SecProbe.io

United States securities and exchange commission logo
May 17, 2023
Paul Seavey
Executive Vice President and Chief Financial Officer
Equity Lifestyle Properties, Inc.
Two North Riverside Plaza, Suite 800
Chicago, IL 60606
Re:Equity Lifestyle Properties, Inc.
Form 10-K for the year ended December 31, 2022
Filed February 21, 2023
Form 8-K Filed April 18, 2023
File No. 001-11718
Dear Paul Seavey:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2022
Non-GAAP Financial Measures, page 47
1.We refer you to your non-GAAP financial measures Funds from Operations, Normalized
Funds from Operations, Property operating revenues, excluding deferrals, Income from
property operations, excluding deferrals and property management, and Income from
property operations, excluding deferrals. It appears that such non-GAAP measures are the
result of a GAAP measure adjusted to add the change in your deferred revenue liability,
having the effect of accelerating the recognition of revenues to recognize the entire
amount of payments received as revenues in the current period, as opposed to recognizing
the revenues over a 20 year period.  Please tell us how you have determined these
measures are not tailored measures as contemplated in Question 100.04 of the Non-GAAP
C&DI.

 FirstName LastNamePaul Seavey
 Comapany NameEquity Lifestyle Properties, Inc.
 May 17, 2023 Page 2
 FirstName LastNamePaul Seavey
Equity Lifestyle Properties, Inc.
May 17, 2023
Page 2
2.We note your presentation of the measures Income from home sales and other and Income
from rental operations, net of depreciation, on page 52. Please clarify for us if such
measures are non-GAAP measures, and tell us how you made that determination.  To the
extent they are non-GAAP measures, please revise your disclosures in future filings to
provide the disclosures required by Regulation G and Item 10(e) of Regulation S-K.
3.We note your presentation of Property operating expenses, excluding deferrals and
property management and Income from property operations, excluding deferrals and
property management on page 50.  Please tell us, and revise your disclosure to address,
how you believe these non-GAAP financial measures provide useful information to
investors.  In addition, please clarify for us how you determined property management
expense is not a normal, recurring, cash operating expense necessary to operate your
business.  Please refer to Item 10(e) of Regulation S-K and Question 100.01 of the Non-
GAAP C&DI.
Consolidated Statements of Income and Comprehensive Income, page F-6
4.We note your presentation of Membership upgrade sales current period, gross and
Membership upgrade sales upfront payments, deferred, net within Total revenues on the
face of the income statement. Please tell us how you determined it was appropriate to
present such measures on a gross basis. Alternatively, please revise your income
statements in future filings to remove such items from the face of the income statement.
Refer to ASC 606-10-55-46 through 53.
Consolidated Statements of Cash Flows, page F-9
5.We note that you disclose a reclassification in each period in the supplemental information
to the statements of cash flows from net investment in real estate into other assets.  Please
tell us what this reclassification represents.
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
(n) Casualty related charges/(recoveries), net, page F-16
6.Please tell us your accounting policy for recognizing insurance recoveries, addressing not
only recoveries for damages to property, but also clean up costs and business
interruption.  Please include this accounting policy in your future periodic reports, or tell
us how you determined such disclosure is not necessary. Further, with respect to your
insurance recovery revenue accrual of $40.6 million, please tell us how you determined
that the recovery of the loss is probable at December 31, 2022.  In addition, please clarify
for us what is meant by your disclosure on page 44 that you have received proofs of loss
from your insurance carrier.
Schedule III, page S-1
7.We note the reconciliation on page S-14. Specifically, we note the $134M reduction in

 FirstName LastNamePaul Seavey
 Comapany NameEquity Lifestyle Properties, Inc.
 May 17, 2023 Page 3
 FirstName LastName
Paul Seavey
Equity Lifestyle Properties, Inc.
May 17, 2023
Page 3
gross investment in real estate within the line item Dispositions and other,  Please tell us
what this amount represents.
Form 8-K Filed April 18, 2023
Exhibit 99.1
Guidance, page ii
8.We note you have provided several forward-looking non-GAAP measures, but have not
provided quantitative reconciliations to the most directly comparable GAAP financial
measures.  Please revise your presentation in future filings to provide the required
reconciliations, or, if relying on the exception provided by Item 10(e)(1)(i)(B) of
Regulation S-K, provide the reason such reconciliation has not been provided, the
information that is not available, and the significance of that information.  Refer to
Question 102.10(b) of the non-GAAP C&DI.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction