SecProbe.io

United States securities and exchange commission logo
November 9, 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 August 18, 2023
File No. 001-11718
Dear Paul Seavey:
            We have reviewed your August 18, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our August 8, 2023
letter.
Form 10-K for the year ended December 31, 2022
Non-GAAP Financial Measures, page 47
1.We have reviewed your response to comment 1 and your proposal to continue to exclude
deferrals in your non-GAAP measures for the remaining periods in 2023 and your plan to
continue to include the adjustment in Normalized FFO, excluding deferrals. We continue
to believe that the accelerated recognition of membership revenues is not consistent with
Question 100.04 of the Compliance and Disclosure Interpretations (“C&DIs”) on Non-
GAAP Financial Measures.  Given this, we do not believe it is appropriate for you to
continue to include the change in your deferred revenue liability for upfront payments
received related to membership upgrade contracts in your calculation of any non-GAAP
financial measures.  Please revise your presentation beginning with your next periodic
filing and earnings release to remove this adjustment from your non-GAAP measures.

 FirstName LastNamePaul Seavey
 Comapany NameEquity Lifestyle Properties, Inc.
 November 9, 2023 Page 2
 FirstName LastName
Paul Seavey
Equity Lifestyle Properties, Inc.
November 9, 2023
Page 2
Consolidated Statements of Cash Flows, page F-9
2.We note your response to comment two.  Please address the following:
•The appropriate classification depends on the activity that is likely to be the
predominant source of cash flows for the item.  Please clarify for us in detail how the
breakeven analysis discussed in your response supports your conclusion that the
predominant source of cash flows is operating.
•Please clarify whether your quantitative analysis is considering the cash flows from
rental and sales activities on a gross basis, or whether it considers these cash flows
net, over the life of the respective activity.  Additionally, please tell us if your
quantitative analysis is on a discounted or undiscounted basis.  Within your response,
please tell us how you determined it was appropriate to assess cash flows on a gross
or net basis and on a discounted or undiscounted basis.
•Please tell us the average length of time a mobile home in your portfolio is in service
as a rental asset before being sold.  To the extent this length of time is not
insignificant, tell us what consideration, if any, you gave to the amount of time your
mobile homes are rented before they are sold in your qualitative analysis.
            Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction