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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-K

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xAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Year ended December 31, 2002

OR

oTransition report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934

Commission file number 33-85492

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CP LIMITED PARTNERSHIP

(exact name of registrant as specified in its
charter)

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| | MARYLAND(State of incorporation) |  | 38-3140664(I.R.S. Employer Identification No.) | 
| | -------------------------------- |  | ---------------------------------------------- | 

6160 South Syracuse Way, Greenwood Village, Colorado 80111(Address of principal executive
offices)

(303) 741-3707Registrants telephone number, including area code

Securities registered pursuant to section 12(b) of the Actand listed on the New York Stock Exchange: NONE

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filer pursuant to Item 405 of Regulations S-K is not contained herein,
and will not be contained, to the best of registrants knowledge, in definitive proxy of information statements incorporated by references in Part III of this Form 10-K or any amendments to this Form 10-K. x

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##### Table of Contents



CP LIMITED PARTNERSHIP

FORM 10-K ANNUAL
REPORTFOR THE YEAR ENDED DECEMBER 31, 2002

TABLE OF CONTENTS



|Item |  |                                                                                       | Pages
|---- |  | ------------------------------------------------------------------------------------- | -----
|     |  |                                                                                       |      
|     |  | PART I                                                                                |      
|1.   |  | Business                                                                              | 3    
|2.   |  | Properties                                                                            | 7    
|3.   |  | Legal Proceedings                                                                     | 13   
|4.   |  | Submission of Matters to a Vote of Security Holders                                   | 13   
|     |  |                                                                                       |      
|     |  | PART II                                                                               |      
|5.   |  | Market for Registrants Common Equity and Related Security Holder Matters             | 13   
|6.   |  | Selected Financial Data                                                               | 13   
|7.   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations | 15   
|7A.  |  | Quantitative and Qualitative Disclosures About Market Risk                            | 26   
|8.   |  | Financial Statements and Supplementary Data                                           | 27   
|9.   |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  | 50   
|     |  |                                                                                       |      
|     |  | PART III                                                                              |      
|10.  |  | Directors and Executive Officers of the Registrant                                    | 50   
|11.  |  | Executive Compensation                                                                | 50   
|12.  |  | Security Ownership of Certain Beneficial Owners and Management                        | 50   
|13.  |  | Certain Relationships and Related Transactions                                        | 50   
|14.  |  | Controls and Procedures                                                               | 50   
|     |  |                                                                                       |      
|     |  | PART IV                                                                               |      
|15.  |  | Principal Accountant Fees and Services                                                | 51   
|16.  |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                      | 51   
|     |  |                                                                                       |      
|     |  | SIGNATURES                                                                            | 54   





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##### Table of Contents

PART I

Item 1.Business

General Development of Business

CP Limited Partnership is a Maryland Partnership. Chateau Communities, Inc. (Chateau), a Maryland Corporation, is a
self-administered and self-managed equity real estate investment trust (REIT), and is the largest owner/manager of manufactured home communities in the United States. Chateau conducts substantially all of its activities through us and
owns directly and through ROC Communities, Inc. (ROC), our other general partner, an approximate 84% general partner interest. We consider ourselves to be engaged in only one industry segment. We own and operate 204 manufactured home
communities (the Properties) containing 68,016 homesites and 1,359 park model/RV sites. Our communities are located in 32 states, with 28% of the homesites in Florida and 25% in Michigan. Approximately 28% of our communities target the
retirement market, while approximately 72% of our communities target the family living segment. We also fee manage 35 manufactured home communities containing 7,834 homesites. In January 2003, we entered into an agreement to acquire a subsidiary of
NTandem Trust, which owns 33 of these communities (further described below). We are involved in the development and expansion of manufactured home communities. Through our subsidiary, Community Sales, Inc. (CSI), we engage in the
sale of new and pre-owned homes, brokerage of pre-owned homes and in assisting residents in arranging financing and insurance services for their homes.

Formation of the
Company

We were formed by Chateau, as a general partner, and Chateau Estates, as the initial partner, on September 16, 1993.

Industry Overview

A manufactured home community is a residential subdivision designed and improved with homesites for the placement of
manufactured homes, including related improvements and amenities. Manufactured homes are detached, single-family homes which are produced off-site by manufacturers and installed on sites within the community. Manufactured homes are available in a
range of architectural styles and floor plans, offering a variety of amenities, custom options and additional structures built on-site, such as garages, carports or storage units.

Modern manufactured home communities are similar to typical residential subdivisions and generally contain centralized entrances, paved streets, curbs, gutters and parkways. In addition, such communities often provide a variety of amenities
to residents which may include: a clubhouse; swimming pools and jacuzzis; playgrounds; basketball, shuffleboard, and tennis courts; picnic areas; cable television service; golf courses; marinas; and laundry facilities. Utilities are provided or
arranged for by the owner of the community. Some communities arrange water and sewer service through public or private utilities, while others provide these services to residents from on-site facilities.

The owner of each home in a manufactured home community leases a site from the community. The manufactured home community is the owner of the underlying land, utility connections, streets, lighting, driveways, common
area amenities and other capital improvements and is responsible for enforcement of community guidelines and common area maintenance. Each resident is responsible for the maintenance of his/her home and leased site.

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Manufactured home communities tend to have stable resident bases, as compared to other forms of multi-family housing, with relatively few residents moving
their homes out of the communities. Management thus tends to be more stable, and capital expenditure needs less significant, relative to multi-family rental apartment complexes.

Operating and Investment Strategies

We seek to maximize long-term growth in income and portfolio value through active management and expansion of certain manufactured
home communities and selective acquisition and development of additional communities. We focus on manufactured home communities that have growth potential and generally expect to hold our properties for long-term investment and capital appreciation.
We will also seek to dispose of properties that do not fit our overall strategic objectives or meet our operating standards.

Operating Strategies

We have actively renewed our focus on basic property management activities, to include:

Maintaining or increasing occupancy, to include sales and marketing of new and pre-owned homes and
resales;

Collections, to maximize cash flow and minimize credit loss;

Budget control, to maximize net operating income within predetermined parameters;

Community appearance, to ensure the most desirable neighborhood environment; and

Resident relations,
to enhance customer/homeowner satisfaction and improve resident retention.

We will seek to increase the income generated from our manufactured home communities primarily by
filling vacant sites. As of December 31, 2002, we have approximately 9,600 vacant sites in our portfolio.

Investment Strategies

Selective acquisition of
well-located manufactured home communities that demonstrate the potential for increasing revenue and cash flow through professional property management, improved operating efficiencies, aggressive leasing and, where appropriate, expansion on
adjacent land;

Selective development of new communities in strategically desirable regions where development is supported by favorable demographics and strong market demand;

Capitalize on opportunities to renovate and expand properties consistent with local market
demand and growth opportunities; and

Selective disposition of operating properties that no longer meet our strategic objectives and investment standards.

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Financing Strategies

We seek to maintain a conservative and flexible capital
structure that enables us to (i) continue to access the capital markets on favorable terms; (ii) enhance potential earnings growth; (iii) maximize the value of our encumbered assets; and (iv) limit our exposure to variable rate debt. We intend to
maintain a debt-to-market capitalization ratio of approximately 50% or less. We will, however, re-evaluate this policy from time to time and decrease or increase such ratio accordingly in light of then current economic conditions, relative costs to
us of debt and equity capital, market values of the Properties and other factors.

On August 1, 2001, we purchased CWS Communities Trust (CWS), a private real estate
investment trust for approximately $552 million. The portfolio consisted of 46 manufactured home communities with approximately 16,600 homesites. We were attracted to the over-all quality of this portfolio and its compelling strategic fit within our
larger portfolio. In connection with this acquisition, we increased our debt to market capitalization to slightly more than 50%.

In an effort to bring our leverage more in line
with our historical operating parameters, we also embarked during the fourth quarter of 2001 on a strategy to identify non-core assets for disposition. The proceeds from the dispositions will be used to reduce the amount of our outstanding
indebtedness.

To the extent we seek to obtain additional financing in the future, we may, depending on market conditions, do so through additional equity or debt financings.
Equity financing may include issuance of our common or preferred partnership units (OP Units). Debt financings may involve the issuance of secured or unsecured debt and borrowings under existing or new revolving credit
facilities.

Expansion and Renovation of Manufactured Home Community Properties

During 2002, we
substantially completed the development of approximately 670 sites. As of December 31, 2002, we owned undeveloped land adjacent to certain existing communities containing approximately 4,000 expansion sites, and greenfield developments with a
potential of approximately 4,000 future sites, the majority of which are zoned for manufactured housing. The undeveloped land will facilitate additional growth to the extent market conditions warrant. In response to economic conditions that have
weakened the demand for manufactured home community sites in many of our markets, we have moderated the pace of our development and expansion activity and will focus on filling the sites already substantially complete and currently vacant. We expect
to spend approximately $10 million in finish costs in 2003, as these sites are filled. In addition, where appropriate, we will consider upgrading or adding facilities and amenities to certain communities in order to make those communities more
attractive in their market, and to increase our potential cash flow from the community.

Other Investment Policies

Although we have no current plans to do so, we may make acquisitions, investments and engage in development activities outside of the strategies described above. We may also invest in the securities of other issuers in
connection with a proposed or contemplated acquisition. We have and may continue to lend to other unrelated owners of manufactured home communities. We will not engage in trading, underwriting or agency distribution of securities of other issuers.
We have in the past and may in the future, depending on market conditions, repurchase our OP Units. At all times, we will seek to operate in a manner consistent with maintaining the REIT status of Chateau.

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2002 Portfolio Changes

For 2002, as part of our strategy to bring our debt to
market capitalization ratio more in line with historical operating parameters, we have been substantially more focused on property dispositions than on property acquisitions. We have targeted for disposition those assets that do not fit our overall
strategic objectives or do not meet our operating standards. During 2002, we disposed of 15 communities, containing 2,973 sites, for proceeds of approximately $50 million.

We
plan to dispose of an additional $100 million of assets during 2003 and potentially another aggregate $100-$200 million in 2004 and 2005. The disposition pace and pricing will depend on a number of factors, including the availability and terms of
mortgage financing for manufactured housing communities and current capitalization rates.

In an effort to maximize the return on our investment in NTandem and to ultimately
gain control over the portfolio that we manage for NTandem Trust, we signed an agreement in January 2003 to purchase a subsidiary of NTandem. This transaction, which carries a total purchase price of approximately $150 million, will
require a $5 million additional cash investment. In addition, we will assume $85 million of secured debt and $3 million of other liabilities; payoff NTandems $16.5 million line of credit, which we currently guarantee; and retire our
loans and advances to NTandem, of approximately $38 million. The transaction is subject to customary closing conditions, including approval by the shareholders of NTandem, and is expected to close in the second quarter of 2003. Assuming
the transaction is completed, we plan to market 11 communities for disposition, representing approximately 15% of NTandems net operating income, in the remainder of 2003.

Sales Brokerage and Finance

We conduct our sales and brokerage activities through our taxable subsidiary, CSI. During 2002, CSI sold 792 new
or pre-owned homes and brokered sales of 1,486 homes. CSI also has a financial services group, which arranges financing and insurance services for prospective residents. On a limited basis, CSI provides financing direct to residents. During 2002,
the financial services group arranged financing on approximately 620 loans and generated fees of approximately $1,500 per transaction. CSI also provided direct financing on approximately 80 loans, with a total balance of approximately $2.0 million.

Competition

Our properties generally are located in developed areas that include other competitive
forms of single or multi-family housing. The affordability of housing alternatives in a particular area could have a material effect on our ability to lease sites at our communities and affect the market rates of rents charged.

Tax Status

The Company is not liable for Federal income taxes as the partners recognize their proportionate share
of income or loss in their tax returns. Therefore, no provision for income taxes is included in the Companys financial statements.

Other

At December 31, 2002, we had approximately 1,500 employees, of which over 500 were considered part time and 140 were in our regional, divisional and corporate offices. Our executive offices are
located at 6160 S. Syracuse Way, Greenwood Village, Colorado 80111 and our telephone number is (303) 741-3707. Chateau maintains an internet website located atwww.chateaucomm.com.Our annual reports on
Form 10-K and quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports are available free of charge on Chateaus website as soon as reasonably practicable after they are filed with the SEC.

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Item 2.Properties

On
December 31, 2002, we owned and operated 204 manufactured home communities containing 68,016 homesites and 1,359 park model/RV sites, in 32 states, with amenities designed for either retirement or family living. We also fee managed 35 manufactured
home communities containing 7,834 sites in 14 states. In January 2003, we entered into an agreement to acquire the NTandem subsidiary that owns 33 of these communities, on the terms described elsewhere in this report. In addition, on December
31, 2002, we owned undeveloped land adjacent to certain existing communities containing approximately 4,000 expansion sites, and greenfield developments with a potential of approximately 4,000 future sites, the majority of which are zoned for
manufactured housing. As of December 31, 2002, 38 properties were encumbered by mortgage debt of $280 million, with a weighted average interest rate of 7.7%.

As of December 31,
2002, occupancy in our stable portfolio was 90.0%, while the total portfolio was 85.8%. On a per-site basis, weighted monthly rental revenue for the year ended December 31, 2002 was nearly $354. Weighted average rent is calculated as rental and
utility income for the period, on a monthly basis, divided by the weighted average occupied sites. Weighted average occupancy is computed by averaging the number of revenue producing sites at the end of each month in the period.

We believe that our properties provide amenities and common facilities that create a safe and attractive community for residents. All of our properties provide residents with appealing
amenities with the majority offering a clubhouse, a swimming pool and playgrounds. Many properties offer additional amenities, which may include jacuzzis, indoor pools, libraries, shuffleboard, basketball, and tennis courts, golf courses, day care
facilities, exercise rooms, marinas and laundry facilities.

Since residents own their homes, it is their responsibility to maintain their homes and surrounding leased sites. The
communities have extensive guidelines for maintenance. It is our role to maintain common areas, facilities and amenities and to ensure that residents comply with community guidelines. We hold periodic meetings of our property management teams for
training and implementation of our strategies. In addition, the property managers are expected to make a daily inspection of their community. We believe that, due in part to this strategy, our properties historically have had and will continue to
have low turnover and high occupancy rates, as compared with other forms of multi-family housing.

Leases

The typical lease entered into between the resident and one of our manufactured home communities for the rental of a site is month-to-month or year-to-year, renewable upon consent of both parties or, in some instances, as provided by statute.

Property Information

We classify all our properties in one of five categories: stable, greenfield,
active expansion, stable with development still available or redevelopment. The stable portfolio includes communities that do not have, or have not recently had, expansion activities. These communities normally have stable occupancy rates. The
greenfield portfolio includes our ground-up development properties. The active expansion portfolio includes properties that have recently added homesites to the pool available for rent. Generally, both the greenfield and the active expansion
portfolios will have a lower occupancy rate than the stable portfolio, as they are in the lease-up phase. The stable with development still available tends to have lower occupancy rates, as there are sites that have never been filled and are not a
high focus due to market conditions. Redevelopment properties are in the process of being renovated and experience lower occupancy as we are making sites available for renovation.

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The following table sets forth certain information, as of December 31, 2002, regarding our properties, excluding the three park model/RV communities, two
properties held for sale, as well as two of our greenfield properties that have not as yet commenced actual site development. A park model/RV community is a community where the majority of the sites are leased on an annual basis, although the
resident only occupies the home for a portion of the year. A minority of the sites are rented with recreational vehicles on a daily, weekly or monthly basis.



|    | Community             |  | State |  | Location (ClosestMajor City) |  | TotalComm-unities |  | TotalNumberof Sites |  | Occupancy |  | WeightedAverage MonthlyRent per
Site
|--- | --------------------- |  | ----- |  | ---------------------------- |  | ----------------- |  | ------------------- |  | --------- |  | ------------------------------------
|    |                       |  |       |  |                              |  |                   |  |                     |  |           |  |                                     
|    | 100 Oaks              |  | AL    |  | Fultondale                   |  |                   |  | 235                 |  | 75.3%     |  | $272.94                             
|A   | Lakewood              |  | AL    |  | Montgomery                   |  |                   |  | 396                 |  | 44.2%     |  | $194.38                             
|    | Green Park South      |  | AL    |  | Montgomery                   |  |                   |  | 421                 |  | 90.3%     |  | $285.11                             
|    | Total Alabama         |  |       |  |                              |  | 3                 |  | 1,052               |  | 69.6%     |  | $260.47                             
|    | Westpark              |  | AZ    |  | Phoenix                      |  |                   |  | 183                 |  | 90.7%     |  | $364.80                             
|    | Apache East           |  | AZ    |  | Apache Jct                   |  |                   |  | 123                 |  | 91.1%     |  | $191.33                             
|    | Denali Park           |  | AZ    |  | Apache Jct                   |  |                   |  | 162                 |  | 82.1%     |  | $198.01                             
|    | Total Arizona         |  |       |  |                              |  | 3                 |  | 468                 |  | 87.8%     |  | $263.55                             
|    | Bermuda Palms         |  | CA    |  | Palm Springs                 |  |                   |  | 185                 |  | 97.3%     |  | $368.68                             
|    | Eastridge             |  | CA    |  | San Jose                     |  |                   |  | 187                 |  | 99.5%     |  | $698.09                             
|    | La Quinta Ridge       |  | CA    |  | Palm Springs                 |  |                   |  | 151                 |  | 91.4%     |  | $430.31                             
|    | The Colony            |  | CA    |  | Palm Springs                 |  |                   |  | 220                 |  | 97.3%     |  | $643.79                             
|    | The Orchard           |  | CA    |  | San Francisco                |  |                   |  | 233                 |  | 99.6%     |  | $661.60                             
|    | Green River           |  | CA    |  | Los Angeles                  |  |                   |  | 333                 |  | 100.0%    |  | $733.46                             
|    | Jurupa Hills Cascade  |  | CA    |  | Los Angeles                  |  |                   |  | 322                 |  | 100.0%    |  | $585.05                             
|    | Los Ranchos           |  | CA    |  | Los Angeles                  |  |                   |  | 389                 |  | 73.3%     |  | $366.06                             
|    | Total California      |  |       |  |                              |  | 8                 |  | 2,020               |  | 93.6%     |  | $573.45                             
|    | CV-Denver             |  | CO    |  | Denver                       |  |                   |  | 345                 |  | 92.5%     |  | $457.99                             
|    | CV-Longmont           |  | CO    |  | Longmont                     |  |                   |  | 310                 |  | 97.4%     |  | $456.27                             
|    | Friendly Village      |  | CO    |  | Greeley                      |  |                   |  | 226                 |  | 98.2%     |  | $368.33                             
|    | Pine Lakes Ranch      |  | CO    |  | Denver                       |  |                   |  | 762                 |  | 97.0%     |  | $426.46                             
|    | Redwood Estates       |  | CO    |  | Denver                       |  |                   |  | 754                 |  | 98.0%     |  | $411.91                             
|G   | Prairie Greens        |  | CO    |  | Denver                       |  |                   |  | 139                 |  | 15.1%     |  | $358.67                             
|    | Longview              |  | CO    |  | Longmont                     |  |                   |  | 400                 |  | 98.0%     |  | $437.85                             
|G   | Antelope Ridge        |  | CO    |  | Colorado Springs             |  |                   |  | 246                 |  | 38.2%     |  | $336.82                             
|    | Total Colorado        |  |       |  |                              |  | 8                 |  | 3,182               |  | 88.9%     |  | $422.93                             
|    | Cedar Grove           |  | CT    |  | New Haven                    |  |                   |  | 60                  |  | 96.7%     |  | $338.85                             
|    | Evergreen             |  | CT    |  | New Haven                    |  |                   |  | 102                 |  | 98.0%     |  | $345.77                             
|    | Green Acres           |  | CT    |  | New Haven                    |  |                   |  | 64                  |  | 100.0%    |  | $340.04                             
|    | Highland              |  | CT    |  | New Haven                    |  |                   |  | 50                  |  | 94.0%     |  | $350.99                             
|    | Total Connecticut     |  |       |  |                              |  | 4                 |  | 276                 |  | 97.5%     |  | $343.83                             
|    | Anchor North          |  | FL    |  | Tampa Bay                    |  |                   |  | 93                  |  | 94.6%     |  | $318.54                             
|    | Audubon               |  | FL    |  | Orlando                      |  |                   |  | 280                 |  | 95.0%     |  | $309.80                             
|    | Colony Cove           |  | FL    |  | Sarasota                     |  |                   |  | 2,210               |  | 98.7%     |  | $390.57                             
|    | Crystal Lake          |  | FL    |  | St. Petersburg               |  |                   |  | 166                 |  | 86.1%     |  | $295.78                             
|A   | Crystal Lakes         |  | FL    |  | Tampa                        |  |                   |  | 330                 |  | 64.2%     |  | $171.93                             
|    | CV-Jacksonville       |  | FL    |  | Jacksonville                 |  |                   |  | 643                 |  | 84.4%     |  | $342.31                             
|S-D | Del Tura              |  | FL    |  | Fort Myers                   |  |                   |  | 1,344               |  | 88.2%     |  | $488.31                             
|    | Eldorado Estates      |  | FL    |  | Daytona Beach                |  |                   |  | 126                 |  | 94.4%     |  | $294.32                             
|    | Emerald Lake          |  | FL    |  | Fort Myers                   |  |                   |  | 201                 |  | 99.5%     |  | $309.12                             
|    | Fairways Country Club |  | FL    |  | Orlando                      |  |                   |  | 1,141               |  | 99.2%     |  | $324.42                             
|A   | Foxwood Farms         |  | FL    |  | Orlando                      |  |                   |  | 375                 |  | 80.8%     |  | $242.63                             
|    | Hidden Valley         |  | FL    |  | Orlando                      |  |                   |  | 303                 |  | 99.7%     |  | $344.70                             

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|    | Community              |  | State |  | Location (ClosestMajor City) |  | TotalComm-unities |  | TotalNumberof Sites |  | Occupancy |  | WeightedAverage MonthlyRent per
Site
|--- | ---------------------- |  | ----- |  | ---------------------------- |  | ----------------- |  | ------------------- |  | --------- |  | ------------------------------------
|    |                        |  |       |  |                              |  |                   |  |                     |  |           |  |                                     
|S-D | Indian Rocks           |  | FL    |  | Clearwater                   |  |                   |  | 148                 |  | 70.9%     |  | $277.33                             
|    | Jade Isle              |  | FL    |  | Orlando                      |  |                   |  | 101                 |  | 96.0%     |  | $328.96                             
|    | Lakeland Harbor        |  | FL    |  | Tampa                        |  |                   |  | 504                 |  | 99.8%     |  | $275.76                             
|    | Lakeland Junction      |  | FL    |  | Tampa                        |  |                   |  | 191                 |  | 100.0%    |  | $217.59                             
|    | Lakes at Leesburg      |  | FL    |  | Orlando                      |  |                   |  | 640                 |  | 100.0%    |  | $289.66                             
|    | Land O Lakes          |  | FL    |  | Orlando                      |  |                   |  | 173                 |  | 93.6%     |  | $280.20                             
|R   | Midway Estates         |  | FL    |  | Vero Beach                   |  |                   |  | 204                 |  | 61.8%     |  | $363.10                             
|    | Orange Lake            |  | FL    |  | Orlando                      |  |                   |  | 242                 |  | 94.2%     |  | $286.29                             
|    | Palm Beach Colony      |  | FL    |  | West Palm Beach              |  |                   |  | 285                 |  | 93.7%     |  | $332.84                             
|S-D | Pedalers Pond         |  | FL    |  | Orlando                      |  |                   |  | 214                 |  | 82.2%     |  | $241.01                             
|    | Pinellas Cascades      |  | FL    |  | Clearwater                   |  |                   |  | 238                 |  | 89.1%     |  | $416.66                             
|    | Shady Lane             |  | FL    |  | Clearwater                   |  |                   |  | 108                 |  | 91.7%     |  | $278.65                             
|    | Shady Oak              |  | FL    |  | Clearwater                   |  |                   |  | 250                 |  | 94.4%     |  | $362.34                             
|    | Shady Village          |  | FL    |  | Clearwater                   |  |                   |  | 156                 |  | 96.8%     |  | $337.60                             
|    | Southwind Village      |  | FL    |  | Naples                       |  |                   |  | 337                 |  | 96.1%     |  | $348.18                             
|    | Starlight Ranch        |  | FL    |  | Orlando                      |  |                   |  | 783                 |  | 95.5%     |  | $344.90                             
|    | Tarpon Glen            |  | FL    |  | Clearwater                   |  |                   |  | 170                 |  | 85.9%     |  | $331.52                             
|    | Whispering Pines       |  | FL    |  | Clearwater                   |  |                   |  | 392                 |  | 93.6%     |  | $431.19                             
|S-D | Winter Haven Oaks      |  | FL    |  | Orlando                      |  |                   |  | 343                 |  | 53.9%     |  | $227.75                             
|    | Beacon Hill Colony     |  | FL    |  | Tampa                        |  |                   |  | 201                 |  | 99.0%     |  | $253.36                             
|    | Beacon Terrace         |  | FL    |  | Tampa                        |  |                   |  | 297                 |  | 99.7%     |  | $258.10                             
|    | Crystal Lake Club      |  | FL    |  | Tampa                        |  |                   |  | 599                 |  | 79.3%     |  | $314.57                             
|    | Haselton Village       |  | FL    |  | Orlando                      |  |                   |  | 292                 |  | 97.6%     |  | $240.23                             
|    | Lakeside Terrace       |  | FL    |  | Orlando                      |  |                   |  | 241                 |  | 98.3%     |  | $232.97                             
|A   | Palm Valley            |  | FL    |  | Orlando                      |  |                   |  | 789                 |  | 82.3%     |  | $384.98                             
|    | Parkwood Communities   |  | FL    |  | Orlando                      |  |                   |  | 695                 |  | 96.0%     |  | $191.70                             
|A   | Pinelake Gardens       |  | FL    |  | Vero Beach                   |  |                   |  | 532                 |  | 87.2%     |  | $353.81                             
|    | Shadow Hills           |  | FL    |  | Orlando                      |  |                   |  | 670                 |  | 73.9%     |  | $335.55                             
|    | Sunny South Estates    |  | FL    |  | West Palm Beach              |  |                   |  | 319                 |  | 97.5%     |  | $416.51                             
|    | Tara Woods             |  | FL    |  | Tampa                        |  |                   |  | 531                 |  | 98.3%     |  | $351.46                             
|    | University Village     |  | FL    |  | Orlando                      |  |                   |  | 480                 |  | 81.0%     |  | $335.03                             
|    | Village Green          |  | FL    |  | Vero Beach                   |  |                   |  | 780                 |  | 100.0%    |  | $354.73                             
|    | Total Florida          |  |       |  |                              |  | 44                |  | 19,117              |  | 91.1%     |  | $335.78                             
|    | Atlanta Meadows        |  | GA    |  | Atlanta                      |  |                   |  | 75                  |  | 98.7%     |  | $283.24                             
|A   | Butler Creek           |  | GA    |  | Augusta                      |  |                   |  | 376                 |  | 59.8%     |  | $210.15                             
|    | Camden Point           |  | GA    |  | Kingsland                    |  |                   |  | 268                 |  | 41.0%     |  | $201.34                             
|    | Castlewood Estates     |  | GA    |  | Atlanta                      |  |                   |  | 334                 |  | 82.0%     |  | $361.97                             
|    | Colonial Coach Estates |  | GA    |  | Atlanta                      |  |                   |  | 481                 |  | 71.7%     |  | $348.26                             
|    | Golden Valley          |  | GA    |  | Atlanta                      |  |                   |  | 131                 |  | 74.0%     |  | $320.55                             
|    | Landmark               |  | GA    |  | Atlanta                      |  |                   |  | 524                 |  | 81.3%     |  | $343.31                             
|    | Marnelle               |  | GA    |  | Atlanta                      |  |                   |  | 205                 |  | 87.3%     |  | $330.21                             
|R   | South Oaks             |  | GA    |  | Atlanta                      |  |                   |  | 294                 |  | 46.9%     |  | $105.23                             
|    | Hunter Ridge           |  | GA    |  | Atlanta                      |  |                   |  | 828                 |  | 86.6%     |  | $337.94                             
|    | Four Seasons           |  | GA    |  | Atlanta                      |  |                   |  | 214                 |  | 86.9%     |  | $311.53                             
|    | Friendly Village       |  | GA    |  | Atlanta                      |  |                   |  | 203                 |  | 95.1%     |  | $409.44                             
|    | Lamplighter Village    |  | GA    |  | Atlanta                      |  |                   |  | 431                 |  | 87.5%     |  | $376.15                             
|    | Pooles Manor           |  | GA    |  | Atlanta                      |  |                   |  | 194                 |  | 70.6%     |  | $347.15                             
|    | Shadowood              |  | GA    |  | Atlanta                      |  |                   |  | 506                 |  | 83.8%     |  | $371.02                             
|    | Smoke Creek            |  | GA    |  | Atlanta                      |  |                   |  | 264                 |  | 84.1%     |  | $341.71                             
|    | Stone Mountain         |  | GA    |  | Atlanta                      |  |                   |  | 354                 |  | 83.3%     |  | $387.86                             
|    | Suburban Woods         |  | GA    |  | Atlanta                      |  |                   |  | 216                 |  | 74.1%     |  | $361.43                             

9



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##### Table of Contents

|  | Community                       |  | State |  | Location (ClosestMajor City) |  | TotalComm-unities |  | TotalNumberof Sites |  | Occupancy |  | WeightedAverage MonthlyRent per
Site
|- | ------------------------------- |  | ----- |  | ---------------------------- |  | ----------------- |  | ------------------- |  | --------- |  | ------------------------------------
|  |                                 |  |       |  |                              |  |                   |  |                     |  |           |  |                                     
|  | Woodlands of Kennesaw           |  | GA    |  | Atlanta                      |  |                   |  | 273                 |  | 81.7%     |  | $390.64                             
|  | Total Georgia                   |  |       |  |                              |  | 19                |  | 6,171               |  | 77.8%     |  | $337.75                             
|  | Lakewood Estates                |  | IA    |  | Davenport                    |  |                   |  | 180                 |  | 89.4%     |  | $308.68                             
|  | Terrace Heights                 |  | IA    |  | Dubuque                      |  |                   |  | 317                 |  | 91.5%     |  | $289.38                             
|G | Wolf Creek                      |  | IA    |  | Des Moines                   |  |                   |  | 80                  |  | 6.3%      |  | $244.50                             
|  | Total Iowa                      |  |       |  |                              |  | 3                 |  | 577                 |  | 79.0%     |  | $295.70                             
|  | Coach Royale                    |  | ID    |  | Boise                        |  |                   |  | 91                  |  | 96.7%     |  | $339.67                             
|  | Maple Grove Estates             |  | ID    |  | Boise                        |  |                   |  | 270                 |  | 92.2%     |  | $348.98                             
|  | Shenandoah Estates              |  | ID    |  | Boise                        |  |                   |  | 154                 |  | 93.5%     |  | $335.38                             
|  | Total Idaho                     |  |       |  |                              |  | 3                 |  | 515                 |  | 93.4%     |  | $343.20                             
|  | Falcon Farms                    |  | IL    |  | Moline                       |  |                   |  | 215                 |  | 89.8%     |  | $284.77                             
|  | Maple Ridge/Valley              |  | IL    |  | Kankakee                     |  |                   |  | 276                 |  | 98.6%     |  | $300.71                             
|  | Total Illinois                  |  |       |  |                              |  | 3                 |  | 491                 |  | 94.7%     |  | $294.10                             
|A | Broadmore                       |  | IN    |  | South Bend                   |  |                   |  | 370                 |  | 68.4%     |  | $295.46                             
|  | Forest Creek                    |  | IN    |  | South Bend                   |  |                   |  | 167                 |  | 76.6%     |  | $332.38                             
|A | Fountainvue                     |  | IN    |  | Marion                       |  |                   |  | 120                 |  | 86.7%     |  | $196.62                             
|  | Hickory Knoll                   |  | IN    |  | Indianapolis                 |  |                   |  | 325                 |  | 90.8%     |  | $346.80                             
|  | Hoosier Estates                 |  | IN    |  | Indianapolis                 |  |                   |  | 288                 |  | 97.2%     |  | $194.95                             
|  | Mariwood                        |  | IN    |  | Indianapolis                 |  |                   |  | 296                 |  | 90.5%     |  | $331.33                             
|  | Oak Ridge                       |  | IN    |  | South Bend                   |  |                   |  | 204                 |  | 80.4%     |  | $292.70                             
|A | Sherwood                        |  | IN    |  | Marion                       |  |                   |  | 134                 |  | 47.8%     |  | $217.30                             
|  | Skyway                          |  | IN    |  | Indianapolis                 |  |                   |  | 156                 |  | 92.9%     |  | $312.24                             
|  | Twin Pines                      |  | IN    |  | Goshen                       |  |                   |  | 238                 |  | 91.2%     |  | $308.78                             
|  | Total Indiana                   |  |       |  |                              |  | 10                |  | 2,298               |  | 83.5%     |  | $290.73                             
|  | Mosbys Point                   |  | KY    |  | Cincinnati                   |  |                   |  | 150                 |  | 91.3%     |  | $337.76                             
|  | Total Kentucky                  |  |       |  |                              |  | 1                 |  | 150                 |  | 91.3%     |  | $337.76                             
|  | Pinecrest Village               |  | LA    |  | Shreveport                   |  |                   |  | 446                 |  | 74.2%     |  | $180.88                             
|  | Stonegate, LA                   |  | LA    |  | Shreveport                   |  |                   |  | 157                 |  | 94.3%     |  | $202.01                             
|  | Total Louisiana                 |  |       |  |                              |  | 2                 |  | 603                 |  | 79.4%     |  | $187.41                             
|  | Hillcrest                       |  | MA    |  | Boston                       |  |                   |  | 83                  |  | 96.4%     |  | $390.61                             
|  | Leisurewoods Rockland           |  | MA    |  | Boston                       |  |                   |  | 394                 |  | 99.2%     |  | $373.09                             
|  | Leisurewoods Taunton            |  | MA    |  | Boston                       |  |                   |  | 222                 |  | 100.0%    |  | $327.72                             
|  | The Glen                        |  | MA    |  | Boston                       |  |                   |  | 36                  |  | 100.0%    |  | $438.41                             
|  | Total Massachusetts             |  |       |  |                              |  | 4                 |  | 735                 |  | 99.2%     |  | $364.43                             
|A | Algoma Estates                  |  | MI    |  | Grand Rapids                 |  |                   |  | 343                 |  | 84.8%     |  | $331.08                             
|  | Anchor Bay                      |  | MI    |  | Detroit                      |  |                   |  | 1,384               |  | 89.4%     |  | $384.44                             
|  | Arbor Village                   |  | MI    |  | Jackson                      |  |                   |  | 266                 |  | 91.0%     |  | $296.25                             
|  | Avon                            |  | MI    |  | Detroit                      |  |                   |  | 617                 |  | 95.0%     |  | $451.22                             
|A | Canterbury Estates              |  | MI    |  | Grand Rapids                 |  |                   |  | 290                 |  | 60.7%     |  | $266.92                             
|  | Chesterfield                    |  | MI    |  | Detroit                      |  |                   |  | 345                 |  | 93.0%     |  | $426.05                             
|A | Timber Heights                  |  | MI    |  | Flint                        |  |                   |  | 221                 |  | 84.2%     |  | $332.17                             
|  | Clinton                         |  | MI    |  | Detroit                      |  |                   |  | 1,000               |  | 89.0%     |  | $431.28                             
|  | Colonial Acres                  |  | MI    |  | Kalamazoo                    |  |                   |  | 612                 |  | 84.6%     |  | $333.13                             
|  | Colonial Manor                  |  | MI    |  | Kalamazoo                    |  |                   |  | 195                 |  | 88.2%     |  | $308.96                             
|  | Country Estates                 |  | MI    |  | Grand Rapids                 |  |                   |  | 254                 |  | 81.9%     |  | $330.05                             
|A | Cranberry                       |  | MI    |  | Pontiac                      |  |                   |  | 328                 |  | 82.9%     |  | $410.60                             
|G | Deerfield Manor (aka Allendale) |  | MI    |  | Allendale                    |  |                   |  | 96                  |  | 40.6%     |  | $251.06                             
|  | Ferrand Estates                 |  | MI    |  | Grand Rapids                 |  |                   |  | 420                 |  | 98.8%     |  | $381.35                             
|A | Forest Lake Estates             |  | MI    |  | Grand Rapids                 |  |                   |  | 221                 |  | 69.2%     |  | $329.04                             
|G | Glenmoor                        |  | MI    |  | Grand Rapids                 |  |                   |  | 41                  |  | 36.6%     |  | $191.93                             
|A | Grand Blanc                     |  | MI    |  | Flint                        |  |                   |  | 478                 |  | 75.5%     |  | $411.05                             

