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January 11, 2024
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 November 27, 2023
File No. 001-11718
Dear Paul Seavey:
            We have reviewed your November 27, 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 November 9, 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 remainder of 2023. 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 for the remainder of 2023. 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.
 January 11, 2024 Page 2
 FirstName LastName
Paul Seavey
Equity Lifestyle Properties, Inc.
January 11, 2024
Page 2
Consolidated Statements of Cash Flows, page F-9
2.We have considered your response to comment 5 in our letter dated May 17, 2023.  Given
the quantitative significance of the error to cash flows from operating activities and that
we do not agree that the factors cited in your qualitative assessment overcome such
significance, we disagree with your conclusion that the error was immaterial.
Accordingly, we have concluded that your previously issued consolidated financial
statements are materially misstated and, therefore, should be restated. Also, in light of the
restatement, please reassess your conclusions regarding disclosure controls and
procedures and internal control over financial reporting for the impacted periods.
            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