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August 8, 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
Response dated July 7, 2023
File No. 001-11718
Dear Paul Seavey:
            We have reviewed your July 7, 2023 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
May 17, 2023 letter.
Form 10-K for the year ended December 31, 2022
Non-GAAP Financial Measures, page 47
1.We note your response to our comment 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 accelerate the recognition of membership upgrade
revenues by recognizing the entire amount of payments received as revenues in the current
period, as opposed to recognizing the revenues over a 20 year period.  Accelerating the
recognition of membership upgrade sales appears to be inconsistent with Question 100.04
of the Non-GAAP C&DI.  Please revise your filing to remove this adjustment from your
non-GAAP measures, or advise.

 FirstName LastNamePaul Seavey
 Comapany NameEquity Lifestyle Properties, Inc.
 August 8, 2023 Page 2
 FirstName LastName
Paul Seavey
Equity Lifestyle Properties, Inc.
August 8, 2023
Page 2
Consolidated Statements of Cash Flows, page F-9
2.We note your response to comment 3.  Please address the following:
•We note you concluded that there was a classification error in prior periods due to
the predominance principle discussed in ASC 230-10-45-22 through 22a not being
applied appropriately in relation to the MH asset class.  Please clarify for us how you
determined that this principle was not being applied appropriately in prior periods.
Your response should address, but not be limited to, (1) your consideration of the
information available to management at the time the MH asset cash outflows were
recorded within investing activities and (2) your consideration of the level of
management judgement necessary to apply this accounting literature.
•Please clarify for us how you determined that the predominant source of cash flow
comes from the proceeds of the sale of MHs.  In your response, please provide both
qualitative and quantitative factors that went into your analysis.  Your response
should address the consideration that you gave to the length of time that the MHs will
be rented out prior to sale.  Additionally, to the extent you gave more weight to
quantitative factors, please tell us how you determined that was appropriate and
consistent with this accounting literature.
3.We continue to consider your analysis of materiality that you provided in your response to
comment 3.
            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