10



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##### Table of Contents



|    | Community            |  | State |  | Location (ClosestMajor City) |  | TotalComm-unities |  | TotalNumberof Sites |  | Occupancy |   | WeightedAverage MonthlyRent per
Site
|--- | -------------------- |  | ----- |  | ---------------------------- |  | ----------------- |  | ------------------- |  | --------- | - | ------------------------------------
|    |                      |  |       |  |                              |  |                   |  |                     |  |           |   |                                     
|    | Holiday Estates      |  | MI    |  | Grand Rapids                 |  |                   |  | 204                 |  | 93.6      | % | $350.60                             
|G   | Holly Hills          |  | MI    |  | Holly                        |  |                   |  | 174                 |  | 48.9      | % | $198.56                             
|    | Howell               |  | MI    |  | Lansing                      |  |                   |  | 455                 |  | 90.8      | % | $428.21                             
|A   | Huron Estates        |  | MI    |  | Flint                        |  |                   |  | 111                 |  | 83.8      | % | $236.35                             
|    | Lake in the Hills    |  | MI    |  | Detroit                      |  |                   |  | 238                 |  | 96.6      | % | $431.52                             
|A   | Leonard Gardens      |  | MI    |  | Grand Rapids                 |  |                   |  | 319                 |  | 73.0      | % | $341.89                             
|    | Macomb               |  | MI    |  | Detroit                      |  |                   |  | 1,427               |  | 88.2      | % | $430.41                             
|G   | Maple Run            |  | MI    |  | Flint                        |  |                   |  | 146                 |  | 55.5      | % | $300.96                             
|S-D | Norton Shores        |  | MI    |  | Grand Rapids                 |  |                   |  | 656                 |  | 77.4      | % | $309.29                             
|    | Novi                 |  | MI    |  | Detroit                      |  |                   |  | 725                 |  | 85.5      | % | $469.03                             
|    | Oakhill              |  | MI    |  | Flint                        |  |                   |  | 504                 |  | 81.9      | % | $406.35                             
|    | Old Orchard          |  | MI    |  | Flint                        |  |                   |  | 200                 |  | 99.0      | % | $371.90                             
|    | Orion                |  | MI    |  | Detroit                      |  |                   |  | 423                 |  | 90.1      | % | $390.12                             
|G   | Pine Lakes           |  | MI    |  | Lapeer                       |  |                   |  | 136                 |  | 62.5      | % | $344.07                             
|    | Pinewood             |  | MI    |  | Columbus                     |  |                   |  | 380                 |  | 85.3      | % | $346.97                             
|    | Pleasant Ridge       |  | MI    |  | Lansing                      |  |                   |  | 305                 |  | 57.4      | % | $250.31                             
|    | Royal Estates        |  | MI    |  | Kalamazoo                    |  |                   |  | 183                 |  | 85.8      | % | $360.53                             
|    | Science City         |  | MI    |  | Midland                      |  |                   |  | 171                 |  | 87.7      | % | $326.05                             
|    | Springbrook          |  | MI    |  | Utica                        |  |                   |  | 398                 |  | 94.0      | % | $379.63                             
|    | Swan Creek           |  | MI    |  | Ann Arbor                    |  |                   |  | 294                 |  | 98.6      | % | $395.81                             
|A   | The Highlands        |  | MI    |  | Flint                        |  |                   |  | 682                 |  | 87.1      | % | $332.24                             
|A   | Torrey Hills         |  | MI    |  | Flint                        |  |                   |  | 377                 |  | 86.7      | % | $353.99                             
|    | Valley Vista         |  | MI    |  | Grand Rapids                 |  |                   |  | 137                 |  | 88.3      | % | $366.93                             
|    | Villa                |  | MI    |  | Flint                        |  |                   |  | 319                 |  | 76.2      | % | $364.22                             
|A   | Westbrook            |  | MI    |  | Detroit                      |  |                   |  | 388                 |  | 89.2      | % | $436.38                             
|S-D | Yankee Spring        |  | MI    |  | Grand Rapids                 |  |                   |  | 284                 |  | 78.2      | % | $281.79                             
|    | Total Michigan       |  |       |  |                              |  | 43                |  | 16,747              |  | 84.8      | % | $379.44                             
|    | Cedar Knolls         |  | MN    |  | Minneapolis                  |  |                   |  | 458                 |  | 96.9      | % | $439.18                             
|    | Cimmaron             |  | MN    |  | St. Paul                     |  |                   |  | 505                 |  | 97.0      | % | $453.30                             
|    | Rosemount            |  | MN    |  | Minneapolis/St. Paul         |  |                   |  | 182                 |  | 98.4      | % | $429.06                             
|    | Twenty-Nine Pines    |  | MN    |  | St. Paul                     |  |                   |  | 152                 |  | 90.8      | % | $343.28                             
|    | Total Minnesota      |  |       |  |                              |  | 4                 |  | 1,297               |  | 96.5      | % | $432.69                             
|A   | Springfield Farms    |  | MO    |  | Springfield                  |  |                   |  | 290                 |  | 54.1      | % | $202.61                             
|    | Total Missouri       |  |       |  |                              |  | 1                 |  | 290                 |  | 54.1      | % | $202.61                             
|    | Autumn Forest        |  | NC    |  | Greensboro                   |  |                   |  | 299                 |  | 58.9      | % | $244.27                             
|    | Foxhall Village      |  | NC    |  | Raleigh                      |  |                   |  | 315                 |  | 88.3      | % | $343.75                             
|    | Oakwood Forest       |  | NC    |  | Greensboro                   |  |                   |  | 482                 |  | 71.4      | % | $261.37                             
|    | Woodlake             |  | NC    |  | Greensboro                   |  |                   |  | 308                 |  | 74.0      | % | $250.73                             
|    | Total North Carolina |  |       |  |                              |  | 4                 |  | 1,404               |  | 73.1      | % | $278.39                             
|    | Buena Vista          |  | ND    |  | Fargo                        |  |                   |  | 400                 |  | 95.5      | % | $296.28                             
|    | Columbia Heights     |  | ND    |  | Grand Forks                  |  |                   |  | 302                 |  | 94.7      | % | $312.46                             
|    | Presidents Park     |  | ND    |  | Grand Forks                  |  |                   |  | 174                 |  | 83.9      | % | $261.60                             
|    | Meadow Park          |  | ND    |  | Fargo                        |  |                   |  | 117                 |  | 94.0      | % | $234.43                             
|    | Total North Dakota   |  |       |  |                              |  | 4                 |  | 993                 |  | 93.1      | % | $288.45                             
|A   | Berrymans Branch    |  | NJ    |  | Philadelphia                 |  |                   |  | 257                 |  | 91.4      | % | $374.02                             
|    | Shenandoah Village   |  | NJ    |  | Philadelphia                 |  |                   |  | 359                 |  | 99.4      | % | $367.75                             
|    | Total New Jersey     |  |       |  |                              |  | 2                 |  | 616                 |  | 96.1      | % | $370.24                             
|    | Tierra West          |  | NM    |  | Albuquerque                  |  |                   |  | 653                 |  | 51.3      | % | $344.35                             
|    | Total New Mexico     |  |       |  |                              |  | 1                 |  | 653                 |  | 51.3      | % | $344.35                             
|    | Mountain View        |  | NV    |  | Las Vegas                    |  |                   |  | 349                 |  | 100.0     | % | $536.46                             
|    | Total Nevada         |  |       |  |                              |  | 1                 |  | 349                 |  | 100.0     | % | $536.46                             

11



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##### Table of Contents



|                                     | Community                                          |  | State |  | Location (ClosestMajor City) |  | TotalComm-unities |  | TotalNumberof Sites |  | Occupancy |  | WeightedAverage MonthlyRent per Site
|------------------------------------ | -------------------------------------------------- |  | ----- |  | ---------------------------- |  | ----------------- |  | ------------------- |  | --------- |  | ------------------------------------
|                                     |                                                    |  |       |  |                              |  |                   |  |                     |  |           |  |                                     
|R                                    | Casual Estates                                     |  | NY    |  | Syracuse                     |  |                   |  | 961                 |  | 64.7%     |  | $315.59                             
|                                     | Total New York                                     |  |       |  |                              |  | 1                 |  | 961                 |  | 64.7%     |  | $315.59                             
|A                                    | Hunters Chase                                     |  | OH    |  | Lima                         |  |                   |  | 135                 |  | 68.1%     |  | $187.77                             
|R                                    | Vance                                              |  | OH    |  | Columbus                     |  |                   |  | 113                 |  | 78.8%     |  | $287.15                             
|                                     | Yorktowne                                          |  | OH    |  | Cincinnati                   |  |                   |  | 354                 |  | 89.3%     |  | $372.08                             
|                                     | Total Ohio                                         |  |       |  |                              |  | 3                 |  | 602                 |  | 82.6%     |  | $322.75                             
|                                     | Crestview                                          |  | OK    |  | Stillwater                   |  |                   |  | 238                 |  | 65.5%     |  | $225.01                             
|                                     | Total Oklahoma                                     |  |       |  |                              |  | 1                 |  | 238                 |  | 65.5%     |  | $225.01                             
|                                     | Knoll Terrace                                      |  | OR    |  | Salem                        |  |                   |  | 212                 |  | 86.8%     |  | $409.53                             
|                                     | Riverview                                          |  | OR    |  | Portland                     |  |                   |  | 133                 |  | 91.7%     |  | $468.16                             
|                                     | Total Oregon                                       |  |       |  |                              |  | 2                 |  | 345                 |  | 88.7%     |  | $432.91                             
|                                     | Greenbriar Village                                 |  | PA    |  | Allentown                    |  |                   |  | 319                 |  | 98.7%     |  | $396.91                             
|                                     | Total Pennsylvania                                 |  |       |  |                              |  | 1                 |  | 319                 |  | 98.75%    |  | $396.91                             
|A                                    | Carnes Crossing                                    |  | SC    |  | Summerville                  |  |                   |  | 604                 |  | 81.0%     |  | $226.14                             
|A                                    | Conway Plantation                                  |  | SC    |  | Myrtle Beach                 |  |                   |  | 299                 |  | 68.6%     |  | $219.34                             
|                                     | Saddlebrook                                        |  | SC    |  | Charleston                   |  |                   |  | 425                 |  | 94.6%     |  | $245.57                             
|G                                    | Oakley Point                                       |  | SC    |  | Moncks Corner                |  |                   |  | 91                  |  | 3.3%      |  | $    0.00                           
|                                     | Total South Carolina                               |  |       |  |                              |  | 4                 |  | 1,419               |  | 77.4%     |  | $231.36                             
|A                                    | Eagle Creek                                        |  | TX    |  | Tyler                        |  |                   |  | 193                 |  | 82.4%     |  | $184.79                             
|                                     | Arlington Lakeside                                 |  | TX    |  | Dallas                       |  |                   |  | 233                 |  | 88.0%     |  | $312.24                             
|                                     | Creekside                                          |  | TX    |  | Dallas                       |  |                   |  | 583                 |  | 95.5%     |  | $415.33                             
|                                     | Grand Place                                        |  | TX    |  | Dallas                       |  |                   |  | 334                 |  | 94.9%     |  | $374.11                             
|A                                    | Misty Winds                                        |  | TX    |  | Corpus Christi               |  |                   |  | 354                 |  | 83.3%     |  | $301.74                             
|                                     | North Bluff Estates                                |  | TX    |  | Austin                       |  |                   |  | 274                 |  | 95.3%     |  | $364.82                             
|                                     | Northwood                                          |  | TX    |  | Dallas                       |  |                   |  | 451                 |  | 96.7%     |  | $408.78                             
|                                     | Stonegate Austin                                   |  | TX    |  | Austin                       |  |                   |  | 359                 |  | 94.7%     |  | $382.43                             
|                                     | Stonegate Pines                                    |  | TX    |  | Dallas                       |  |                   |  | 160                 |  | 91.9%     |  | $327.39                             
|G                                    | Harston Woods                                      |  | TX    |  | Fort Worth                   |  |                   |  | 106                 |  | 7.5%      |  | $    0.00                           
|G                                    | Onion Creek                                        |  | TX    |  | Austin                       |  |                   |  | 350                 |  | 44.3%     |  | $330.08                             
|                                     | Total Texas                                        |  |       |  |                              |  | 11                |  | 3,397               |  | 84.8%     |  | $359.41                             
|A                                    | Regency Lakes                                      |  | VA    |  | Winchester                   |  |                   |  | 384                 |  | 96.4%     |  | $265.86                             
|                                     | Total Virginia                                     |  |       |  |                              |  | 1                 |  | 384                 |  | 96.4%     |  | $265.86                             
|                                     | Eagle Point                                        |  | WA    |  | Seattle                      |  |                   |  | 230                 |  | 85.2%     |  | $521.40                             
|                                     | Total Washington                                   |  |       |  |                              |  | 1                 |  | 230                 |  | 85.2%     |  | $521.40                             
|                                     | Breazeale                                          |  | WY    |  | Laramie                      |  |                   |  | 117                 |  | 97.4%     |  | $280.85                             
|                                     | Total Wyoming                                      |  |       |  |                              |  | 1                 |  | 117                 |  | 97.4%     |  | $280.85                             
|                                     |                                                    |  |       |  |                              |  |                   |  |                     |  |           |  |                                     
|                                     |                                                    |  |       |  |                              |  |                   |  |                     |  |           |  |                                     
|                                     | Total Portfolio                                    |  |       |  |                              |  | 201               |  | 68,016              |  | 85.8%     |  | $353.88                             
|                                     |                                                    |  |       |  |                              |  |                   |  |                     |  |           |  |                                     
|                                     |                                                    |  |       |  |                              |  |                   |  |                     |  |           |  |                                     
|Legend and Summary of each Portfolio |                                                    |  |       |  |                              |  |                   |  |                     | 
|                                     |                                                    |  |       |  |                              |  |                   |  |                     |  |           |  |                                     
|                                     | Stable Portfolio                                   |  |       |  |                              |  | 151               |  | 51,932              |  | 90.0%     |  | $  363.77                           
|A                                    | Active Expansion Portfolio                         |  |       |  |                              |  | 29                |  | 9,918               |  | 77.7%     |  | 308.02                              
|G                                    | Greenfield Portfolio                               |  |       |  |                              |  | 11                |  | 1,605               |  | 36.8%     |  | 295.68                              
|S-D                                  | Stable Portfolio, with development still available |  |       |  |                              |  | 6                 |  | 2,989               |  | 79.7%     |  | 375.92                              
|R                                    | Redevelopment Portfolio                            |  |       |  |                              |  | 4                 |  | 1,572               |  | 62.0%     |  | 289.36                              
|                                     |                                                    |  |       |  |                              |  |                   |  |                     |  |           |  |                                     
|                                     | Total Portfolio                                    |  |       |  |                              |  | 201               |  | 68,016              |  | 85.8%     |  | $353.88                             
|                                     |                                                    |  |       |  |                              |  |                   |  |                     |  |           |  |                                     



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##### Table of Contents

The following table provides additional information for our five largest properties, based on revenues, which together represent approximately 12.6% of our
total revenues for the year ended December 31, 2002. We do not have any current plans to dispose of these communities.



|            |  | Occupancy |   | Weighted Average Monthly Rent Per Site |  
|----------- |  | --------- | - | -------------------------------------- | -
|            |  |           |   |                                        |  
|            |  | 2002      |   | 2001                                   |  
|            |  |           |   |                                        |  
|Anchor Bay  |  | 89.4      | % | 93.9                                   | %
|Clinton     |  | 89.0      | % | 93.3                                   | %
|Colony Cove |  | 98.7      | % | 99.1                                   | %
|Del Tura    |  | 88.2      | % | 88.0                                   | %
|Macomb      |  | 88.2      | % | 92.6                                   | %

Of the top five properties, Del Tura and Macomb
are collateral for a mortgage on these properties that bears interest at a rate of 7.83% per annum and matures in 2010. The other three properties are currently unencumbered.

Item 3.Legal Proceedings

None.

Item 4.Submission of Matters to a Vote of Security Holders

Not applicable.

PART II

Item 5.Market for Registrants Common Equity and Related Security Holder Matters

Not applicable.

Item 6.Selected Consolidated Financial and Other Data

The selected consolidated financial data set forth below is derived from our audited financial statements for the years ended December 2002, 2001, 2000, 1999 and 1998. The following selected consolidated financial data
should be read in conjunction with the more detailed information contained in the consolidated financial statements and related notes and the section entitled Managements Discussion and Analysis of Financial Condition and Result of
Operations.

As of January 1, 2002, we adopted SFAS 144, which reclassifies the operations of disposed properties that meet certain criteria to discontinued operations.
Accordingly, the operating results of these properties have been reclassified for all of the periods presented. During 2002, we adopted SFAS 142 and as a result, impaired the goodwill of CSIs home sales dealership. This impairment was recorded
as a cumulative effect of change in accounting principle in 2002.

We acquired CWS on August 1, 2001 using the purchase method of accounting, and accordingly, the statement of
operations data includes the results of CWS since the acquisition. The results of 2002 are not comparable to any other periods presented, due to the acquisition of CWS in 2001 and the disposition of properties throughout the year. The results for
2001 are not comparable to any other periods presented, due to the inclusion of CWSs results of operations in our statement of operations data since August 1, 2001. We believe the results for 2000, 1999 and 1998 are comparable to each
other.

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|                                                           |  | For the Year Ended December 31, |          
|---------------------------------------------------------- |  | ------------------------------- | ---------
|                                                           |  |                                 |          
|(In thousands, except OP unit and site data)               |  |                                 | 2002     
|                                                           |  |                                 |          
|OPERATING DATA:                                            |  |                                 |          
|Total revenues                                             |  | $                               | 269,727  
|Operating income(1)                                        |  | $                               | 153,018  
|Income before cumulative effect of accounting change       |  | $                               | 19,728   
|Net income available to common OP Unitholders              |  | $                               | 18,714   
|                                                           |  |                                 |          
|EARNINGS PER OP UNIT DATA:                                 |  |                                 |          
|Net income attributable to common OP Unitholders - basic   |  | $                               | 0.53     
|Net income attributable to common OP Unitholders - diluted |  | $                               | 0.53     
|Distributions declared                                     |  | $                               | 2.20     
|Wtd. average common OP Units outstanding - basic           |  | 35,083                          |          
|                                                           |  |                                 |          
|CASH FLOW DATA:                                            |  |                                 |          
|Net cash provided by operating activities                  |  | $                               | 92,325   
|Net cash provided by (used in) investing activities        |  | $                               | 12,758   
|Net cash provided by (used in) financing activities        |  | $                               | (103,119 
|                                                           |  |                                 |          
|BALANCE SHEET DATA AT END OF PERIOD:                       |  |                                 |          
|Rental property, before accumulated depreciation           |  | $                               | 1,682,215
|Rental property, net of accumulated depreciation           |  | $                               | 1,335,632
|Total assets                                               |  | $                               | 1,514,988
|Total debt                                                 |  | $                               | 1,013,809
|Total partners' capital                                    |  | $                               | 435,716  
|                                                           |  |                                 |          
|OTHER DATA:                                                |  |                                 |          
|Total properties (at end of period)                        |  | 204                             |          
|Total sites (at end of period)(3)                          |  | 68,016                          |          
|Occupied sites (at end of period)                          |  | 58,388                          |          
|Weighted average occupied sites                            |  | 60,811                          |          
|Funds from operations(5)                                   |  | $                               | 80,187   
|                                                           |  |                                 |          
|Reconciliation of FFO                                      |  |                                 |          
|Income available to common OP Unitholders                  |  | $                               | 18,714   
|Adjustments:                                               |  |                                 |          
|Depreciation and amortization on rental properties         |  | 68,203                          |          
|Net (gain) loss on sale of rental property                 |  | (1,435                          | )        
|Cumulative effect of accounting change                     |  | 1,014                           |          
|Discontinued operations:                                   |  |                                 |          
|Depreciation on rental property                            |  | 787                             |          
|Impairment / net gain on sale                              |  | (7,096                          | )        
|                                                           |  |                                 |          
|FFO                                                        |  | $                               | 80,187   
|                                                           |  |                                 |          

______________________________

| | (1) | Operating income represents total revenues less property operating and maintenance expense, real estate taxes and administrative expense. Operating income is a measure of the performance of the
properties before the effects of depreciation and interest and related amortization costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | In August 2001, we purchased CWS for $552 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (3) | Does not include park mode1/RV sites.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (4) | Amounts differ from previously reported amounts due to classification changes of discontinued operations from the implementation of SFAS 144, for properties sold or held for sale during
2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (5) | Funds from operations (FFO) is defined by the National Association of Real Estate Investment
Trusts (NAREIT) as consolidated net income without giving effect to gains (or losses) from sales of property and rental property depreciation and amortization. Management believes that FFO is an important and widely used measure of the
operating performance of REITs, which provides a relevant basis for comparison among REITs. FFO (i) does not represent cash flow from operations as defined by generally accepted accounting principles; (ii) should not be considered as an alternative
to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; (iii) is not an alternative to cash flows as a measure of liquidity; and (iv) may not be comparable to similarly titled measures
reported by other companies.













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##### Table of Contents

Item 7.Management Discussion and Analysis of Financial Condition and Results of
Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere herein. Certain
statements in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. Such forward looking statements may involve our plans, objectives and expectations that may be impacted
by a number of risks and uncertainties. Those risks and uncertainties include, but are not limited to: national, regional and local economic climates, competition from other forms of single or multi-family housing, changes in market rental rates,
supply and demand for affordable housing, the ability of manufactured home buyers to obtain financing, our ability to maintain rental rates and occupancy, the level of repossessions by manufactured home lenders, changes in interest rates, the pace
of dispositions, our corporate debt ratings, and the condition of capital markets. We undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Overview

We were formed by Chateau, as a general partner, and Chateau Estates, as the initial
partner, in September 1993 to own, operate, manage, acquire, develop and expand manufactured housing communities. A manufactured home community is a residential subdivision designed and improved with homesites for the placement of manufactured
homes, including related improvements and amenities. Manufactured homes are detached, single-family homes that are produced off-site by manufacturers and installed on sites within the community. The owner of the home leases the site from us,
generally for a term of one year or less. Chateau conducts substantially all of its activities through us, owns directly and through ROC Communities, Inc. (ROC), our other general partner, an approximate 84% general partner interest as
of December 31, 2002.

As of December 31, 2002, we owned 204 properties containing an aggregate of 68,016 homesites and 1,359 park mode/RV sites, located in 32 states.
Approximately 28% of these homesites were in Florida, 25% were in Michigan, and 9% were in Georgia. We also fee managed 35 properties containing an aggregate of 7,834 homesites. In January 2003, we entered into an agreement to acquire the
NTandem subsidiary that owns 33 of these communities (further described below).

Our growth since the beginning of 2000 can be attributed to community acquisitions,
increased operating performance at existing communities, community expansions, and new community development, offset somewhat by property dispositions. We increased our portfolio by 16,357 manufactured homesites over the three-year period ended
December 31, 2002 from the acquisition of 53 communities and the development of approximately 2,000 additional sites, net of dispositions. The acquisitions included a single transaction completed on August 1, 2001, in which we purchased CWS for
approximately $552 million. The CWS portfolio consisted of 46 manufactured home communities with approximately 16,600 homesites.

During the third quarter of 2001, we began the
implementation of our plan to dispose of those communities that do not fit our overall strategic objectives or do not meet our operating standards. From the inception of the plan through December 31, 2002, we have disposed of an aggregate 22
properties and three parcels of land for approximately $92.2 million (see further discussion under Liquidity and Capital Resources below).

We conduct manufactured
home sales and brokerage activities through CSI, our taxable subsidiary. We own 100% of the preferred stock and are entitled to 100% of CSIs cash flow. We account for our investment in CSI utilizing the equity method of accounting, since we do
not own any of the voting common stock of CSI. Equity earnings or losses are included in management fee and other income in the accompanying statements of income.

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##### Table of Contents

Historical Results of Operations

Our results of operations in 2002 were
adversely impacted by several factors affecting our communities and the manufactured housing industry in general, including:

General weakening economic conditions, which are more pronounced in certain markets in which we operate, specifically, greater
Atlanta, Indiana, Michigan and the Southeast, other than Florida.

Several retail lenders who provide financing to our residents have exited the market place, while others have tightened their underwriting standards, making it more
difficult for prospective residents to finance homes to be placed in our communities.

Readily available and lower rate mortgage financing allows our traditional customers the opportunity to purchase a moderately priced site-built home, with an affordable
monthly payment.

Two retail lenders filed for protection under the bankruptcy laws in the fourth quarter of 2002. This has affected the pricing of manufactured homes by increasing the supply of repossessed and other pre-owned homes. In addition, these lenders
were making rental payments on an aggregate of 800 sites that they were occupying as a result of their repossession of homes from our residents. Effective in the fourth quarter of 2002, these lenders discontinued rental payments on these
sites.

These factors have made it more difficult for us to attract new residents and maintain historical occupancy rates at our communities. In addition, these factors have led
to increased repossessions, increased collection costs and losses of value in home inventory held by CSI.

During 2002, in an effort to mitigate some of the above factors, we
began a restructuring of some of our property, divisional and corporate departments. In connection with these steps, we incurred a one-time charge in the fourth quarter of approximately $1.1 million. We also incurred additional severance of $1.3
million in connection with the resignation of Chateaus Chief Executive Officer during the fourth quarter of 2002.

Comparison of the year ended December 31, 2002 to the
year ended December 31, 2001

The following table summarizes certain information relative to our properties, as of and for the years ended December 31, 2002 and 2001. We
consider all communities owned by us at both January 1, 2001 and December 31, 2002, as the Same Store Portfolio.



|                                       |  | Same Store Portfolio |         | Total Portfolio |  
|-------------------------------------- |  | -------------------- | ------- | --------------- | -
|                                       |  |                      |         |                 |  
|Dollars in thousands, except per site  |  | 2002                 |         | 2001            |  
|                                       |  |                      |         |                 |  
|                                       |  |                      |         |                 |  
|As of December 31,                     |  |                      |         |                 |  
|Number of communities                  |  |                      | 155     |                 |  
|Total manufactured homesites           |  | 50,765               |         | 50,365          |  
|Occupied sites                         |  | 43,461               |         | 44,687          |  
|Occupancy %                            |  | 85.6                 | %       | 88.7            | %
|                                       |  |                      |         |                 |  
|For the year ended December 31,        |  |                      |         |                 |  
|Rental income                          |  | $                    | 192,758 |                 | $
|Property operating expenses            |  | $                    | 70,268  |                 | $
|Net operating income                   |  | $                    | 122,490 |                 | $
|Weighted average monthly rent per site |  | $                    | 349     |                 | $

For the year ended December 31, 2002, income from continuing
operations was $11.0 million, a decrease of $16.9 million from the year ended December 31, 2001. The decrease was due primarily to increased depreciation and interest due to the CWS acquisition, the disposition of 15 properties and the related loss
of net operating income from those properties and one-time severance and related costs, offset somewhat by increased operating income from the CWS properties and the Same Store Portfolio. Included in the results for 2002 are one time severance and
related closing costs of $2.4 million.

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Rental revenue for the year ended December 31, 2002 was $258 million, an increase of $39.7 million from 2001. Approximately 88% of the increase was due to
acquisitions, net of dispositions, and the remainder was due to rental increases in our Same Store Portfolio, notwithstanding modest declines in occupancy rates. On a per-site basis, weighted monthly rental revenue for the Same Store Portfolio for
the year ended December 31, 2002 was $349 compared with $335 for the same period in 2001, an increase of 4.2%. Our rental increases in 2002 averaged 4.3%.

As of December 31,
2002, the occupancy rate was 90.0% in our stable portfolio, 77.7% in our active expansion portfolio, 79.7% in our stable portfolio with development still available, 62.0% in our redevelopment portfolio and 36.8% in our greenfield development
portfolio. The aggregate occupancy rate across all our properties was 85.8%. This compares to an occupancy rate at December 31, 2001 of 92.5% in the stable portfolio, 79.5% in the active expansion portfolio, 30.8 % in the greenfield portfolio, and
88.3% in the aggregate. The decline in our total occupancy rate is due to the loss of 1,600 revenue-producing sites in 2002, due, in part, to the discontinuation of rental payments on approximately 800 sites, by lenders that filed for bankruptcy
protection during 2002 described above and the addition of 673 sites to available sites through our development and expansion activities. Economic factors in several markets contributed to the loss of revenue producing sites. In 2003, we expect flat
occupancy on our stable portfolio and an increase of approximately 200-400 sites in our active expansion and greenfield portfolios.

Management fee and other income primarily
include management fee and transaction fee income for the management of 35 manufactured home communities and equity earnings or losses from CSI. The decrease is due to reduced fees from NTandem (see further discussion under
NTandem below) and a decline in income from CSI. We recognized a loss of $2.5 million from CSI in 2002, compared with breakeven performance in 2001. Losses in 2002 are primarily due to increases in the inventory reserve and losses
of $800,000 in connection with the closure of the only company-owned home sales dealership. The additional inventory reserve adjustments made in 2002 were approximately $1.5 million and were due to factors discussed above, which have exerted
downward pressure on the value of manufactured homes. CSI has an investment of approximately $25.6 million in homes, of which, approximately $20.1 million is inventory held for sale and $5.5 million are sales offices, models, and rental
homes.

Property operating and maintenance expense for the year ended December 31, 2002 increased by $15.3 million or 22% from the prior year. The majority of the increase was due
to the acquisition of CWS, along with increased operating expenses in our Same Store Portfolio. The operating expenses in the Same Store Portfolio increased approximately 2.3%. The increase was due primarily to increased insurance, healthcare,
repairs and maintenance and administrative costs, significantly offset by a decrease in collection costs. We expect the increases in insurance and healthcare costs to continue into the foreseeable future. In 2002, collection costs (including bad
debt and legal collection expenses) were approximately 2.1% of rental income, compared to 3.0% in 2001. Although this cost continues to run at levels higher than historic levels, we expect modest improvement until economic conditions in certain key
markets improve.

Real estate taxes for the year ended December 31, 2002 increased by $1.9 million or 13% from the year ended December 31, 2001. The increase is due primarily to
acquisitions, expansion of communities and increases in property tax rates. On a per site basis, monthly weighted average real estate taxes were consistent at $24 in 2002 and 2001. Real estate taxes may increase or decrease due to inflation,
expansion and improvement of communities, as well as changes in taxation in the tax jurisdictions in which we operate.

Administrative expense for the year ended December 31,
2002 increased by $3.8 million from the same period a year ago. Administrative expense for 2002 was 5.1% of total revenues as compared to 4.2% in the same period of 2001. The increase in total costs was primarily due to a number of
operational-related consulting projects of approximately $800,000 that were completed in the first nine months of 2002, as well as increased corporate and divisional expenses in connection with the CWS acquisition.

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##### Table of Contents

Interest and related amortization costs increased for the year ended December 31, 2002 by $19.5 million, as compared with the year ended December 31, 2001.
The increase is attributed primarily to indebtedness incurred to finance the CWS acquisition and increased borrowing to fund our lending activities, offset somewhat by a decrease in interest rates. Interest expense as a percentage of average debt
outstanding was approximately 6.6% in 2002 and 6.7% in 2001.

Depreciation expense for the year ended December 31, 2002 increased $13.3 million from the same period a year ago.
The increase is directly attributed to the CWS acquisition, expansions, and additions of rental property, offset partially by property dispositions. Depreciation expense as a percentage of average depreciable rental property in 2002 remained
relatively unchanged from 2001.

Comparison of the year ended December 31, 2001 to the year ended December 31, 2000

The following table summarizes certain information relative to our properties, as of and for the years ended December 31, 2001 and 2000. We consider all communities owned by us at both January 1, 2000 and December 31,
2001 as the Same Store Portfolio.



|                                       |  | Same Store Portfolio |         | Total Portfolio |  
|-------------------------------------- |  | -------------------- | ------- | --------------- | -
|                                       |  |                      |         |                 |  
|Dollars in thousands, except per site  |  | 2001                 |         | 2000            |  
|                                       |  |                      |         |                 |  
|                                       |  |                      |         |                 |  
|As of December 31,                     |  |                      |         |                 |  
|Number of Communities                  |  |                      | 160     |                 |  
|Total manufactured homesites           |  | 52,078               |         | 51,570          |  
|Occupied sites                         |  | 46,455               |         | 47,114          |  
|Occupancy %                            |  | 89.2                 | %       | 91.4            | %
|                                       |  |                      |         |                 |  
|For the year ended December 31,        |  |                      |         |                 |  
|Rental Income                          |  | $                    | 192,234 |                 | $
|Property operating expenses            |  | $                    | 73,066  |                 | $
|Net operating income                   |  | $                    | 119,168 |                 | $
|Weighted average monthly rent per site |  | $                    | 331     |                 | $

For the year ended December 31, 2001, income from continuing
operations was $27.9 million, a decrease of $12.6 million from the year ended December 31, 2000. The decrease was due primarily to increased depreciation and interest due to the acquisition of CWS, offset somewhat by increased operating income from
the CWS properties.

Rental revenue for the year ended December 31, 2001 was $218.3 million, an increase of $36.7 million from 2000. Approximately 81% of the increase was due to
acquisitions, net of dispositions, and 19% was due to rental increases in our Same Store Portfolio.

As of December 31, 2001, the occupancy rate in our stable portfolio was
92.5%. The active expansion portfolio had an occupancy rate of 79.5%, while our greenfield development portfolio had an occupancy rate of 30.8%, for an aggregate occupancy rate of 88.3%. On a per-site basis, weighted monthly rental revenue for our
Same Store Portfolio for the year ended December 31, 2001 was $331 compared with $316 in 2000, an increase of 4.7%.

Management fee and other income primarily include management
fee and transaction fee income for the management of 38 manufactured home communities and equity earnings from CSI (see further discussion in NTandem below).

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Property operating and maintenance expense for the year ended December 31, 2001 increased by $17.7 million or 35% from the prior year. The majority of the
increase was due to the acquisition of CWS, increased bad debt and collection costs of approximately $5.2 million, and operating expense increases in our Same Store Portfolio. The increase in bad debt expense was due to economic conditions as well
as the implementation of our enterprise-wide technology system. In many of our market areas the economic conditions created a more difficult than normal collections environment, which significantly impacted the cost of collections, as well as the
overall ability to collect past due amounts. In addition, difficulties encountered related to the implementation and utilization of our enterprise-wide technology system, which was initiated in the last quarter of 2000, were also a factor in the
unusually high expense recognized in 2001.

Real estate taxes for the year ended December 31, 2001 increased by $2.2 million or 17% from the year ended December 31, 2000. The
increase is due primarily to acquisitions, expansion of communities, and increases in property tax rates. On a per site basis, monthly weighted average real estate taxes were $24 in 2001 compared to $23 in 2000. Real estate taxes may increase or
decrease due to inflation, expansion and improvement of communities, as well as changes in taxation in the tax jurisdictions in which we operate.

Administrative expense in 2001
was 4.2% of total revenues as compared to 4.9% in 2000.

Interest and related amortization costs increased for the year ended December 31, 2001 by $11.4 million, as compared with
the year ended December 31, 2000. The increase is attributed primarily to the indebtedness incurred to finance the CWS portfolio acquisition, other acquisitions and lending activities. Interest expense as a percentage of average debt outstanding
decreased to approximately 6.7% in 2001 from 7.3% in 2000, due to lower interest rates, and greater amounts of variable rate debt.

Depreciation expense for the year ended
December 31, 2001 increased $13.8 million from the same period a year ago. The increase is directly attributed to the CWS acquisition, other acquisitions, expansions, and additions of rental property. Depreciation expense as a percentage of average
depreciable rental property in 2001 remained relatively unchanged from 2000.

Discontinued Operations

During 2002, we sold 11 communities whose results are included in discontinued operations. Consistent with SFAS No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets, income from discontinued operations, for all
periods presented, includes the results of operations through the property sale date (if the property was sold prior to December 31, 2002) and the results of operations for the properties held for sale through December 31, 2002.

In addition to the 11 sold communities, we have two communities that are classified as held for sale and are included in discontinued operations (see further discussion under 2002
Portfolio Changes below). Properties are identified as assets held for sale when certain criteria are met, and are adjusted to the lower of book value or fair value less costs to sell the assets at the time of reclassification.

Cumulative Effect of a Change in Accounting Principle

CSI adopted the provisions of SFAS No. 142, Goodwill
and Other Intangible Assets, as of January 1, 2002, resulting in an impairment charge in the first quarter of approximately $1 million. This resulted from an impairment in the goodwill related to its investment in the only company owned home
sales dealership. This charge is reflected as a cumulative effect of a change in accounting principle and is not included in CSIs operating loss.

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Liquidity and Capital Resources

Net cash provided by operating activities was
$92.3 million for the year ended December 31, 2002, compared to $91.3 million for the same period in 2001.

Net cash provided by investing activities for the year ended December
31, 2002 was $12.8 million. This amount is comprised of proceeds from the disposition of rental properties, offset by investments in development, acquisitions and recurring and nonrecurring capital expenditures, as well as additional investments in
and advances to affiliates. During 2002, we advanced an additional $6 million to CSI to primarily fund inventory, and an additional $4.3 million to NTandem to primarily fund payments of debt.

Net cash used in financing activities for the year ended December 31, 2002 was $103.1 million. This consisted primarily of net payments on our Credit Facilities (discussed below) and distributions to our OP Unitholders
of $58 million. Our 2002 fourth quarter distribution was paid in January 2003.

We anticipate that cash generated from operating activities and borrowing on our Credit Facilities
will continue to provide the necessary funding for our short-term liquidity needs such as operating expenses, interest expense on outstanding indebtedness, recurring capital expenditures and distributions to our OP Unitholders.

Our long-term liquidity is affected by a number of factors, including the acquisition and disposition of properties, the amount of nonrecurring capital expenditures, the pace and cost of new
and existing community development and expansion activities, our credit ratings with the national rating agencies and the timing of principal payments due on our indebtedness.

We
have a line of credit available with Bank One, N.A., acting as lead agent. In May 2002, we increased the borrowing capacity under this facility to $175 million. The term of the facility was extended to February 2005 with the facility currently
bearing interest at LIBOR plus 115 basis points. In addition, we have a $7.5 million revolving line of credit (together with our BankOne credit facility, Credit Facilities). As of December 31, 2002 we had approximately $129 million
outstanding under our Credit Facilities and had $53.5 million available in additional borrowing capacity.

As of December 31, 2002, we had outstanding, in addition to the Credit
Facilities, $470 million of senior unsecured debt with a weighted average interest rate and remaining maturity of 7.5% and 5.8 years, respectively, $280 million of secured mortgage debt with a weighted average interest rate and remaining maturity of
7.7% and 6.6 years, respectively, $9.7 million unsecured installment notes with an interest rate of 7.5% and a $125 million unsecured term loan with an interest rate of 3.0%. As of December 31, 2002, we had approximately $1.0 billion of total debt
outstanding, representing approximately 53.6% of our total market capitalization. We consider market capitalization to be the sum of outstanding debt, preferred OP units and the market value of our outstanding common OP Units, all at the end of the
period. All of the debt is fixed rate debt, other than our Credit Facilities and Term Loan. The fixed rate debt carries a weighted average interest rate of 7.6%.

In May 2002, we
completed the issuance of a $125 million term loan with BankOne acting as lead agent. The loan currently bears interest at LIBOR plus 140 basis points and matures in May 2004 (the Term Loan). The proceeds were used to pay off our
acquisition facility from the CWS acquisition that was due to mature in August 2002.

On October 15, 2002, Standard & Poors Ratings Services (S&P)
changed our debt rating to BBB-. This downgrade, although still investment grade, resulted in an increase in the interest rate on $250 million of variable rate debt by a range of 15 to 20 basis points. In January 2003, S&P affirmed our credit
ratings, but revised its outlook of our company from stable to negative.

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##### Table of Contents

In December 2002, Moodys Investors Service (Moodys) affirmed our debt ratings at Baa3, at which time the outlook of our company was
changed from stable to negative. In March 2003, Moodys revised our debt rating to Ba1, outlook uncertain. Among other things, the downgrade was attributed to uncertainty regarding plans to address 2004 and 2005 debt maturities.

As we have done historically, we expect to finance future debt maturities and meet our long-term liquidity needs through proceeds from property dispositions, additional borrowings under our
existing or new credit facilities, issuances of new secured or unsecured debt financings or where appropriate, additional issuances of equity.

This change in investment grade
rating will increase our interest costs on our variable rate debt by approximately 35 basis points and our rates on the $20 million and $50 million senior unsecured debt will increase to 9.52% and 10.3%, respectively. In addition, with the change in
ratings, we may be required to repurchase $20 million of privately issued unsecured debt, at the lender's option, including related interest and other charges. This debt is currently scheduled to mature November 2003.

This downgrade may result in increased borrowing costs on current or future debt and may restrict our access to unsecured debt capital markets.

The following is a summary of our aggregate commitments, in millions, as of December 31, 2002:



|                        |  |   | Payments Due by Period | 
|----------------------- |  | - | ---------------------- | 
|                        |  |   |                        | 
|Contractual Obligations |  |   | Total                  | 
|                        |  |   |                        | 
|Fixed rate debt         |  | $ | 760                    | 
|Variable rate debt      |  |   | 254                    | 



|                             |  | Amount of Commitment Expiration Per Period |                      
|---------------------------- |  | ------------------------------------------ | ---------------------
|                             |  |                                            |                      
|Other Commercial Commitments |  |                                            | TotalAmountsCommitted
|                             |  |                                            |                      
|Lines of credit              |  | $                                          | 183                  
|Guarantees                   |  |                                            | 35                   

(a)These guarantees expire at various times.

We have approximately $70 million of senior unsecured notes
maturing in 2003, $50 million in August and $20 million in November. We expect to repay the balance with the proceeds from property dispositions, borrowings on our Credit Facilities or the issuance of additional secured or unsecured debt.

The unsecured financing arrangements contain customary covenants, including a debt service coverage ratio, a distribution payout ratio, a minimum value of unencumbered assets, and a
restriction on the incurrence of additional indebtedness without a corresponding increase in rental property. Our BankOne Credit Facility and Term Loan were amended effective December 31, 2002. These amendments modified three covenants through June
30, 2004. These amendments resulted in additional restrictions on the repurchase of our common OP Units and our borrowing capacity, as well as, adjusted interest rates based on our leverage and corporate investment ratings.

Our borrowing capacity on the Bank One Credit Facility is reduced by $10 million each month, beginning in April 2003, to ensure availability of $50 million under the Credit Facility in August 2003, at
which time $50 million of senior unsecured notes will mature. Subsequent to the repayment, our borrowing capacity will be restored to $175 million. Our capacity will then be restricted by $20 million through November 2003 to ensure adequate
borrowing capacity upon maturity of $20 million of senior unsecured debt. Subsequent to that repayment, our borrowing capacity will be restored to $175 million. After the repayment of our 2003 maturities, we will be required to utilize the next $35
million of proceeds from property dispositions to pay down the Term Loan.

In addition, we had several covenants regarding leverage ratios with $70 million of senior unsecured
debt with one lender. In November 2003, $20 million of this debt is scheduled to mature, while the balance is scheduled to mature in October 2021. Effective December 31, 2002, we received waivers for these covenants and amended the covenants going
forward. The amended agreements do not restrict our leverage, but require increases in interest rates by up to 200 basis points, based on our leverage and corporate investment rating. Also, the lender was given the option to convert the $50 million
of unsecured debt to secured debt. Effective

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March 2003, the lender has exercised that option and we are in the process of identifying several adult communities to serve as collateral for that loan. We
expect this transaction to be completed in the second quarter of 2003.

Although we expect to be in compliance with the amended debt covenants throughout 2003, our ability to be
in compliance is contingent on a number of factors, including:

The pace of dispositions

Our operating performance

Current interest rates

Our distribution policy



2002 Portfolio Change

As part of our strategy to bring our
overall debt to market capitalization ratio more in line with our historical operating parameters, during 2002 we disposed of 15 properties, as outlined in the table below:



|(Dollars in thousands)                              |  |    | Number ofCommunities |       | Number ofSites |       | Gross SalesPrice |   | Gain/(Loss)on Sale |      
|--------------------------------------------------- |  | -- | -------------------- | ----- | -------------- | ----- | ---------------- | - | ------------------ | -----
|                                                    |  |    |                      |       |                |       |                  |   |                    |      
|Included in Discontinued Operations                 |  |    | 11                   |       |                | 2,250 |                  | $ | 41,440             |      
|Included in Continuing Operations                   |  | 4  |                      | 723   |                | $     | 8,450            |   | (401               | )    
|                                                    |  |    |                      |       |                |       |                  |   |                    |      
|2002 totals                                         |  | 15 |                      | 2,973 |                | $     | 49,890           |   | $                  | 8,478
|2001 totals - all included in Continuing Operations |  | 7  |                      | 1,255 |                | $     | 42,310           |   | $                  | 586  
|                                                    |  |    |                      |       |                |       |                  |   |                    |      
|Grand total                                         |  |    | 22                   |       |                | 4,228 |                  | $ | 92,200             |      
|                                                    |  |    |                      |       |                |       |                  |   |                    |      

The proceeds from the dispositions were used to repay amounts
outstanding under our acquisition facility incurred in connection with the CWS acquisition and borrowings under our Credit Facilities.

As a continuing part of our long-term
strategic plan, we expect to dispose of an additional $100 million of assets during 2003 (of which $6 million meet the held for sale criteria under SFAS 144) and potentially another aggregate $100-$200 million in 2004 and 2005. The disposition pace
and pricing will depend on a number of factors, including the availability and terms of mortgage financing for manufactured housing communities and current capitalization rates.

Capital Investments

Our investment in capital improvements for the years ended December 31, is as follows (in thousands, except per site):

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|                                                                                                     |  | 2002   |        | 2001    |  
|---------------------------------------------------------------------------------------------------- |  | ------ | ------ | ------- | -
|                                                                                                     |  |        |        |         |  
|Recurring capital expenditures (per site average for 2002 and 2001, $185 and
$134, respectively) (a) |  | $      | 10,933 |         | $
|Site upgrades (b)                                                                                    |  | 1,704  |        | 1,542   |  
|Acquisitions (c)                                                                                     |  | 11,432 |        | 591,737 |  
|Expansions and development (d)                                                                       |  | 16,143 |        | 25,928  |  
|Revenue producing (e)                                                                                |  | 755    |        | 1,719   |  
|                                                                                                     |  |        |        |         |  
|Total                                                                                                |  | $      | 40,967 |         | $
|                                                                                                     |  |        |        |         |  

(a)Includes capital expenditures necessary to maintain asset quality, including purchasing and replacing assets used to operate the community. These capital expenditures do not
include water meters, sheds, homes, or acquisitions. This is the actual cost to maintain the asset quality in the communities. e.g. clubhouse and building improvements, vehicles and maintenance equipment, road and other paving work, utility systems,
common area amenities, drainage etc. Minimum capitalizable amount of project is $1,000.

(b)Includes costs that are incurred when an existing older home (usually a smaller single-sectional home) moves out, and the site is prepared for a larger new home, more often than
not, a multi-sectional home. These activities which are governed by manufacturers installation requirements and state building codes include grading, electrical, concrete, landscaping, drainage and water/sewer lines.

(c)Acquisitions represent the purchase price of existing operating
communities and land parcels to develop expansions or new communities. Acquisitions also include deferred capital improvements identified during due diligence and provided for in the acquisition pricing formula. These are identified during due
diligence, but sometimes require up to 12 months after closing to complete.

(d)These are the costs included in the development and expansion of communities. Costs in this category may include engineering, driveways, paving, utilities, homesite preparation and
amenities.

(e)Revenue producing includes costs related
to revenue generating activities, consisting primarily of sub-metering of water and sewer, and storage sheds.

During 2002, we substantially completed the development of
approximately 670 sites. In response to economic conditions that have weakened the demand for manufactured home community sites in many of our markets, we have moderated the pace of our development and expansion activity and will focus on filling
the sites already substantially complete and currently vacant. We expect to spend approximately $10 million in finish costs in 2003, as these sites are filled. In addition, where appropriate, we will consider upgrading or adding facilities and
amenities to certain communities in order to make those communities more attractive in their market, and to increase our potential cash flow from the community.

NTandem

We currently own approximately 19% of NTandems outstanding equity and have made loans and advances to NTandem. We account for our
investment utilizing the equity method of accounting. In an effort to maximize the return on our investment in NTandem and to ultimately gain control over the portfolio that we manage for NTandem Trust, we signed an agreement in January
2003 to purchase a subsidiary of NTandem. This transaction, which carries a total purchase price of approximately $150 million, will require a $5 million additional cash investment. In addition, we will assume $85 million of secured debt and
$3 million of other liabilities; payoff NTandems $16.5 million line of credit, which we currently guarantee; and retire our loans and advances to NTandem, of approximately $38 million. The transaction is subject to customary
closing conditions, including approval by the shareholders of NTandem, and is expected to close in the second quarter of 2003. Assuming the transaction is completed, we plan to market 11 communities for disposition, representing approximately
15% of NTandems net operating income, in the remainder of 2003.

Historically we recognized income from a property management agreement, an advisory agreement,
overhead reimbursements and interest income on advances as earned from NTandem. The amount of fee income and interest income earned is outlined in the table below.

