housing and property vehicles. Recurring capital expenditures at our marinas include items such as: dredging, dock repairs and improvements, and equipment maintenance and upgrades. The minimum capitalized amount is five hundred dollars.

Non-Recurring Capital Expenditures

Lot modifications - lot modification capital expenditures are incurred to modify the foundational structures required to set a new home after a previous home has been removed. These expenditures are necessary to create a revenue stream from a new site renter and often improve the quality of the community. Other lot modification expenditures include land improvements added to annual RV sites to aid in the conversion of transient RV guests to annual contracts.

Growth projects - growth projects consist of revenue generating or expense reducing activities at MH, RV and marina properties. This includes, but is not limited to, utility efficiency and renewable energy projects, site, slip or amenity upgrades such as the addition of a garage, shed or boat lift, and other special capital projects that substantiate an incremental rental increase.

Rebranding - rebranding includes new signage at our RV communities and costs of building an RV mobile application and updated website.

Acquisition-related capital expenditures - consist of capital improvements identified during due diligence that are necessary to bring our communities and marinas up to our operating standards. These include items such as: upgrading clubhouses; landscaping; new street light systems; new mail delivery systems; pool renovation including larger decks, heaters and furniture; new maintenance facilities; lot modifications; and new signage including main signs and internal road signs.

Expansion and development expenditures - consist primarily of construction costs such as roads, activities and amenities, and costs necessary to complete home and RV site improvements, such as driveways, sidewalks and landscaping at our MH and RV communities. Expenditures also include costs to rebuild after damage has been incurred at MH, RV or Marina properties, and research and development.

Rental program - consists of investment in the acquisition of homes intended for the Rental Program and the purchase of vacation rental homes at our RV communities. Expenditures for these investments depend upon the condition of the markets for repossessions and new home sales, rental homes and vacation rental homes.

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Cash Flow Activities

Our cash flow activities are summarized as follows (in millions):

Year Ended
December 31, 2022December 31, 2021December 31, 2020
Net Cash Provided by Operating Activities$734.9$753.6$543.3
Net Cash Used for Investing Activities$(3,062.6)$(2,338.2)$(2,486.5)
Net Cash Provided by Financing Activities$2,348.6$1,570.4$2,000.8
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash$(8.7)$(0.2)$0.2

Cash, cash equivalents and restricted cash increased by $12.2 million from $78.2 million as of December 31, 2021, to $90.4 million as of December 31, 2022.

Operating activities - Net cash provided by operating activities decreased by $18.7 million, to $734.9 million for the year ended December 31, 2022, compared to $753.6 million for the year ended December 31, 2021. The decrease in operating cash flow was primarily due to changes in inventory, other assets, and other receivables, including an increase in insurance reimbursement receivables related to Hurricane Ian, partially offset by improved operating performance at our existing MH and RV communities and marinas.

Our net cash flows provided by operating activities from continuing operations may be adversely impacted by, among other things:

•the market and economic conditions in our current markets generally, and specifically in the metropolitan areas of our current markets;

•lower occupancy and rental rates of our properties;

•substantial increases in insurance premium;

•increases in other operating costs, such as wage and benefit costs, real estate taxes and utilities;

•decreased sales of manufactured homes;

•current volatility in economic conditions and the financial markets; and

•the effects of the COVID-19 pandemic. Refer to "Risk Factors" in Part I, Item 1A in this Annual Report on Form 10-K.

Investing activities - Net cash used for investing activities increased by $0.8 billion, to $3.1 billion for the year ended December 31, 2022, compared to $2.3 billion for the year ended December 31, 2021. The increase in Net cash used for investing activities was primarily driven by an increase in cash deployed to acquire Park Holidays and other new properties during the year ended December 31, 2022 as compared to the corresponding period in 2021. Refer to the Consolidated Statements of Cash Flow for detail on the net cash used for investing activities during the years ended December 31, 2022 and 2021. Refer to Note 3, "Real Estate Acquisitions and Dispositions," and Note 4, "Notes and Other Receivables," in our accompanying Consolidated Financial Statements for additional information on acquisitions and issuance of notes and other receivables.

Financing activities - Net cash provided by financing activities increased by $0.7 billion, to $2.3 billion for the year ended December 31, 2022, compared to $1.6 billion for the year ended December 31, 2021. The increase in Net cash provided by financing activities was primarily driven by an increase in borrowings on our Senior Credit Facility, net of repayments, during the year ended December 31, 2022 as compared to the corresponding period in 2021. Refer to the Consolidated Statements of Cash Flow for detail on the net cash provided by financing activities during the years ended December 31, 2022 and 2021. Refer to Note 8, "Debt and Line of Credit," and Note 9, "Equity and Temporary Equity," in our accompanying Consolidated Financial Statements for additional information.

We are exposed to interest rate variability associated with our outstanding floating rate debt and any maturing debt that has to be refinanced. Interest rate movements impact our borrowing costs and, while as of December 31, 2022, over 77% of our total debt was fixed rate financing, including the impact of hedge activity, increases in interest costs are likely to adversely affect our financial results.

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Equity and Debt Activity

Public Equity Offerings

In November 2021, we entered into the November 2021 Forward Sale Agreements in connection with an underwritten registered public offering of 4,025,000 shares of our common stock at a public offering price of $185.00 per share. In April 2022, we completed the physical settlement of the 4,025,000 shares of common stock and received aggregate net proceeds of $705.4 million. We used the net proceeds to repay borrowings outstanding under our Senior Credit Facility, and for working capital and general corporate purposes.

In March 2021, we priced a $1.1 billion underwritten public offering of an aggregate of 8,050,000 shares at a public offering price of $140.00 per share, before underwriting discounts and commissions. The offering consisted of 4,000,000 shares offered directly by us and 4,050,000 shares offered under a forward equity sales agreement. We sold the 4,000,000 shares on March 9, 2021 and received net proceeds of $537.6 million after deducting expenses related to the offering. In May and June 2021, we completed the physical settlement of the remaining 4,050,000 shares and received net proceeds of $539.7 million after deducting expenses related to the offering. Proceeds from the offering were used to acquire assets and pay down borrowings under our revolving line of credit.

At the Market Offering Sales Agreement

In December 2021, we entered into an At the Market Offering Sales Agreement (the "Sales Agreement"), with certain sales agents and forward sellers pursuant to which we may sell, from time to time, up to an aggregate gross sales price of $1.25 billion of our common stock through the sales agents, acting as our sales agents or, if applicable, as forward sellers, or directly to the sales agents as principals for their own accounts. We simultaneously terminated our prior sales agreement upon entering into the Sales Agreement. Through December 2022, we had entered into forward sales agreements under our Sales Agreement for an aggregate gross sales price of $160.6 million.

During the three months ended September 30, 2022, we entered into forward sale agreements with respect to 15,000 shares of common stock under our Sales Agreement for $2.6 million. Additionally, we settled all of our outstanding forward sale agreements with respect to 1,526,212 shares of common stock which includes 620,109; 600,503; 290,600; and 15,000 shares of common stock from the three months ended December 31, 2021, March 31, June 30 and September 30, 2022 forward sale agreements, respectively. The net proceeds of $275.5 million from the settlement of these forward sale agreements were used to repay borrowings outstanding under our Senior Credit Facility.

During the three months ended June 30, 2022, we completed the physical settlement of 1,200,000 shares of common stock under our prior at the market offering program and received net proceeds of $229.5 million. Additionally, we entered into forward sales agreements with respect 290,600 shares of common stock for $50.1 million, under our Sales Agreement. These forward sale agreements were settled during the three months ended September 30, 2022.

During the three months ended March 31, 2022, we entered into forward sales agreements with respect to 600,503 shares of common stock for $107.9 million, under our Sales Agreement. These forward sale agreements were settled during the three months ended September 30, 2022.

During the year ended December 31, 2021, we entered into forward sale agreements with respect to 1,820,109 shares of common stock under our prior at the market offering program for $356.5 million. We completed the physical settlement of 1,200,000 and 620,109 shares of common stock during the three months ended June 30, 2022 and September 30, 2022, respectively.

Secured Debt

During the year ended December 31, 2022, we entered into a new $20.6 million construction loan, which was undrawn as of December 31, 2022 and a $3.4 million mortgage term loan that are jointly secured by one property. Both loans mature August 10, 2047 and have a fixed interest rate of 3.65%. Additionally, during and subsequent to the quarter ended December 31, 2022, we entered into mortgage term loans of (a) $226.0 million related to 18 existing encumbered properties which mature between June 15, 2026, and December 15, 2029, and have a fixed interest rate of 4.5% and (b) $85.0 million related to five properties which mature on February 13, 2026, and have a fixed interest rate of 5.0%. We used the net proceeds to repay borrowings outstanding under our Senior Credit Facility.

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During the three months ended September 30, 2022, we repaid $318.0 million of term loans collateralized by 35 properties. These loans had a weighted average interest rate of 4.81% and were set to mature from December 2022 through September 2024.

Senior Unsecured Notes

In January 2023, the Operating Partnership issued $400.0 million of senior unsecured notes with an interest rate of 5.7% and a 10-year term, due January 15, 2033 (the "2033 Notes"). Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2023. The net proceeds from the offering were $395.3 million, after deducting underwriters' discounts and offering expenses. In connection with the 2033 Notes issuance, we settled two 10-year treasury rate lock contracts and a forward swap totaling $250.0 million and received a net settlement payment of $7.4 million. This lowered the effective interest rate on the 2033 Notes from 5.7% to 5.5%.

In April 2022, the Operating Partnership issued $600.0 million of senior unsecured 2032 Notes with an interest rate of 4.2% and a 10-year term, due April 15, 2032. The net proceeds from the offering were $592.3 million after deducting underwriters' discounts and estimated offering expenses. In connection with the 2032 Notes issuance, we settled four 10-year treasury rate lock contracts totaling $600.0 million and received a settlement payment of $35.3 million. The balance will be amortized as a reduction of interest expense on a straight-line basis over the 10-year term of the hedged transaction. This lowers the effective interest rate on the 2032 Notes from 4.2% to 3.6%.

In October 2021, the Operating Partnership issued $450.0 million of senior unsecured 2028 Notes with an interest rate of 2.3% and a seven-year term, due November 1, 2028. The Operating Partnership also issued an additional $150.0 million of its 2031 Notes (as defined below). The net proceeds from both offerings were approximately $595.5 million after deducting underwriters' discounts and estimated offering expenses.

In June 2021, the Operating Partnership issued $600.0 million of senior unsecured 2031 Notes with an interest rate of 2.7% and a 10-year term, due July 15, 2031. The net proceeds from the offering were approximately $592.4 million, after deducting underwriters' discounts and estimated offering expenses.

The proceeds from the 2028 Notes, the 2031 Notes, the 2032 Notes and the 2033 Notes, were used to pay down borrowings under our Senior Credit Facility. The total outstanding principal balance of senior unsecured notes was $1.8 billion at December 31, 2022.

The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the 2028 Notes, the 2031 Notes, the 2032 Notes, and the 2033 Notes are guaranteed on a senior basis by Sun Communities, Inc. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company. Under Rule 3-10 of Regulation S-X, as amended, subsidiary issuers of obligations guaranteed by its parent company are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company's consolidated financial statements, the parent guarantee is "full and unconditional" and, subject to certain exceptions, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), we have excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Operating Partnership are not materially different from the corresponding amounts presented in our consolidated financial statements and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

Line of Credit

In April 2022, in connection with the closing of the Park Holidays acquisition, the Operating Partnership as borrower, and SUI, as guarantor, and certain lenders entered into the Credit Facility Amendment, which amended our Senior Credit Facility.

The Credit Facility Amendment increased the aggregate amount of our Senior Credit Facility to $4.2 billion with the ability to upsize the total borrowings by an additional $800.0 million, subject to certain conditions. The increased aggregate amount under the Senior Credit Facility consists of the following: (a) a revolving loan in an amount up to $3.05 billion and (b) a term loan facility of $1.15 billion, with the ability to draw funds from the combined facilities in U.S. dollars, Pounds sterling, Euros, Canadian dollars and Australian dollars, subject to certain limitations. The Credit Facility Amendment extended the maturity date of the revolving loan facility to April 7, 2026. At our option that maturity date may be extended two additional six-month periods. In addition, the Credit Facility Amendment established the maturity date of the term loan facility under the Credit Facility Amendment as April 7, 2025, which may not be further extended.

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Prior to the Credit Facility Amendment, the Senior Credit Facility permitted aggregate borrowings of up to $2.0 billion, with an accordion feature that allowed for additional commitments of up to $1.0 billion, subject to the satisfaction of certain conditions. Prior to the amendment, $500.0 million of available borrowings under the Senior Credit Facility were scheduled to mature on October 11, 2024, with the remainder scheduled to mature on June 14, 2025. We had no loss on extinguishment of debt during the year ended December 31, 2022. During the year ended December 31, 2021, we recognized losses on extinguishment of debt in our Consolidated Statements of Operations of $0.1 million related to the amendment of the Senior Credit Facility, and $0.2 million and $7.9 million, related to the termination of our $750.0 million credit facility and the $1.8 billion credit facility between Safe Harbor and certain lenders, respectively.

The Senior Credit Facility bears interest at a floating rate based on Adjusted Term SOFR, the Adjusted Eurocurrency Rate, the Daily RFR, the Australian BBSY, the Daily SONIA Rate or the Canadian Dollar Offered Rate, as applicable, plus a margin, in all cases, which can range from 0.725% to 1.6%, subject to certain adjustments. As of December 31, 2022, the margins based on our credit ratings were 0.85% on the revolving loan facility and 0.95% on the term loan facility. During the year ended December 31, 2022, we achieved sustainability related requirements resulting in a favorable 0.01% adjustment to both margins.

At the lenders' option, the Senior Credit Facility will become immediately due and payable upon an event of default under the Credit Facility Amendment. We had $1.1 billion of borrowings outstanding under the revolving loan and $1.1 billion of borrowings outstanding under the term loan on the Senior Credit Facility as of December 31, 2022. We had $1.0 billion of revolving borrowings on our prior Senior Credit Facility as of December 31, 2021. These balances are recorded in Unsecured debt on the Consolidated Balance Sheets.

The Senior Credit Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under the Senior Credit Facility, but does reduce the borrowing amount available. We had $2.3 million and $2.2 million of outstanding letters of credit at December 31, 2022 and 2021, respectively.

Financial Covenants

Pursuant to the terms of the Senior Credit Facility, we are subject to various financial and other covenants. The most restrictive financial covenants for the Senior Credit Facility are as follows:

CovenantRequirementAs of December 31, 2022
Maximum leverage ratio65.0%33.8%
Minimum fixed charge coverage ratio1.403.82
Maximum secured leverage ratio40.0%12.6%

In addition, we are required to maintain the following covenants with respect to the senior unsecured notes payable:

CovenantRequirementAs of December 31, 2022
Total debt to total assets≤60.0%40.3%
Secured debt to total assets≤40.0%18.0%
Consolidated income available for debt service to debt service≥1.505.30
Unencumbered total asset value to total unsecured debt≥150.0%344.0%

As of December 31, 2022, we were in compliance with the above covenants and do not anticipate that we will be unable to meet these covenants in the near term.

Bridge Loan Termination

In March 2022, we terminated our commitment letter with Citigroup, pursuant to which, Citigroup (on behalf of its affiliates), previously committed to lend us up to £950.0 million in Pounds sterling, or approximately $1.2 billion converted at the March 31, 2022 exchange rate (the "Bridge Loan"). As of the date of termination, we did not have any borrowings outstanding under the Bridge Loan.

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Derivative Transactions

Our objective and strategy in using interest rate derivatives is to manage exposure to interest rate movements, thereby minimizing the effect of interest rate changes and the effect they could have on future cash outflows (forecasted interest payments) on a forecasted issuance of long-term debt. We do not enter into derivative instruments for speculative purposes.

During the year ended December 31, 2022, we entered into two treasury rate lock contracts and one forward swap contract with an aggregate notional value of $250.0 million to hedge interest rate risk associated with the future issuance of long-term debt. We also entered into two interest rate swap agreements to hedge variable rate borrowings of £400.0 million (equivalent to $483.6 million as of December 31, 2022) under the term loan on our Senior Credit Facility. The interest rate swaps locked in a total fixed rate, inclusive of spread, of 3.66% through the term loan maturity date of April 7, 2025.

Long-term Financing and Capital Requirements

Long-term Financing

We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, expansion and development of properties, other nonrecurring capital improvements and Operating Partnership unit redemptions through the long-term unsecured and secured indebtedness and the issuance of certain debt or equity securities subject to market conditions. If current market and economic conditions, including relating to, among other things, interest rates, currency fluctuations, equity valuations and inflation, continue or worsen, our ability to obtain debt and equity capital in the long term on attractive terms may be adversely affected.

We had unrestricted cash on hand as of December 31, 2022 of $72.8 million. As of December 31, 2022, there was $1.9 billion of remaining capacity on the Senior Credit Facility. At December 31, 2022 we had a total of 515 unencumbered MH, RV and marina properties.

From time to time, we may also issue shares of our capital stock, issue equity units in our Operating Partnership, issue unsecured notes, obtain other debt financing or sell selected assets. Our ability to finance our long-term liquidity requirements in such a manner will be affected by numerous economic factors affecting the MH, RV and marina industries at the time, including the availability and cost of mortgage debt, our financial condition, the operating history of the properties, the state of the debt and equity markets, and the general national, regional and local economic conditions. When it becomes necessary for us to approach the credit markets, the volatility in those markets could make borrowing more difficult to secure, more expensive or effectively unavailable. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing unsecured indebtedness as maturities become due. Refer to "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K. If we are unable to obtain additional debt or equity financing on acceptable terms, our business, results of operations and financial condition would be adversely impacted.

As of December 31, 2022, our net debt to enterprise value was 27.9% (assuming conversion of all common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series C preferred OP units, Series D preferred OP units, Series E preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H preferred OP units and Series J preferred OP units to shares of common stock). Our debt has a weighted average interest rate of 3.75% and a weighted average years to maturity of 7.4.

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Capital Requirements

Our capital requirements as of December 31, 2022 include both short and long term obligations:

Our primary long-term liquidity needs are principal payments on outstanding indebtedness as summarized in the table below:

Payments Due By Period (in millions)
Outstanding Indebtedness(1)Total DueShort-term Obligation ≤1 YearLong-term Obligation After 1 YearRefer to
Principal payments on long-term debt$7,235.1$183.4$7,051.7Note 8. Debt and Line of Credit
Interest expense(2)1,510.5187.51,323.0
Operating leases299.213.6285.6Note 17. Leases
Finance lease28.91.027.9Note 17. Leases
Total Outstanding Indebtedness$9,073.7$385.5$8,688.2

(1)Our outstanding indebtedness in this table excludes debt premiums, discounts and deferred financing costs, as applicable.

(2)Our obligations related to interest expense are calculated based on the current debt levels, rates and maturities as of December 31, 2022 (including finance leases), and actual payments required in future periods may be different than the amounts included above. Perpetual securities include one year of interest expense for payment due after five years.

Certain of our nonconsolidated affiliates, which are accounted for under the equity-method of accounting, have incurred indebtedness. We have not guaranteed the debt of our nonconsolidated affiliates in the arrangements referenced below, nor do we have any obligations to fund this debt should the nonconsolidated affiliates be unable to do so. Refer to Note 6, "Investments in Nonconsolidated Affiliates," in the accompanying Consolidated Financial Statements for additional information about these entities.

GTSC - During September 2019, GTSC entered into a warehouse line of credit with a maximum loan amount of $125.0 million. The line of credit was subsequently amended, with the maximum amount increased to $325.0 million as of December 31, 2022, with an option to increase to $375.0 million subject to the lender's consent. As of December 31, 2022 and 2021, the aggregate carrying amount of debt, including both our and our partner's share, incurred by GTSC was $275.0 million (of which our proportionate share is $110.0 million), and $243.1 million (of which our proportionate share is $97.2 million), respectively. The debt bears interest at a variable rate based on a Commercial Paper or adjusted Secured Overnight Financing Rate plus a margin ranging from 1.65% to 2.5% per annum and matures on December 15, 2026.

Sungenia JV - During May 2020, Sungenia JV, entered into a debt facility agreement with a maximum loan amount of $27.0 million Australian dollars, or $18.4 million converted at the December 31, 2022 exchange rate. During July 2022, the maximum amount was increased to $50.0 million Australian dollars, or $34.1 million converted at the December 31, 2022 exchange rate. As of December 31, 2022 and 2021, the aggregate carrying amount of the debt, including both our and our partners' share, incurred by Sungenia JV was $7.9 million (of which our proportionate share is approximately $4.0 million), and $6.3 million (of which our proportionate share is $3.1 million), respectively. The debt bears interest at a variable rate based on the BBSY rate plus a margin ranging from 1.35% to 1.4%, subject to adjustment for additional future commitments, per annum and matures on June 30, 2027.

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SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Critical Accounting Estimates

Our Consolidated Financial Statements are prepared in accordance with United States of America generally accepted accounting principles ("GAAP"), which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

Our significant accounting estimates include acquisitions of investment properties and impairments of long-lived assets or properties, and right-of-use assets. Refer to Note 1, "Significant Accounting Policies," in our accompanying Consolidated Financial Statements for information regarding our critical accounting estimates that affect the Consolidated Financial Statements and that use judgments and assumptions. In addition, the likelihood that materially different amounts could be reported under varied conditions and assumptions is discussed.

Impact of New Accounting Standards

Refer to Note 19, "Recent Accounting Pronouncements," in our accompanying Consolidated Financial Statements for information regarding new accounting pronouncements.

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FY 2021 10-K MD&A

SEC filing source: 0000912593-22-000039.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-22. Report date: 2021-12-31.

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and accompanying footnotes thereto included in this Annual Report on Form 10-K. In addition to the results presented in accordance with GAAP below, we have provided NOI and FFO as supplemental performance measures. Refer to Non-GAAP Financial Measures in this Item 7 for additional information.

OVERVIEW

We are a fully integrated REIT. As of December 31, 2021, we owned and operated, directly or indirectly, or had an interest in, a portfolio of 602 developed properties located in 39 states throughout the United States, Ontario, Canada and Puerto Rico, including 284 MH communities, 160 RV resorts, 33 properties containing both MH and RV sites, and 125 marinas. We have been in the business of acquiring, operating, developing and expanding MH communities and RV resorts since 1975 and marinas since 2020. We lease individual sites with utilities access for placement of manufactured homes, RVs or boats to our customers. We are also engaged in the marketing, selling and leasing of new and pre-owned homes to current and future residents in our MH communities. The Rental Program operations within our MH communities support and enhance our occupancy levels, property performance and cash flows.

COVID-19 IMPACT

The impact of COVID-19 in 2021 was minimal compared to 2020.

In response to the COVID-19 pandemic, we continue to provide essential services using social distancing techniques and minimal contact. To promote social distancing, we are encouraging our residents to use our online rent payment portals and other payment methods. We continue to follow the numerous health and safety measures we previously implemented at our communities and our main office to keep team members safe. These measures include increased cleaning and sanitation of shared spaces and social distancing protocols throughout our footprint. We closely monitor and track orders by federal, state and local authorities, provide status updates to our operations and main office leadership teams, and adjust our operating processes accordingly. We have implemented and continue to encourage remote working arrangements, wherever possible, to keep our team members safe and to do our part to promote social distancing.

The extent to which the COVID-19 pandemic impacts our operations, financial condition and financial results will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. The uncertainty of this situation precludes any prediction as to the full impact of the COVID-19 pandemic.

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EXECUTIVE SUMMARY

2021 General Overview

•Total revenues for 2021 increased 62.5 percent to $2.3 billion.

•Core FFO for 2021 was $6.51 per diluted share and OP unit, an increase of 27.9 percent over 2020.

•Achieved MH and RV real property Same Community NOI growth of 11.2 percent over 2020.

•Attained MH and RV Same Community occupancy of 98.9 percent.

•Home sales volume increased 42.6 percent to 4,088 homes in 2021 as compared to 2,866 in 2020.

•Brokered homes sales increased by 38.0 percent to 3,528 in 2021 as compared to 2,557 in 2020.

•Achieved 1-year, 3-year and 5-year total shareholder return of 40.8 percent, 120.1 percent and 210.3 percent, respectively, outperforming or in-line with the MSCI US REIT, Russell 1000, U.S. REIT Residential and S&P 500 indexes.

•We acquired 54 properties, totaling over 16,800 sites, wet slips and dry storage spaces, and sites for expansion for a total purchase price of $1.4 billion.

•Completed the construction of over 1,030 total sites at eight ground-up developments and re-development properties.

•Delivered nearly 580 total expansion sites in 11 MH and RV properties.

•Successfully integrated Safe Harbor, which contributed 16.5 percent of the real property NOI - Total Portfolio in 2021.

•Received investment grade ratings of BBB and Baa3 with a stable outlook from S&P Global and Moody's, respectively, which provides us with an additional source of financing.

•Closed two underwritten senior unsecured note offerings for aggregate net proceeds of approximately $1.2 billion.

•Closed an underwritten registered public offering, in which we sold 4,000,000 shares of our common stock and completed a forward sale agreement for an additional 4,050,000 shares of our common stock, for net proceeds of approximately $1.1 billion.

•Completed two forward sale agreements relating to an underwritten registered public offering of 4,025,000 shares of our common stock at a public offering price of $185.00 per share.

•Entered into a definitive agreement to acquire Park Holidays, the second largest owner and operator of holiday communities in the United Kingdom for approximately £950.0 million, or $1.3 billion.

Property Operations

Occupancy in our MH and annual RV properties, as well as our ability to increase rental rates, directly affect revenues. Our revenue streams are predominantly derived from customers renting our sites on a long-term basis. Our Same Community properties continue to achieve revenue and occupancy increases which drive continued NOI growth. Our home sales in our communities remained strong in 2021 and we expect this trend to continue.

Year Ended
Portfolio Information:December 31, 2021December 31, 2020December 31, 2019
Occupancy % - Total Portfolio - MH and Annual RV blended(1)97.4%97.3%96.4%
Occupancy % - Same Community - Adjusted MH and Annual RV blended(1)(2)(3)98.9%97.5%97.0%
Core FFO per share$6.51$5.09$4.92
Real property NOI - Total Portfolio (in thousands)$982,123$721,302$649,706
Real property NOI - Same Community (in thousands) - MH and RV$763,389$658,431$630,672
Homes sales volume4,0882,8663,439

(1) Occupancy percent includes annual RV sites and excludes transient RV sites.

(2) Occupancy percent excludes recently completed but vacant expansion sites.

(3) Same Community is based on the as reported year end Same Community count for each respective year.

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Acquisition Activity

During the past three years, we have completed acquisitions of over 225 properties with over 28,500 sites and over 45,000 wet slips and dry storage spaces located in high growth areas and retirement and vacation destinations such as California, Florida, Texas, Arizona and coastal areas in the Eastern United States.

During 2021, we acquired 35(1) MH communities and RV resorts, and 19(1) marinas, as detailed below:

MH & RV Property Name(1)Property TypeSites, Wet Slips, and Dry Storage SpacesStateMonth Acquired
Sun Outdoors Association IslandRV294NYJanuary
Blue Water Beach ResortRV177UTFebruary
Tranquility MHCMH25FLFebruary
Islamorada and Angler HouseMarina251FLFebruary
Prime Martha's VineyardMarina395MAMarch
Pleasant Beach CampgroundRV102ON, CanadaMarch
Sun Outdoors Cape CharlesRV669VAMarch
Beachwood ResortRV672WAMarch
ThemeWorld RV ResortRV148FLApril
Sylvan Glen EstatesMH476MIApril
Shelter Island BoatyardMarina52CAMay
Lauderdale Marine CenterMarina206FLMay
Apponaug HarborMarina348RIJune
Cabrillo IsleMarina476CAJune
MarathonMarina135FLJune
Allen HarborMarina176RIJuly
Cisco Grove Campground & RV(2)RV18CAJuly
Four Leaf Portfolio(3)MH2,545MI / INJuly
Harborage Yacht ClubMarina300FLJuly
Zeman PortfolioRV686IL / NJJuly
Southern Leisure RV ResortRV496FLAugust
Sunroad MarinaMarina617CAAugust
Lazy Lakes RV ResortRV99FLAugust
Puerto del ReyMarina1,746Puerto RicoSeptember
Stingray PointMarina222VASeptember
Detroit RiverMarina440MISeptember
Jetstream RV Resort at NASARV202TXSeptember
Beaver Brook Campground(4)RV204MEOctober
Emerald CoastMarina311FLNovember
Tall Pines Harbor CampgroundRV241VANovember
Wells Beach Resort CampgroundRV231MENovember
Port RoyalMarina167SCNovember
Podickory PointMarina209MDDecember
Jellystone Park at Mammoth CaveRV315KYDecember
South BayMarina333CADecember
Wentworth by the SeaMarina155NHDecember
Rocky Mountain RV ParkRV75MTDecember
Haas Lake RV Park CampgroundRV492MIDecember
Pearwood RV ResortRV144TXDecember
Holly Shores Camping ResortRV310NJDecember
Pheasant Ridge RV ParkRV130ORDecember
Coyote Ranch Resort(5)RV165TXDecember
Jellystone Park at Whispering PinesRV131TXDecember

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MH & RV Property Name(1)Property TypeSites, Wet Slips, and Dry Storage SpacesStateMonth Acquired
Hospitality Creek CampgroundRV230NJDecember
Total15,816

(1) Refer to Note 3, "Real Estate Acquisitions and Dispositions," for additional detail on the acquisition of MH, RV and marina properties.

(2) Contains 407 development sites.

(3) Contains 340 development sites.

(4) Contains 150 development sites.

(5) Contains 165 development sites.

Disposition Activity

On July 2, 2021, we sold two MH communities located in Indiana and Missouri, containing a combined 677 sites, for $67.5 million. The gain from the sale of the property was approximately $49.4 million.

On August 26, 2021, we sold four MH communities located in Arizona, Illinois and Missouri, containing a combined 1,137 sites, for $94.6 million. The gain from the sale of the property was approximately $58.7 million.

Construction Activity

Ground-up Developments - During the year ended December 31, 2021, we constructed over 1,000 total sites at seven ground-up development properties and one re-development located in California, Colorado, Texas, Florida, North Carolina and South Carolina.

Expansions - We have been focused on expansion opportunities adjacent to our existing properties, and we have developed over 2,100 sites within the past three years. We have expanded nearly 580 total sites at 11 MH and RV properties in 2021.

We continue to expand our properties utilizing our inventory of owned and entitled land. We have 10,672 MH and RV sites suitable for future development.

Markets

Our MH and RV properties are largely concentrated in Florida, Michigan, Texas and California, which contain 62.6 percent of our total MH and RV sites. We have expanded our market share in multiple states through recent acquisitions and increased our property holdings in high growth areas of the U.S. including retirement and vacation destinations.

We have also experienced strong revenue growth through recent acquisitions of RV resorts. The age demographic of RV resorts is attractive, as the population of retirement age adults in the U.S. is growing. RV resorts have become a trending vacation opportunity not only for the retiree population, but as an affordable vacation alternative for families and millennials.

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The following table identifies our MH and RV markets by total sites:

December 31, 2021December 31, 2020
Major MarketNumber of PropertiesTotal Sites% of Total SitesNumber of PropertiesTotal Sites% of Total Sites
Florida13246,73329.4%12845,81430.7%
Michigan8433,12620.8%7429,63219.8%
Texas3010,7686.8%249,5766.4%
California368,9345.6%358,9066.0%
Arizona125,3083.3%145,6603.8%
Ontario, Canada165,2373.3%155,0563.4%
Indiana124,1762.6%124,1762.8%
New Jersey113,9902.5%83,1602.1%
Colorado103,5392.2%103,4152.3%
Virginia103,4352.2%81,8751.3%
Maine153,4312.2%132,9952.0%
New York103,1412.0%92,8411.9%
Ohio92,9251.8%92,9252.0%
South Carolina62,6241.7%62,5031.7%
New Hampshire102,3981.5%102,2371.5%
Illinois52,2351.4%52,1511.4%
Connecticut162,0051.3%162,0051.3%
Maryland61,8521.2%61,8521.2%
Delaware41,7161.1%41,7091.1%
Pennsylvania51,5361.0%51,5351.0%
Georgia41,4140.9%41,3550.9%
Oregon61,3300.8%51,2000.8%
North Carolina51,1230.7%51,0830.7%
Massachusetts39270.6%39280.6%
Utah69270.6%57500.5%
Washington27840.5%11120.1%
Wisconsin25910.4%25880.4%
Tennessee25450.3%25450.4%
Minnesota14750.3%14750.3%
Iowa14130.3%14130.3%
Louisiana13340.2%12260.2%
Nevada13240.2%13240.2%
Kentucky13150.2%%
Alabama11670.1%11420.1%
Mississippi11550.1%11550.1%
Montana175%%
Missouri%29760.7%
477159,008446149,295

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SUN COMMUNITIES, INC.

Our marinas are largely concentrated in Florida, Connecticut, Rhode Island, Massachusetts, New York, Maryland and California.

The following table identifies our marina markets by total wet slips and dry storage spaces:

December 31, 2021December 31, 2020
Major MarketNumber of PropertiesWet SlipsDry Storage SpacesTotal Wet Slips / Dry Storage Spaces% Wet Slips / Dry Storage SpacesNumber of PropertiesWet SlipsDry Storage SpacesTotal Wet Slips / Dry Storage Spaces% Wet Slips / Dry Storage Spaces
Florida202,7012,5325,23311.6%142,0381,9473,98510.3%
California93,884563,9408.7%52,2972,2975.9%
Rhode Island123,3081773,4857.7%113,292103,3028.6%
Connecticut113,2993,2997.3%113,2993,2998.6%
Michigan62,6375553,1927.1%52,2684512,7197.0%
Georgia42,5872462,8336.3%42,5872462,8337.3%
New York82,7832,7836.2%82,7832,7837.2%
Maryland92,1564892,6455.9%82,0223872,4096.2%
Massachusetts92,0455012,5465.6%71,9882482,2365.8%
Kentucky52,365402,4055.3%52,365402,4056.2%
North Carolina51,0811,3012,3825.3%51,0811,3012,3826.1%
Texas31,8412832,1244.6%31,8412832,1245.5%
South Carolina81,2616131,8744.1%71,2493731,6224.2%
Puerto Rico19876251,6123.6%%
Ohio28881391,0272.3%28881391,0272.7%
Alabama1816487291.6%1816487291.9%
Mississippi14531345871.3%14531345871.5%
Arkansas15825821.3%15825821.5%
New Jersey2488305181.1%2488305181.3%
Tennessee23843840.9%23843841.0%
New Hampshire12312310.5%%
Virginia12282280.5%%
Vermont1102721740.4%1102721740.4%
Oklahoma11721720.4%11721720.4%
Maine21701700.4%21701700.4%
12536,7148,44145,15510632,4306,30938,739

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NON-GAAP FINANCIAL MEASURES

In addition to the results reported in accordance with GAAP in our "Results of Operations" below, we have provided information regarding net operating income ("NOI") and funds from operations ("FFO") as supplemental performance measures. We believe NOI and FFO are appropriate measures given their wide use by and relevance to investors and analysts following the real estate industry. NOI provides a measure of rental operations and does not factor in depreciation, amortization and non-property specific expenses such as general and administrative expenses. FFO, reflecting the assumption that real estate values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation / amortization of real estate assets. In addition, NOI and FFO are commonly used in various ratios, pricing multiples / yields and returns and valuation calculations used to measure financial position, performance and value.

NOI is derived from operating revenues minus property operating expenses and real estate taxes. NOI is a non-GAAP financial measure that we believe is helpful to investors as a supplemental measure of operating performance because it is an indicator of the return on property investment and provides a method of comparing property performance over time. We use NOI as a key measure when evaluating performance and growth of particular properties and / or groups of properties. The principal limitation of NOI is that it excludes depreciation, amortization, interest expense and non-property specific expenses such as general and administrative expenses, all of which are significant costs. Therefore, NOI is a measure of the operating performance of our properties rather than of the Company overall.

We believe that GAAP net income (loss) is the most directly comparable measure to NOI. NOI should not be considered to be an alternative to GAAP net income (loss) as an indication of our financial performance or GAAP cash flow from operating activities as a measure of our liquidity; nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. Because of the inclusion of items such as interest, depreciation and amortization, the use of GAAP net income (loss) as a performance measure is limited as these items may not accurately reflect the actual change in market value of a property, in the case of depreciation and in the case of interest, may not necessarily be linked to the operating performance of a real estate asset, as it is often incurred at a parent company level and not at a property level.

FFO is defined by the National Association of Real Estate Investment Trusts ("NAREIT") as GAAP net income (loss), excluding gains (or losses) from sales of depreciable operating property, plus real estate related depreciation and amortization, real estate related impairments, and after adjustments for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure that management believes is a useful supplemental measure of our operating performance. By excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not readily apparent from GAAP net income (loss). Management believes the use of FFO has been beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. We also use FFO excluding certain gain and loss items that management considers unrelated to the operational and financial performance of our core business ("Core FFO"). We believe that Core FFO provides enhanced comparability for investor evaluations of period-over-period results.

We believe that GAAP net income (loss) is the most directly comparable measure to FFO. The principal limitation of FFO is that it does not replace GAAP net income (loss) as a performance measure or GAAP cash flow from operations as a liquidity measure. Because FFO excludes significant economic components of GAAP net income (loss) including depreciation and amortization, FFO should be used as a supplement to GAAP net income (loss) and not as an alternative to it. Further, FFO is not intended as a measure of a REIT's ability to meet debt principal repayments and other cash requirements, nor as a measure of working capital. FFO is calculated in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that interpret the NAREIT definition differently.

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RESULTS OF OPERATIONS

Summary Statements of Operations

The following tables reconcile the Net income attributable to Sun Communities, Inc. common stockholders to NOI and summarize our consolidated financial results for the years ended December 31, 2021, 2020 and 2019 (in thousands):

Year Ended
December 31, 2021December 31, 2020December 31, 2019
Net Income Attributable to Sun Communities, Inc. Common Stockholders$380,152$131,614$160,265
Interest income(12,232)(10,119)(17,857)
Brokerage commissions and other revenues, net(30,127)(17,230)(14,127)
General and administrative expense181,210109,61692,777
Catastrophic event-related charges, net2,2398851,737
Business combinations1,36223,008
Depreciation and amortization522,745376,876328,067
Loss on extinguishment of debt (see Note 8)8,1275,20916,505
Interest expense158,629129,071133,153
Interest on mandatorily redeemable preferred OP units / equity4,1714,1774,698
Gain on remeasurement of marketable securities (see Note 14)(33,457)(6,129)(34,240)
(Gain) / loss on foreign currency translation3,743(7,666)(4,479)
Gain on disposition of property(108,104)(5,595)
Other expense, net12,1225,1881,701
(Gain) / loss on remeasurement of notes receivable (see Note 4)(685)3,275
Income from nonconsolidated affiliates (see Note 6)(3,992)(1,740)(1,374)
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6)1601,608
Current tax expense (see Note 12)1,2367901,095
Deferred tax (benefit) / expense (see Note 12)91(1,565)(222)
Preferred return to preferred OP units / equity interests12,0956,9356,058
Income attributable to noncontrolling interests21,4908,9029,768
Preferred stock distribution1,288
NOI$1,120,975$757,110$684,813
Year Ended
December 31, 2021December 31, 2020December 31, 2019
Real property NOI$982,123$721,302$649,706
Home sales NOI74,38228,62432,825
Service, retail, dining and entertainment expenses NOI64,4707,1842,282
NOI$1,120,975$757,110$684,813

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Seasonality of Revenue

The RV and marina industries are seasonal in nature, and the results of operations in any one period may not be indicative of results in future periods.

In the RV segment, certain properties maintain higher occupancy during the summer months, while other properties maintain higher occupancy during the winter months. Based on the location of our properties with transient RV sites, our portfolio generally produces higher revenues between April and September than between October and March. Real property - transient revenue is included in RV segment revenue. The following table presents the seasonality of real property-transient revenue for the years ended December 31, 2021, 2020 and 2019:

Real property - transient revenue (in thousands)For the Three Months Ended
YearMarch 31June 30September 30December 31Total
2021$266,64111.9%27.3%44.9%15.9%100.0%
2020$134,69118.8%15.6%44.9%20.7%100.0%
2019$121,50420.1%23.2%40.3%16.4%100.0%

In the marina market, demand for wet slip storage increases during the summer months as customers contract for the summer boating season, which also drives non-storage revenue streams such as service, fuel and on-premise restaurants or convenience stores. Demand for dry storage increases during the winter season as seasonal weather patterns require boat owners to store their vessels on dry docks and within covered racks. Seasonal real property revenue was approximately $246.6 million and $24.4 million for the years ended December 31, 2021 and 2020, respectively. In 2021, seasonal real property revenue was recognized 17.7 percent in the first quarter, 25.0 percent in the second quarter, 29.9 percent in the third quarter and 27.4 percent in the fourth quarter. In 2020, seasonal real property revenue was recognized 100 percent in the fourth quarter, given that the Safe Harbor acquisition closed during the fourth quarter.

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Comparison of the Years Ended December 31, 2021 and 2020

Real Property Operations - Total Portfolio

The following tables reflect certain financial and other information for our Total Portfolio as of and for the years ended December 31, 2021 and 2020 (in thousands, except for statistical information):

Year Ended
Financial InformationDecember 31, 2021December 31, 2020Change% Change
Revenue
Real property (excluding Transient)$1,166,704$867,532$299,17234.5%
Real property - transient281,432172,430109,00263.2%
Other151,72090,15761,56368.3%
Total Operating1,599,8561,130,119469,73741.6%
Expense
Property Operating617,733408,817208,91651.1%
Real Property NOI$982,123$721,302$260,82136.2%
As of
Other InformationDecember 31, 2021December 31, 2020Change
Number of properties(1)60255250
Wet slips and dry storage spaces45,15538,7396,416
MH occupancy96.6%
RV occupancy(2)100.0%
MH & RV blended occupancy(3)97.4%97.3%0.1%
Sites available for MH & RV development10,67210,025647
Monthly base rent per site - MH$603$589(8)$14
Monthly base rent per site - RV(7)$526$513(8)$13
Monthly base rent per site - Total$585$571(8)$14

(1)Includes MH communities, RV resorts and marinas.

(2)Occupancy percentages include annual RV sites and exclude transient RV sites.

(3)Occupancy percentages include MH and annual RV sites, and exclude transient RV sites.

(4)Adjusted occupancy percentages include MH and exclude recently completed but vacant expansion sites.

(5)Adjusted occupancy percentages include annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.

(6)Adjusted occupancy percentages include MH and annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.

(7)Monthly base rent pertains to annual RV sites and excludes transient RV sites.

(8) Canadian currency figures included within the year ended December 31, 2020 have been translated at 2021 average exchange rates, respectively.

The $260.8 million increase in Real property NOI from 2020 to 2021 consists of $76.8 million from Same Community as detailed below, $148.0 million from the marinas and $36.0 million from recently acquired properties in the year ended December 31, 2021 as compared to 2020.

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Real Property Operations - Same Community Portfolio

A key management tool used when evaluating performance and growth of our properties is a comparison of the Same Community portfolio. Same Community refers to properties that we have owned for at least the preceding year, exclusive of properties recently completed or under construction, and other properties as determined by management. The Same Community data may change from time-to-time depending on acquisitions, dispositions, management discretion, significant transactions or unique situations. In order to evaluate the growth of the Same Community portfolio, management has classified certain items differently than our GAAP statements. The reclassification difference between our GAAP statements and our Same Community portfolio is the reclassification of utility revenues from real property revenue to operating expenses. A significant portion of our utility charges are re-billed to our residents. For the years ended December 31, 2021 and 2020, Canadian currency figures included within the year ended December 31, 2020 have been translated at 2021 average exchange rates. For the years ended December 31, 2020 and 2019, Canadian currency figures included within the year ended December 31, 2019 have been translated at 2020 average exchange rates.

Year Ended
Total Same CommunityMHRV
Financial InformationDecember 31, 2021December 31, 2020Change% ChangeDecember 31, 2021December 31, 2020Change% ChangeDecember 31, 2021December 31, 2020Change% Change
Revenue
Real property (excluding Transient)$875,361$824,669$50,6926.1%$693,374$663,564$29,8104.5%$181,987$161,105$20,88213.0%
Real property - transient194,754144,07750,67735.2%1,4601,722(262)(15.2)%193,294142,35550,93935.8%
Other39,01123,36215,64967.0%19,26510,2988,96787.1%19,74613,0646,68251.1%
Total Operating1,109,126992,108117,01811.8%714,099675,58438,5155.7%395,027316,52478,50324.8%
Expense
Property Operating345,737305,56140,17613.1%182,771169,07213,6998.1%162,966136,48926,47719.4%
Real Property NOI$763,389$686,547$76,84211.2%$531,328$506,512$24,8164.9%$232,061$180,035$52,02628.9%
Year Ended
Total Same CommunityMHRV
Financial InformationDecember 31, 2020December 31, 2019Change% ChangeDecember 31, 2020December 31, 2019Change% ChangeDecember 31, 2020December 31, 2019Change% Change
Revenue
Real property (excluding Transient)$788,721$747,710$41,0115.5%$631,382$597,030$34,3525.8%$157,339$150,680$6,6594.4%
Real property - transient131,693137,271(5,578)(4.1)%1,4051,891(486)(25.7)%130,288135,380(5,092)(3.8)%
Other22,56826,833(4,265)(15.9)%9,65513,439(3,784)(28.2)%12,91313,394(481)(3.6)%
Total Operating942,982911,81431,1683.4%642,442612,36030,0824.9%300,540299,4541,0860.4%
Expense
Property Operating284,551281,1423,4091.2%156,370154,4011,9691.3%128,181126,7411,4401.1%
Real Property NOI$658,431$630,672$27,7594.4%$486,072$457,959$28,1136.1%$172,359$172,713$(354)(0.2)%

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As ofAs of
Other InformationDecember 31, 2021December 31, 2020ChangeDecember 31, 2020December 31, 2019Change
Number of properties403403367367
MH occupancy97.6%97.4%
RV occupancy(1)100.0%100.0%
MH & RV blended occupancy(2)98.2%98.0%
Adjusted MH occupancy(3)98.6%98.5%
Adjusted RV occupancy(4)100.0%100.0%
Adjusted MH & RV blended occupancy(5)98.9%97.5%(6)1.4%98.8%97.0%(6)1.8%
Sites available for development6,8667,332(466)6,6826,314368
Monthly base rent per site - MH$611$591(8)$20$600$580(8)$20
Monthly base rent per site - RV(7)$537$512(8)$25$514$488(8)$26
Monthly base rent per site - Total$593$573(8)$20$579$558(8)$21

(1) Occupancy percentages include annual RV sites and exclude transient RV sites.

(2) Occupancy percentages include MH and annual RV sites, and exclude transient RV sites.

(3) Adjusted occupancy percentages include MH and exclude recently completed but vacant expansion sites.

(4) Adjusted occupancy percentages include annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.

(5) Adjusted occupancy percentages include MH and annual RV sites, and exclude transient RV sites and recently completed but vacant expansion sites.

(6) The occupancy percentages for 2020 and 2019 have been adjusted to reflect incremental growth period-over-period from filled MH expansion sites and the conversion of transient RV sites to annual RV sites.

(7) Monthly base rent pertains to annual RV sites and excludes transient RV sites.

(8) Canadian currency figures included within the year ended December 31, 2020 and 2019 have been translated at 2021 and 2020 average exchange rates, respectively.

Years ended December 31, 2021 and 2020

The Same Community data includes all properties that we have owned and operated continuously since January 1, 2020, exclusive of ground-up development and redevelopment properties recently completed or under construction, and other properties as determined by management. We have reclassified $69.0 million and $63.1 million of utilities rebilled for the years ended December 31, 2021 and 2020, respectively, from Income from real property to Property operating expense to reflect the utility expenses associated with our Same Community portfolio net of resident retail.

The $76.8 million, or 11.2 percent, increase in Total Same Community NOI is due to a $52.0 million, or 28.9 percent, increase in NOI from the RV segment and $24.8 million, or 4.9 percent, increase in NOI from the MH segment.

The RV segment's $52.0 million, or 28.9 percent, increase in NOI is primarily due to an increase in Real property - transient revenue of $50.9 million, or 35.8 percent, due to increased transient and vacation rental stays at our resorts. The results of the comparative 2020 period were impacted by the required closure, or delayed opening, of over 40 of our RV resorts due to the COVID-19 pandemic.

The MH segment's $24.8 million, or 4.9 percent, increase in NOI is primarily due to an increase in Real property (excluding transient) revenue of $29.8 million, or 4.5 percent. Real property (excluding transient) revenue increased due to a 3.4 percent increase in monthly base rent per MH site and a 1.4 percent increase in occupancy when compared to the same period in 2020.

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Years ended December 31, 2020 and 2019

The Same Community data includes all properties which we have owned and operated continuously since January 1, 2019, exclusive of ground-up development and redevelopment properties recently completed or under construction, and other properties as determined by management. We have reclassified $37.7 million and $34.7 million of utilities rebilled for the years ended December 31, 2020 and 2019, respectively, from Income from real property to Property operating expense to reflect the utility expenses associated with our Same Community portfolio net of recovery.

The $27.8 million, or 4.4 percent, growth in Total Same Community NOI is due to a 1.8 percent increase in occupancy and $28.1 million, or 6.1 percent, increase in NOI from the MH segment.

The RV segment NOI remained flat when compared to the same period in 2019.

The MH segment $28.1 million, or 6.1 percent, growth in NOI is primarily due to an increase in Real property (excluding transient) revenue of $34.4 million, or 5.8 percent. Real property (excluding transient) revenue increased due to a 3.4 percent increase in monthly base rent per MH site and a 1.8 percent increase in occupancy when compared to the same period in 2019.

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Marina Summary

The following table reflects certain financial and other information for our marinas for the year ended December 31, 2021 (in thousands, except for statistical information):

Year Ended
December 31, 2021December 31, 2020(a)Change% Change
Financial Information
Revenues
Real property (excluding transient)$250,984$25,632$225,352N/M
Real property - transient14,79080513,985N/M
Other14,05388013,173N/M
Total Operating279,82727,317252,510N/M
Expenses
Property Operating(b)117,71113,175104,536N/M
Real Property NOI162,11614,142147,974N/M
Service, retail, dining and entertainment
Revenue269,17019,393249,777N/M
Expense219,04016,061202,979N/M
NOI50,1303,33246,798N/M
Marina NOI$212,246$17,474$194,772N/M
Other Information
Number of properties1251061917.9%
Total wet slips and dry storage45,15538,7396,41616.6%

N/M = Percentage change is not meaningful.

(a) Contains two months of activity.

(b) Marina results net $15.0 million for the year ended December 31, 2021 and $4.5 million for the two months ended December 31, 2020 of certain utility revenue against the related utility expense in property operating and maintenance expense.

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Home Sales Summary

We purchase new homes and acquire pre-owned and repossessed manufactured homes, generally located within our communities, from lenders, dealers, and former residents to lease or sell to current and prospective residents.

The following table reflects certain financial and statistical information for our Home Sales Program for the years ended December 31, 2021 and 2020 (in thousands, except for average selling prices and statistical information):

Year Ended
Financial InformationDecember 31, 2021December 31, 2020Change% Change
New homes
New home sales$114,852$79,728$35,12444.1%
New home cost of sales94,10365,53328,57043.6%
Gross Profit – new homes20,74914,1956,55446.2%
Gross margin % – new homes18.1%17.8%0.3%
Average selling price – new homes$156,902$139,874$17,02812.2%
Pre-owned homes
Pre-owned home sales$165,300$95,971$69,32972.2%
Pre-owned home cost of sales93,02466,35126,67340.2%
Gross Profit – pre-owned homes72,27629,62042,656144.0%
Gross margin % – pre-owned homes43.7%30.9%12.8%
Average selling price – pre-owned homes$49,255$41,799$7,45617.8%
Total home sales
Revenue from home sales$280,152$175,699$104,45359.4%
Cost of home sales187,127131,88455,24341.9%
Home selling expenses18,64315,1913,45222.7%
Home Sales NOI$74,382$28,624$45,758159.9%
Statistical Information
New home sales volume73257016228.4%
Pre-owned home sales volume3,3562,2961,06046.2%
Total home sales volume4,0882,8661,22242.6%

Gross Profit - New Homes

For the year ended December 31, 2021, the $6.6 million, or 46.2 percent, increase in gross profit is primarily the result of a 28.4 percent increase in new home sales volume, coupled with a 12.2 percent increase in new home average selling price, as compared to the same period in 2020.

Gross Profit - Pre-owned Homes

For the year ended December 31, 2021, the $42.7 million, or 144.0 percent, increase in gross profit is primarily the result of a 46.2 percent increase in pre-owned home sales volume, coupled with a 12.8 percent increase in gross margin, primarily due to a 17.8 percent increase in the pre-owned home average selling price, as compared to the same period in 2020.

Homes sales NOI

For the year ended December 31, 2021, the $45.8 million, or 159.9 percent, increase in NOI is primarily the result of a 42.6 percent increase in home sales volume, coupled with an increase in new home and pre-owned home average selling price and pre-owned home margin, as compared to the same period in 2020.

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Rental Program Summary

The following table reflects certain financial and other information for our Rental Program for the years ended December 31, 2021 and 2020 (in thousands, except for statistical information):

Year Ended
Financial InformationDecember 31, 2021December 31, 2020Change% Change
Revenues
Home rent$66,442$62,546$3,8966.2%
Site rent71,67074,823(3,153)(4.2)%
Total138,112137,3697430.5%
Expenses
Rental Program operating and maintenance19,72520,408(683)(3.3)%
Rental Program NOI$118,387$116,961$1,4261.2%
Other Information
Number of sold rental homes1,07185022126.0%
Number of occupied rentals, end of period9,87011,752(1,882)(16.0)%
Investment in occupied rental homes, end of period$556,342$629,162$(72,820)(11.6)%
Weighted average monthly rental rate, end of period$1,110$1,042$686.5%

The Rental Program NOI is included in Real property NOI. The Rental Program NOI is separately reviewed to assess the overall growth and performance of the Rental Program and its financial impact on our operations.

For the year ended December 31, 2021, Rental Program NOI increased $1.4 million, or 1.2 percent as compared to the same period in 2020. The increase is primarily due to a 6.5 percent increase in weighted average monthly rent, coupled with a 3.3 percent decrease in expenses, partially offset by a decrease in the number of occupied rental homes as compared to the same period in 2020.

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Other Items - Statements of Operations(1)

The following table summarizes other income and expenses for the years ended December 31, 2021 and 2020 (amounts in thousands):

Year Ended
December 31, 2021December 31, 2020Change% Change
Service, retail, dining and entertainment, net$64,470$7,184$57,286797.4%
Interest income$12,232$10,119$2,11320.9%
Brokerage commissions and other, net$30,127$17,230$12,89774.9%
General and administrative expense$181,210$109,616$71,59465.3%
Catastrophic event-related charges, net$2,239$885$1,354153.0%
Business combination expense, net$1,362$23,008$(21,646)(94.1)%
Depreciation and amortization$522,745$376,876$145,86938.7%
Loss on extinguishment of debt (see Note 8)$8,127$5,209$2,91856.0%
Interest expense$158,629$129,071$29,55822.9%
Interest on mandatorily redeemable preferred OP units / equity$4,171$4,177$(6)(0.1)%
Gain on remeasurement of marketable securities (see Note 14)$33,457$6,129$27,328445.9%
Gain / (loss) on foreign currency translation$(3,743)$7,666$(11,409)(148.8)%
Gain on dispositions of properties$108,104$5,595$102,509N/M
Other expense, net$(12,122)$(5,188)$(6,934)133.7%
Gain / (loss) on remeasurement of notes receivable (see Note 4)$685$(3,275)$3,960120.9%
Income from nonconsolidated affiliates (see Note 6)$3,992$1,740$2,252129.4%
Loss on remeasurement of investment in nonconsolidated affiliates (see Note 6)$(160)$(1,608)$1,44890.0%
Current tax expense (see Note 12)$(1,236)$(790)$(446)56.5%
Deferred tax benefit / (expense) (see Note 12)$(91)$1,565$(1,656)(105.8)%
Preferred return to preferred OP units / equity interests$12,095$6,935$5,16074.4%
Income attributable to noncontrolling interests$21,490$8,902$12,588141.4%

(1) Only items determined by management to be material, of interest, or unique to the periods disclosed above are explained below.

N/M = Percentage change is not meaningful.

Service, retail, dining and entertainment, net - for the year ended December 31, 2021, increased primarily due to the addition of marina service revenue, driven by a full year of activity from Safe Harbor, and increases in RV resort activity revenues as compared to 2020.

Brokerage commissions and other, net - for the year ended December 31, 2021, increased primarily due to an increase in brokerage commissions as a result of an increase in the number of brokered home sales, as compared to 2020.

General and administrative expense - for the year ended December 31, 2021, increased primarily due to a full year of activity from Safe Harbor, and an increase in wages and incentives driven by growth in strategic initiatives and acquisition activity, as compared to 2020.

Business combination expense, net - for the year ended December 31, 2021, decreased due to the prior year acquisition of Safe Harbor. Refer to Note 3, "Real Estate Acquisitions and Dispositions," of our accompanying Consolidated Financial Statements for additional information.

Depreciation and amortization - for the year ended December 31, 2021, increased as a result of acquisition, expansion and development activity driving growth in our portfolio of MH communities, RV resorts and marinas as compared to 2020. Refer to Note 3, "Real Estate Acquisitions and Dispositions," of our accompanying Consolidated Financial Statements for additional information.

Loss on extinguishment of debt - for the year ended December 31, 2021, increased primarily due to the termination of the Safe Harbor line of credit and financing activities as compared to 2020. Refer to Note 8, "Debt and Line of Credit," in our accompanying Consolidated Financial Statements for additional information.

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Interest expense - for the year ended December 31, 2021, increased primarily due to the higher carrying balance of debt as compared to the same period in 2020. Refer to Note 8, "Debt and Line of Credit," of our accompanying Consolidated Financial Statements for additional information.

Gain on remeasurement of marketable securities - for the year ended December 31, 2021, increased due to higher gain on the remeasurement of our investment in marketable securities as compared to 2020. Refer to Note 15, "Fair Value of Financial Instruments," in our accompanying Consolidated Financial Statements for additional information.

Gain / (loss) on foreign currency translation - for the year ended December 31, 2021, there was a $3.7 million loss as compared to a $7.7 million gain in the same period in 2020, primarily due to fluctuations in exchange rates on Canadian and Australian denominated currencies.

Gain on dispositions of properties - for the year ended December 31, 2021, increased due to a gain resulting from the sale of six MH communities in various states. Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional information.

Other expense, net - for the year ended December 31, 2021, increased primarily due to an estimated contingent liability related to potential termination of certain ground leases.

Gain / (loss) on remeasurement of notes receivable - represents the change in fair value of our in-house financing notes receivable portfolio, for which we elected the fair value option on January 1, 2020. Refer to Note 4, "Notes and Other Receivables," and Note 14, "Fair Value of Financial Instruments," in our accompanying Consolidated Financial Statements for additional information.

Income from nonconsolidated affiliates - for the year ended December 31, 2021, increased primarily due to increased equity income at GTSC LLC ("GTSC") and the Sungenia joint venture ("Sungenia JV") as compared to 2020. Refer to Note 6, "Investments in Nonconsolidated Affiliates," in our accompanying Consolidated Financial Statements for additional information.

Preferred return to preferred OP units / equity interests - for the year ended December 31, 2021 increased primarily as a result of preferred OP units issued in conjunction with various acquisitions since 2020. Refer to Note 3, "Real Estate Acquisitions and Dispositions," and Note 9, "Equity and Temporary Equity," of our accompanying Consolidated Financial Statements for additional information.

Income attributable to noncontrolling interests - for the year ended December 31, 2021, increased as compared to 2020, primarily due to improved financial performance of the Company and its consolidated VIEs. Refer to Note 7, "Consolidated Variable Interest Entities," in our accompanying Consolidated Financial Statements for additional information.

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019

Pursuant to the FAST Act Modernization and Simplification of Regulation S-K, discussions related to the changes in results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2019 have been omitted, except for the Same Community results where the presentation structure has changed consistent with our new segment reporting, and prior year data differ from amounts previously disclosed in Form 10-K for the year ended December 31, 2020 as a result of prior year reclassification and site count changes. Such omitted discussion can be found under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 18, 2021.

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RECONCILIATION OF NET INCOME ATTRIBUTABLE TO SUN COMMUNITIES, INC. COMMON STOCKHOLDERS TO FFO

The following table reconciles Net income attributable to Sun Communities, Inc. common stockholders to FFO for the years ended December 31, 2021, 2020 and 2019 (in thousands, except per share amounts):

Year Ended
December 31, 2021December 31, 2020December 31, 2019
Net Income Attributable to Sun Communities, Inc. Common Stockholders$380,152$131,614$160,265
Adjustments
Depreciation and amortization521,856376,897328,646
Depreciation on nonconsolidated affiliates12366
Gain on remeasurement of marketable securities(33,457)(6,129)(34,240)
Loss on remeasurement of investment in nonconsolidated affiliates1601,608
(Gain) / loss on remeasurement of notes receivable(685)3,275
Income attributable to noncontrolling interests14,7837,8818,474
Preferred return to preferred OP units1,8882,2312,610
Preferred distribution to Series A-4 preferred stock1,288
Interest expense on Aspen preferred OP units2,056
Gain on dispositions of properties(108,104)(5,595)
Gain on dispositions of assets, net(60,485)(22,180)(26,356)
FFO Attributable to Sun Communities, Inc. Common Stockholders and Dilutive Convertible Securities(1)$718,287$489,668$440,687
Adjustments
Business combination expense and other acquisition related costs(2)10,00525,3341,146
Loss on extinguishment of debt8,1275,20916,505
Catastrophic event-related charges, net2,2398851,737
Earnings - catastrophic event-related charges(3)200
(Gain) / loss on foreign currency translation3,743(7,666)(4,480)
Other adjustments, net(4)16,1392,1301,337
Core FFO Attributable to Sun Communities, Inc. Common Stockholders and Dilutive Convertible Securities(1)$758,740$515,560$456,932
Weighted average common shares outstanding - basic112,58297,52188,460
Add
Common stock issuable upon conversion of stock options11
Restricted stock220455454
Common OP units2,5622,4582,448
Common stock issuable upon conversion of certain preferred OP units1,1519071,454
Weighted Average Common Shares Outstanding - Fully Diluted116,515101,34292,817
FFO Attributable to Sun Communities, Inc. Common Stockholders and Dilutive Convertible Securities Per Share - Fully Diluted$6.16$4.83$4.75
Core FFO Attributable to Sun Communities, Inc. Common Stockholders and Dilutive Convertible Securities Per Share - Fully Diluted$6.51$5.09$4.92

(1)The effect of certain anti-dilutive convertible securities is excluded from these items.

(2)These costs represent business combination expenses and expenses incurred to bring recently acquired properties up to our operating standards, including items such as tree trimming and painting costs that do not meet our capitalization policy.

(3)Adjustment related to estimated loss of earnings in excess of the applicable business interruption deductible in relation to our three Florida Keys communities that were impaired by Hurricane Irma which had not yet been received from our insurer.

(4)Other adjustments, net include the change in estimated contingent consideration payments, long term lease termination expense and deferred tax (benefit) / expense for the years ended December 31, 2021, 2020 and 2019, RV rebranding non-recurring cost for the year ended December 31, 2021, and deferred compensation amortization upon retirement for the year ended December 31, 2020.

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LIQUIDITY AND CAPITAL RESOURCES

Short-term Liquidity

Our principal short-term liquidity demands have historically been, and are expected to continue to be, distributions to our stockholders and the unit holders of the Operating Partnership, property acquisitions, development and expansion of properties, capital improvement of properties, the purchase of new and pre-owned homes, and debt repayment. We intend to meet our short-term liquidity requirements through available cash balances, cash flows generated from operations, draws on our line of credit, and the use of debt and equity offerings under our shelf registration statement. Refer to Note 8, "Debt and Line of Credit," and Note 9, "Equity and Temporary Equity," in our accompanying Consolidated Financial Statements for additional information.

We also intend to continue to strengthen our capital and liquidity positions by focusing on our core fundamentals, which are generating positive cash flows from operations, maintaining appropriate debt levels and leverage ratios, and controlling overhead costs. We take a disciplined approach to selecting the optimal mix of financing sources to meet our liquidity demands and minimize our overall cost of capital. In June 2021, we received investment grade ratings of BBB and Baa3 with a stable outlook from S&P Global and Moody's, respectively. We plan on leveraging this enhanced strength in the credit markets to utilize a greater proportion of unsecured debt to lower our cost of capital and increase our financial flexibility.

Acquisitions

Subject to market conditions, we intend to continue to identify opportunities to expand our development pipeline and acquire existing properties. We finance acquisitions through available cash, secured financing, draws on our lines of credit, the assumption of existing debt on properties, and the issuance of debt and equity securities. We will continue to evaluate acquisition opportunities that meet our criteria. Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for information regarding recent property acquisitions.

We anticipate that our acquisition of Park Holidays will close within the three months ending March 31, 2022, subject to the approval of the UK Financial Conduct Authority. We anticipate that we will need approximately $1.3 billion in cash to fund the acquisition of Park Holidays.

We have obtained commitments from our lenders to amend, extend and upsize the Senior Credit Facility simultaneously with, and conditioned on, the closing of the acquisition of Park Holidays. The proposed amendment (the "Proposed Loan Amendment") would provide for borrowing up to an aggregate of $4.2 billion with the ability to upsize the total borrowing by an additional $800.0 million. The Proposed Loan Amendment would provide a revolving loan facility of up to $3.05 billion and a term loan facility of $1.15 billion.

We intend to use a portion of the proceeds from the Proposed Loan Amendment to fund the cash purchase price of Park Holidays. There can be no assurance that we will be able to successfully enter into the Proposed Loan Amendment on the terms described above or at all. If the Proposed Loan Amendment is not entered into, we may use our previously announced bridge loan, further described below, to fund all or a portion of the cash purchase price of Park Holidays.

Capital Expenditures

Our capital expenditures include expansion sites and development construction costs, recurring capital expenditures, lot modifications, growth projects, acquisition-related capital expenditures, rental home purchases and rebranding cost.

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Our capital expenditure activity is summarized as follows (in thousands):

Year Ended
December 31, 2021December 31, 2020
Expansion and Development$201,601$248,146
Recurring Capital Expenditures64,63133,472
Lot Modifications28,80229,414
Growth Projects77,03728,315
Acquisition-related Capital Expenditures176,46346,739
Rental Program117,371143,117
Rebranding6,142N/A
Other5249,320
Total capital expenditures activity$672,571$538,523

Expansion and development expenditures - consist primarily of construction costs such as roads, activities, and amenities, and costs necessary to complete home and RV site improvements, such as driveways, sidewalks and landscaping at our MH communities and RV resorts. Expenditures also include costs to rebuild after damage has been incurred at MH, RV or marina properties.

Recurring capital expenditures - relate to our continued commitment to the upkeep of our MH and RV properties and include items such as dredging, dock repairs and improvements, and equipment maintenance and upgrades at our marinas.

Lot modification capital expenditures - are incurred to modify the foundational structures required to set a new home after a previous home has been removed. These expenditures are necessary to create a revenue stream from a new site renter and often improve the quality of the community. Other lot modification expenditures include land improvements added to annual RV sites to aid in the conversion of transient RV guests to annual contracts.

Growth projects - consist of revenue generating or expense reducing activities at MH communities, RV resorts and marinas. This includes, but is not limited to, utility efficiency and renewable energy projects, site, slip or amenity upgrades such as the addition of a garage, shed or boat lift, and other special capital projects that substantiate an incremental rental increase.

Acquisition-related Capital Expenditures - consist of capital improvements identified during due diligence that are necessary to bring our communities, resorts, and marinas up to our operating standards. These include items such as: upgrading clubhouses; landscaping; new street light systems; new mail delivery systems; pool renovation including larger decks, heaters, and furniture; new maintenance facilities; lot modifications; and new signage.

Rental Program - investment in the acquisition of homes intended for the Rental Program and the purchase of vacation rental homes at our RV resorts. Expenditures for these investments depend upon the condition of the markets for repossessions and new home sales, rental homes and vacation rental homes.

Rebranding costs - includes new signage at our RV resorts and costs of building an RV mobile application and updated website.

Cash Flow Activities

Our cash flow activities are summarized as follows (in thousands):

Year Ended
December 31, 2021December 31, 2020December 31, 2019
Net Cash Provided by Operating Activities$753,572$543,295$476,734
Net Cash Used for Investing Activities$(2,338,249)$(2,486,517)$(1,010,457)
Net Cash Provided by Financing Activities$1,570,391$2,000,844$505,880
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash$(157)$189$411

Cash, cash equivalents, and restricted cash decreased by approximately $14.4 million from $92.6 million as of December 31, 2020, to $78.2 million as of December 31, 2021.

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Operating Activities - Net cash provided by operating activities increased $210.3 million to $753.6 million for the year ended December 31, 2021, compared to $543.3 million for the year ended December 31, 2020. The increase was driven by an increase in net income from property operations due to the acquisition of Safe Harbor in October 2020 and improved operating performance at our MH and RV properties.

Our net cash flows provided by operating activities from continuing operations may be adversely impacted by, among other things: (a) the market and economic conditions in our current markets generally, and specifically in metropolitan areas of our current markets; (b) lower occupancy and rental rates of our properties; (c) increased operating costs, such as wage and benefit costs, insurance premiums, real estate taxes and utilities, that cannot be passed on to our tenants; (d) decreased sales of manufactured homes; (e) current volatility in economic conditions and the financial markets; and (f) the effects of the COVID-19 pandemic. Refer to "Risk Factors" in Part I, Item 1A in this Annual Report on Form 10-K.

Investing Activities - Net cash used for investing activities was $2.3 billion for the year ended December 31, 2021, compared to $2.5 billion for year ended December 31, 2020. The decrease in Net cash used for investing activities was driven by a reduction in cash outflows to acquire new properties due to the prior year acquisition of Safe Harbor. During the year ended December 31, 2021, net cash used for investing activities included the following:

•Net cash deployed of $1.6 billion to acquire 54 properties totaling over 16,800 sites, wet slips and dry storage spaces and sites for expansion, and 11 land parcels approved for development of nearly 4,000 MH sites.

•Cash deployed of $672.6 million for capital expenditure activity.

•Cash deployed of $242.6 million for issuance of notes receivable to real estate developers and operators.

•Proceeds of $162.1 million from the disposition of six MH communities.

•Proceeds of $113.8 million from sale of rental homes and equipment.

Refer to Note 3, "Real Estate Acquisitions and Dispositions," in our accompanying Consolidated Financial Statements for additional information.

Financing Activities - Net cash provided by financing activities decreased $430.5 million to $1.6 billion for the year ended December 31, 2021, compared to $2.0 billion for the year ended December 31, 2020. During the year ended December 31, 2021, net cash provided by financing activities included the following:

•Proceeds of $1.1 billion from equity issuances, primarily due to the March 2021 underwritten public offering of an aggregate of 8,050,000 shares at a public offering price of $140.00 per share.

•Issuance of an aggregate of $1.2 billion of senior unsecured notes from issuances in June 2021 and October 2021.

•Payments of $390.8 million for distributions to holders of common stock and common OP units.

•Net payments of $198.9 million under our credit facility agreement, net of proceeds.

Refer to Note 8, "Debt and Line of Credit," and Note 9, "Equity and Temporary Equity," in our accompanying Consolidated Financial Statements for additional information.

Equity and Debt Activity

Registering of Debt Securities

In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The rule became effective January 4, 2021. In April 2021, we filed a new universal shelf registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which are fully and unconditionally guaranteed by us.

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Public Equity Offerings

Offerings

On November 15 and 16, 2021, we entered into two forward sale agreements relating to an underwritten registered public offering of 4,025,000 shares of our common stock at a public offering price of $185.00 per share. The offering closed on November 18, 2021. We did not initially receive any proceeds from the sale of shares of our common stock by the forward purchaser or its affiliates. We intend to use the net proceeds, if any, received upon the future settlement of the forward sale agreements, which we expect to occur no later than November 18, 2022, to fund a portion of the Park Holidays total consideration, to repay borrowings outstanding under our senior credit facility, to fund possible future acquisitions of properties and / or for working capital and general corporate purposes.

On March 2, 2021, we priced a $1.1 billion underwritten public offering of an aggregate of 8,050,000 shares at a public offering price of $140.00 per share, before underwriting discounts and commissions. The offering consisted of 4,000,000 shares offered directly by us and 4,050,000 shares offered under a forward equity sales agreement. We sold the 4,000,000 shares on March 9, 2021 and received net proceeds of $537.6 million after deducting expenses related to the offering. In May and June 2021, we completed the physical settlement of the remaining 4,050,000 shares and received net proceeds of $539.7 million after deducting expenses related to the offering. Proceeds from the offering were used to acquire assets and pay down borrowings under our revolving line of credit.

On September 30, 2020 and October 1, 2020, we entered into two forward sale agreements (the "September 2020 Forward Equity Offerings") relating to an underwritten registered public offering of 9,200,000 shares of our common stock at a public offering price of $139.50 per share. The offering closed on October 5, 2020. On October 26, 2020, we physically settled these forward sales agreements by the delivery of shares of our common stock. Proceeds from the offering were approximately $1.23 billion after deducting expenses related to the offering. We used the net proceeds of this offering to fund the cash portion of the acquisition of Safe Harbor, and for working capital and general corporate purposes.

In May 2020, we closed an underwritten registered public offering of 4,968,000 shares of common stock. Proceeds from the offering were $633.1 million after deducting expenses related to the offering. We used the net proceeds of this offering to repay borrowings outstanding under the revolving loan under our senior credit facility.

At the Market Offering Sales Agreements

On December 17, 2021, we entered into an At the Market Offering Sales Agreement with certain sales agents and forward sellers pursuant to which we may sell, from time to time, up to an aggregate gross sales price of $1.25 billion of our common stock (the "December 2021 Sales Agreement"), through the sales agents, acting as our sales agents or, if applicable, as forward sellers, or directly to the sales agents as principals for their own accounts. The sales agents and forward sellers are entitled to compensation in an agreed amount not to exceed 2.0 percent of the gross price per share for any shares sold under the December 2021 Sales Agreement. We simultaneously terminated our June 2021 Sales Agreement (as defined below) upon entering into the December 2021 Sales Agreement.

On June 4, 2021, we entered into an At the Market Offering Sales Agreement with certain sales agents and forward sellers pursuant to which we could sell, from time to time, up to an aggregate gross sales price of $500.0 million of our common stock (the "June 2021 Sales Agreement"), through the sales agents, acting as our sales agents or, if applicable, as forward sellers, or directly to the sales agents as principals for their own accounts. The sales agents and forward sellers are entitled to compensation in an agreed amount not to exceed 2.0 percent of the gross price per share for any shares sold under the Sales Agreement. We simultaneously terminated our previous At the Market Offering Sales Agreement entered into in July 2017 upon entering into the June 2021 Sales Agreement.

There were no sales of common stock under the December 2021 Sales Agreement as of December 31, 2021. We entered into forward sale agreements with respect to 1,820,109 shares of common stock under the June 2021 Sales Agreement for $356.5 million during the year ended December 31, 2021 prior to its termination. These forward sale agreements were not settled as of December 31, 2021 but we expect to settle them no later than September 2022. There were zero issuances of common stock under the prior At the Market Offering Sales Agreement entered into in July 2017, during the years ended December 31, 2021, 2020 and 2019, and from inception through termination of such prior sales agreement, we sold shares of our common stock for gross proceeds of $163.8 million.

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Senior Unsecured Notes

On October 5, 2021, we issued $450.0 million of senior unsecured notes with an interest rate of 2.3 percent and a seven-year term, due November 1, 2028 (the "2028 Notes"). Interest on the 2028 Notes is payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2022. In addition, on October 5, 2021, we issued $150 million of senior unsecured notes with an interest rate of 2.7 percent and a ten-year term due July 15, 2031. These notes are additional notes of the same series as the $600.0 million aggregate principal amount of 2.7 percent senior unsecured notes due July 15, 2031 that we issued on June 28, 2021, described below. The net proceeds from the offering were approximately $595.5 million after deducting underwriters' discounts and estimated offering expenses. The proceeds were used to pay down borrowings under our line of credit.

On June 28, 2021, we issued $600.0 million of senior unsecured notes with an interest rate of 2.7 percent and a ten-year term, due July 15, 2031 (the "2031 Notes"). Interest on the 2031 Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2022. The net proceeds from the offering were approximately $592.4 million, after deducting underwriters' discounts and estimated offering expenses. The proceeds were used to pay down borrowings under our line of credit.

The total outstanding balance on senior unsecured notes was $1.2 billion at December 31, 2021.

The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the 2031 and 2028 Notes are guaranteed on a senior basis by Sun Communities, Inc. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company. Under Rule 3-10 of Regulation S-X, as amended, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company's consolidated financial statements, the parent guarantee is "full and unconditional" and, subject to certain exceptions, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), we have excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Operating Partnership are not materially different from the corresponding amounts presented in our consolidated financial statements and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

Line of Credit

On June 14, 2021, we entered into a new senior credit agreement (the "Credit Agreement") with certain lenders. The Credit Agreement combined and replaced our prior $750.0 million credit facility, which was scheduled to mature on May 21, 2023, (the "A&R Facility"), and the $1.8 billion credit facility between Safe Harbor and certain lenders, which was scheduled to mature on October 11, 2024 (the "Safe Harbor Facility"). The Safe Harbor Facility was terminated in connection with the execution of the Credit Agreement. We repaid all amounts due and outstanding under the Safe Harbor Facility on or prior to June 14, 2021. We recognized a Loss on extinguishment of debt in our Consolidated Statement of Operations related to the termination of the A&R Facility and the Safe Harbor Facility of $0.2 million and $7.9 million, respectively.

Pursuant to the Credit Agreement, we may borrow up to $2.0 billion under a revolving loan (the "Senior Credit Facility"). The Senior Credit Facility is available to fund all of the Company's businesses, including its marina business conducted by Safe Harbor. The Credit Agreement also permits, subject to the satisfaction of certain conditions, additional borrowings (with the consent of the lenders) in an amount not to exceed $1.0 billion with the option to treat all, or a portion, of such additional funds as an incremental term loan.

The Senior Credit Facility has a four-year term ending June 14, 2025, and, at our option, the maturity date may be extended for two additional six-month periods, subject to the satisfaction of certain conditions. However, the maturity date with respect to $500.0 million of available borrowing under the Senior Credit Facility is October 11, 2024, which, under the terms of the Senior Credit Agreement, may not be extended. The Senior Credit Facility bears interest at a floating rate based on the Adjusted Eurocurrency rate or BBSY rate, plus a margin that is determined based on the Company's credit ratings calculated in accordance with the Senior Credit Agreement, which can range from 0.725 percent to 1.4 percent. As of December 31, 2021, the margin based on our credit ratings was 0.85 percent on the Senior Credit Facility.

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At the lenders' option, the Senior Credit Facility will become immediately due and payable upon an event of default under the Credit Agreement. We had $1.0 billion of borrowings on the Senior Credit Facility as of December 31, 2021, all scheduled to mature June 14, 2025. As of December 31, 2020, we had $40.4 million of borrowings on the revolving loan and no borrowings on the term loan under our A&R Facility, respectively. As of December 31, 2020, we had $652.0 million and $500.0 million of borrowings under the revolving loan and term loan under the Safe Harbor Facility, respectively. These balances are recorded in the Unsecured debt line item on the Consolidated Balance Sheets.

The Senior Credit Facility provides us with the ability to issue letters of credit. Our issuance of letters of credit does not increase our borrowings outstanding under the Senior Credit Facility, but does reduce the borrowing amount available. At December 31, 2021 and 2020, we had approximately $2.2 million and $2.4 million (including none and $0.3 million associated with the Safe Harbor Facility) of outstanding letters of credit, respectively.

We have obtained commitments from our lender group to amend the Senior Credit Facility in connection with the acquisition of Park Holidays. Refer to Note 19, "Subsequent Events," in our accompanying Consolidated Financial Statements for additional information about the Proposed Loan Amendment.

Potential Bridge Loan

On November 13, 2021, we entered into a commitment letter with Citigroup Global Markets, Inc. ("Citigroup"), pursuant to which, and subject to certain terms and conditions (including the closing of the acquisition of Park Holidays), Citigroup (on behalf of its affiliates) committed to lend us up to £950.0 million, or approximately $1.3 billion converted at the December 31, 2021 exchange rate, under a new senior unsecured bridge loan (the "Bridge Loan"). If we enter into the Bridge Loan, the proceeds of the Bridge Loan will be used to finance a portion of the cash consideration payable for the acquisition of Park Holidays. As of December 31, 2021, we did not have any borrowings outstanding under the Bridge Loan.

Financial Covenants

Pursuant to the terms of the Senior Credit Facility, we are subject to various financial and other covenants. The most restrictive financial covenants for the Senior Credit Facility are as follows:

CovenantRequirementAs of December 31, 2021
Maximum leverage ratio65.0%28.4%
Minimum fixed charge coverage ratio1.404.57
Maximum dividend payout ratio95.0%49.3%
Maximum secured leverage ratio40.0%15.3%

In addition, we are required to maintain the following covenants with respect to the senior unsecured notes payable:

CovenantRequirementAs of December 31, 2021
Total debt to total assets≤ 60.0%38.6%
Secured debt to total assets≤ 40.0%22.9%
Consolidated income available for debt service to debt service≥ 1.505.81
Unencumbered total asset value to total unsecured debt≥ 150.0%431.7%

As of December 31, 2021, we were in compliance with the above covenants and do not anticipate that we will be unable to comply with these covenants in the near term.

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Proactive management of transition away from LIBOR

LIBOR has been used extensively in the U.S. and globally as a reference rate for various commercial and financial contracts, including variable-rate debt and interest rate swap contracts. However, based on an announcement made by the FCA on March 3, 2021, one-week and two-month LIBOR rates ceased to be published after December 31, 2021, and all other LIBOR settings will effectively cease after June 30, 2023, and it is expected that LIBOR will no longer be used after this date. In addition, it is expected that LIBOR will no longer be used in new contracts entered into after December 31, 2021. To address the impending discontinuation of LIBOR, in the U.S. the Alternative Reference Rates Committee ("ARRC") was established to help ensure the successful transition from LIBOR to a more robust reference rate, its recommended alternative, the Secured Overnight Financing Rate (“SOFR”). SOFR is a new index calculated by reference to short-term repurchase agreements backed by U.S. Treasury securities, as its preferred replacement for U.S. dollar LIBOR. We have been closely monitoring developments related to the transition away from LIBOR and have implemented proactive measures to minimize the potential impact of the transition to the Company, specifically:

•During the year ended December 31, 2021, we issued two series of senior unsecured notes that each pay a fixed rate of interest. As of December 31, 2021, we have an aggregate balance $1.2 billion of senior unsecured notes.

•Our Senior Credit Facility agreement contains fallback language generally consistent with the ARRC's recommendation, which provides a streamlined amendment approach for negotiating a benchmark replacement.

•We continue to monitor developments by the FCA, the ARRC, and other governing bodies involved in LIBOR transition.

Refer to Item 1A. "Risk factors" in this annual report on Form 10-K for additional information about our management of risks related to the transition away from LIBOR.

Interest Rate Hedging

During and subsequent to the year ended December 31, 2021, we entered into four treasury lock contracts with an aggregate notional value of $600.0 million to hedge interest rate risk associated with future issuances of fixed-rate long-term debt.

Long-term Financing and Capital Requirements

Long-term Financing

We anticipate meeting our long-term liquidity requirements, such as scheduled debt maturities, large property acquisitions, expansion and development of properties, other nonrecurring capital improvements and Operating Partnership unit redemptions through the long-term unsecured and secured indebtedness and the issuance of certain debt or equity securities subject to market conditions.

We had unrestricted cash on hand as of December 31, 2021, of approximately $65.8 million. As of December 31, 2021, there was approximately $994.5 million of remaining capacity on the Senior Credit Facility. At December 31, 2021 we had a total of 412 unencumbered MH, RV and marina properties.

From time to time, we may also issue shares of our capital stock, issue equity units in our Operating Partnership, issue unsecured notes, obtain other debt financing or sell selected assets. Our ability to finance our long-term liquidity requirements in such a manner will be affected by numerous economic factors affecting the MH, RV and marina industries at the time, including the effects of the COVID-19 pandemic, the availability and cost of mortgage debt, our financial condition, the operating history of the properties, the state of the debt and equity markets, and the general national, regional and local economic conditions. When it becomes necessary for us to approach the credit markets, the volatility in those markets could make borrowing more difficult to secure, more expensive, or effectively unavailable. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing unsecured indebtedness as maturities become due. Refer to "Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K. If we are unable to obtain additional debt or equity financing on acceptable terms, our business, results of operations and financial condition would be adversely impacted.

As of December 31, 2021, our net debt to enterprise value was approximately 18.0 percent (assuming conversion of all common OP units, Series A-1 preferred OP units, Series A-3 preferred OP units, Series C preferred OP units, Series D preferred OP units, Series E preferred OP units, Series F preferred OP units, Series G preferred OP units, Series H preferred OP units, Series I preferred OP units and Series J preferred OP units to shares of common stock). Our debt has a weighted average maturity of approximately 8.8 years and a weighted average interest rate of 3.0 percent.

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Capital Requirements

Our capital requirements as of December 31, 2021 include both short and long term obligations:

Our primary long-term liquidity needs are principal payments on outstanding indebtedness as summarized in the table below:

Payments Due By Period (in thousands)
Outstanding Indebtedness(1)Total DueShort-term Obligation≤1 YearLong-term Obligation After 1 YearRefer to
Principal payments on long-term debt$5,698,458$141,959$5,556,499Note 8. Debt and Line of Credit
Interest expense(2)1,413,255174,2501,239,005
Operating leases237,7429,978227,764Note 16. Leases
Finance lease4,4081944,214Note 16. Leases
Total Outstanding Indebtedness$7,353,863$326,381$7,027,482

(1)Our outstanding indebtedness in this table excludes debt premiums, discounts and deferred financing costs, as applicable.

(2)Our obligations related to interest expense are calculated based on the current debt levels, rates and maturities as of December 31, 2021 (including finance leases), and actual payments required in future periods may be different than the amounts included above. Perpetual securities include one year of interest expense for payment due after five years.

Certain of our nonconsolidated affiliates, which are accounted for under the equity-method of accounting, have incurred indebtedness. We have not guaranteed the debt of our nonconsolidated affiliates in the arrangements referenced below, nor do we have any obligations to fund this debt should the nonconsolidated affiliates be unable to do so. Refer to Note 6, "Investments in Nonconsolidated Affiliates," in the accompanying Consolidated Financial Statements for additional information about these entities.

GTSC - During September 2019, GTSC, entered into a warehouse line of credit with a maximum loan amount of $125.0 million. During September 2020, May 2021 and December 2021, the maximum amount was increased to $180.0 million, $230.0 million and $255.0 million, respectively, with an option to increase to $275.0 million subject to the lender's consent. As of December 31, 2021, the aggregate carrying amount of debt, including both our and our partner's share, incurred by GTSC was $243.1 million (of which our proportionate share is $97.2 million). As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partner's share, incurred by GTSC was $167.7 million (of which our proportionate share is $67.1 million). The debt bears interest at a variable rate based on a Commercial Paper or adjusted Secured Overnight Financing Rate plus 1.65 percent per annum and matures on December 15, 2025.

Sungenia JV - During May 2020, Sungenia JV, entered into a debt facility agreement with a maximum loan amount of $27.0 million Australian dollars, or $19.6 million converted at the December 31, 2021 exchange rate. As of December 31, 2021, the aggregate carrying amount of debt, including both our and our partners' share, incurred by Sungenia JV was $6.3 million (of which our proportionate share is $3.1 million). As of December 31, 2020, the aggregate carrying amount of debt, including both our and our partners' share, incurred by Sungenia JV was $6.7 million (of which our proportionate share is $3.3 million). The debt bears interest at a variable rate based on the BBSY rate plus 2.05 percent per annum and is available for a minimum of three years.

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SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Critical Accounting Estimates

Our Consolidated Financial Statements are prepared in accordance with United States of America generally accepted accounting principles ("GAAP"), which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

Our significant accounting estimates include acquisitions (of investment properties) and impairment (of long live assets or properties, right-of-use assets and goodwill). Refer to Note 1, "Significant Accounting Policies," in our accompanying Consolidated Financial Statements for information regarding our critical accounting estimates that affect the Consolidated Financial Statements and that use judgments and assumptions. In addition, the likelihood that materially different amounts could be reported under varied conditions and assumptions is discussed.

Impact of New Accounting Standards

Refer to Note 18, "Recent Accounting Pronouncements," in our accompanying Consolidated Financial Statements for information regarding new accounting pronouncements.

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