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|                                 |  | 2002  |       | 2001  |   | 2000  | 
|-------------------------------- |  | ----- | ----- | ----- | - | ----- | 
|                                 |  |       |       |       |   |       | 
|Interest income and related fees |  | $     | 2,509 |       | $ | 3,345 | 
|Transaction fees                 |  |      |       | 522   |   | 2,530 | 
|Advisory fees                    |  | 1,330 |       | 1,335 |   | 777   | 
|Management and overhead fees     |  | 1,444 |       | 1,935 |   | 1,303 | 
|                                 |  |       |       |       |   |       | 
|                                 |  | $     | 5,283 |       | $ | 7,137 | 
|                                 |  |       |       |       |   |       | 

Interest is earned on the loan to NTandem (Prime plus one percent,
or 5.25% at December 31, 2002) and includes fees paid by NTandem for the subordination of our loan to the NTandem bank debt (approximately $310,000 in 2002 and $730,000 in 2001 and 2000). The transaction fees are related to acquisition
services provided by us to NTandem and are calculated as three percent of the acquisition price. The advisory fees are charged based on one percent of NTandems average assets. The management fees are charged based on five percent
of revenues of properties managed by us on behalf of NTandem. Overhead reimbursement fees were based on a fixed fee per site in 2001 and 2000 and a specific allocation of costs in 2002.

The following table summarizes, in thousands, certain financial information for NTandem.



|                                      |  | For the years ending December 31, |       
|------------------------------------- |  | --------------------------------- | ------
|                                      |  |                                   |       
|                                      |  | 2002                              |       
|                                      |  |                                   |       
|                                      |  |                                   |       
|Total revenues                        |  | $                                 | 23,217
|Operating and administrative expenses |  | (13,922                           | )     
|Interest expense                      |  | (10,622                           | )     
|Depreciation expense                  |  | (5,902                            | )     
|Preferred dividends                   |  | (147                              | )     
|                                      |  |                                   |       
|Net loss                              |  | $                                 | (7,376
|                                      |  |                                   |       



|                           |  | As of December 31, |        
|-------------------------- |  | ------------------ | -------
|                           |  |                    |        
|                           |  | 2002               |        
|                           |  |                    |        
|                           |  |                    |        
|Rental property            |  | $                  | 117,085
|Total assets               |  | $                  | 119,922
|Amounts due to the Company |  | $                  | 37,922 
|Other debt                 |  | $                  | 103,457
|Shareholders deficit      |  | $                  | (21,457

Critical Accounting Policies and
Estimates

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles, which requires us to make certain estimates and
assumptions. A summary of our significant accounting policies is provided in Note 2 to our consolidated financial statements. The following section is a summary of certain aspects of those accounting policies that both require our most difficult,
subjective or complex judgments and are most important to the portrayal of our financial condition and results of operations. We believe that there is a low probability that the use of different estimates or assumptions in making these judgments
would result in materially different amounts being reported on our consolidated financial statements.

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When we acquire real estate properties, we allocate the components of these acquisitions using relative fair values computed using our estimates and assumptions. These
estimates and assumptions impact the amount of costs allocated between land and different categories of land improvements as well as the amount of costs assigned to individual properties in multiple property acquisitions. These allocations also
impact depreciation expense and gains or losses recorded on future sales of properties.

We recognize an impairment loss on a real estate asset to be held and used in operations if the undiscounted expected future cash flows from the asset are less than its
depreciated cost. We compute the undiscounted expected future cash flow using certain estimates and assumptions.

We use two different accounting methods to report our investments in entities: the consolidation method and the equity method. We
use the consolidation method when we own a majority of the outstanding voting interests in an entity and/or can control its operations. We use the equity method of accounting when we own an interest in an entity and can exert significant influence
over the entitys operations but cannot control the entitys operations. We review these investments regularly for possible impairment using certain estimates and assumptions. We also review these investments regularly for proper
accounting treatment. However, a key factor in this review, the determination of whether or not we can control or exert significant influence over an entitys operations, is subjective in nature.

We report receivables net of an allowance for
receivables that may be uncollectible in the future. We review our receivables regularly for potential collection problems in computing the allowance recorded against our receivables; this review process requires us to make certain judgments
regarding collections that are inherently difficult to predict.

Collectibility of advances to NTandem and other Notes Receivable is based on the determination of the fair market value of the properties and the related net
proceeds from the ultimate liquidation of the properties.

CSI recognizes an impairment loss on inventory held for sale when circumstances arise that would indicate possible impairment. CSI reviews its inventory regularly for
potential impairment issues in computing the reserve; this review process requires us to make certain judgments regarding current market values that are difficult to estimate and subjective in nature.

Inflation

All of the leases or terms of tenants occupancies at the communities allow for at least annual rental adjustments. In
addition, all leases are short-term (generally one year or less) and enable us to seek market rentals upon re-letting the sites. Such leases generally minimize the risk to us of any adverse effect of inflation.

New Accounting Pronouncements

See footnote 2 of the notes to the Consolidated Financial Statements for discussion of the
impact of new accounting pronouncements.

Other

Funds from operations (FFO) is defined
by the National Association of Real Estate Investment Trusts (NAREIT) as consolidated net income without giving effect to gains (or losses) from sales of property and rental property depreciation and amortization. Management believes
that FFO is an important and widely used measure of the operating performance of REITs, which provides a relevant basis for comparison among REITs. FFO (i) does not represent cash flow from operations as defined by generally accepted accounting
principles; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; (iii) is not an alternative to cash flows as a measure of liquidity;
and (iv) may not be comparable to similarly titled measures reported by other companies. FFO is calculated as follows:



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|                                                   |  | For the Year Ended December 31, |       
|-------------------------------------------------- |  | ------------------------------- | ------
|                                                   |  |                                 |       
|(In thousands)                                     |  | 2002                            |       
|                                                   |  |                                 |       
|                                                   |  |                                 |       
|Net income available to common OP unitholders      |  | $                               | 18,714
|Adjustments:                                       |  |                                 |       
|Depreciation and amortization on rental properties |  | 68,203                          |       
|Net (gain) loss on sale of rental property         |  | (1,435                          | )     
|Cumulative effect of accounting change             |  | 1,014                           |       
|Discontinued operations:                           |  |                                 |       
|Depreciation on rental property                    |  | 787                             |       
|Impairment / net gain on sale                      |  | (7,096                          | )     
|                                                   |  |                                 |       
|Funds from operations                              |  | $                               | 80,187
|                                                   |  |                                 |       

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure is interest rate risk. Management has and will continue to manage interest rate risk by (1) maintaining a conservative ratio of fixed-rate, long-term debt to total debt such that
variable rate exposure is kept at an acceptable level and (2) taking advantage of favorable market conditions for long-term debt and/or equity. As of December 31, 2002, our Credit Facilities and Term Loan represented our only variable rate debt.

The following table sets forth information as of December 31, 2002, concerning our debt obligations, including principal cash flows by scheduled maturity, weighted average
interest rates and estimated fair value (FV):



|                      |  | For the Year Ended December 31, |       
|--------------------- |  | ------------------------------- | ------
|                      |  |                                 |       
|                      |  | 2003                            |       
|                      |  |                                 |       
|Debt obligations      |  |                                 |       
|Fixed rate            |  | $                               | 76,182
|Average interest rate |  | 7.9                             | %     
|Variable rate         |  | $                               | 1,174 
|Average interest rate |  | 2.7                             | %     
|Total debt            |  | $                               | 77,356

We face market risk relating to our fixed-rate debt upon refinancing
of such debt and depending upon prevailing interest rates at the time of such refinance.We have approximately $70 million of senior unsecured notes maturing in 2003, $50 million in August and $20
million in November. We expect to repay the balance with the proceeds from property dispositions or borrowings on Credit Facilities or issuing new secured or unsecured debt.

In
addition, we have assessed the market risk for our variable rate debt and believe that a 1% increase in LIBOR rates would result in an approximate $2.7 million increase in interest expense based on our average variable rate debt outstanding during
2002 of $270 million.

The fair value of our long-term debt is estimated based on discounted cash flows at interest rates that we believe reflect the risks associated with long
term debt of similar risk and duration.

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Item 8.Financial Statements and Supplementary Data

Report of Independent Accountants

To the Partners of CP Limited Partnership:

In our opinion, the consolidated financial statements listed in the index appearing under Item 16(a)(1) present fairly, in all material respects, the financial position of CP Limited Partnership and
its subsidiaries (the Company) at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 16(a)(2) presents fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial statements and the financial statement schedule are the responsibility of the Companys management; our responsibility is to express an opinion on these financial
statements and the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Notes 2 and 5 to the consolidated financial statements, on January 1, 2002, the Company adopted the provisions of Statements of Financial Accounting Standards No. 144, Accounting for the Impairment
or Disposal of Long Lived Assets.



|                                  |  |  | 
|--------------------------------- |  |  | 
|/s/ PricewaterhouseCoopers LLP    |  |  | 
|Denver, ColoradoFebruary 26, 2003 |  |  | 

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CP LIMITED PARTNERSHIP

CONSOLIDATED
STATEMENTS OF INCOME



|                                                                        |  | For the Year Ended December 31, |        
|----------------------------------------------------------------------- |  | ------------------------------- | -------
|                                                                        |  |                                 |        
|In thousands, except per OP Unit data                                   |  |                                 |        
|                                                                        |  | 2002                            |        
|                                                                        |  |                                 |        
|Revenues                                                                |  |                                 |        
|Rental income                                                           |  | $                               | 258,023
|Interest income                                                         |  | 11,387                          |        
|Management fee and other income                                         |  | 317                             |        
|                                                                        |  |                                 |        
|                                                                        |  | 269,727                         |        
|Expenses                                                                |  |                                 |        
|Property operating and maintenance                                      |  | 83,606                          |        
|Real estate taxes                                                       |  | 17,052                          |        
|Depreciation and amortization                                           |  | 70,170                          |        
|Administrative                                                          |  | 13,642                          |        
|Severance and related costs                                             |  | 2,409                           |        
|Interest and related amortization                                       |  | 67,201                          |        
|                                                                        |  |                                 |        
|                                                                        |  | 254,080                         |        
|                                                                        |  |                                 |        
|                                                                        |  |                                 |        
|Income before (gain) loss on disposition of properties and distribution |  | 15,647                          |        
|Impairment / net gain (loss) on disposition of properties               |  | 1,435                           |        
|Distribution to preferred OP unitholders                                |  | (6,094                          | )      
|                                                                        |  |                                 |        
|Income from continuing operations                                       |  | 10,988                          |        
|                                                                        |  |                                 |        
|                                                                        |  |                                 |        
|Discontinued operations:                                                |  |                                 |        
|Income from discontinued operations                                     |  | 1,644                           |        
|Impairment / gain on disposition of properties                          |  | 7,096                           |        
|                                                                        |  |                                 |        
|Income from discontinued operations                                     |  | 8,740                           |        
|                                                                        |  |                                 |        
|                                                                        |  |                                 |        
|Income before cumulative effect of accounting change                    |  | 19,728                          |        
|Cumulative effect of accounting change                                  |  | (1,014                          | )      
|                                                                        |  |                                 |        
|Net income attributable to common OP unitholders                        |  | 18,714                          |        
|                                                                        |  |                                 |        
|                                                                        |  |                                 |        
|Net income attributable to common OP Unitholders                        |  |                                 |        
|General Partner                                                         |  | 15,601                          |        
|Limited Partners                                                        |  | 3,113                           |        
|                                                                        |  |                                 |        
|                                                                        |  | $                               | 18,714 
|                                                                        |  |                                 |        
|                                                                        |  |                                 |        
|Earnings per common OP Unit - basic                                     |  |                                 |        
|Income from continuing operations                                       |  | $                               | 0.31   
|Income from discontinued operations                                     |  | 0.25                            |        
|                                                                        |  |                                 |        
|Income before cumulative effect of accounting change                    |  | 0.56                            |        
|Cumulative effect of accounting change                                  |  | (0.03                           | )      
|                                                                        |  |                                 |        
|Net income attributable to common OP unitholders                        |  | $                               | 0.53   
|                                                                        |  |                                 |        
|Weighted average common OP Units  basic                                |  | 35,083                          |        
|                                                                        |  |                                 |        
|                                                                        |  |                                 |        
|Earnings per common OP Unit - diluted                                   |  |                                 |        
|Income from continuing operations                                       |  | $                               | 0.31   
|Income from discontinued operations                                     |  | 0.25                            |        
|                                                                        |  |                                 |        
|Income before cumulative effect of accounting change                    |  | 0.56                            |        
|Cumulative effect of accounting change                                  |  | (0.03                           | )      
|                                                                        |  |                                 |        
|Net income attributable to common OP unitholders                        |  | $                               | 0.53   
|                                                                        |  |                                 |        
|Weighted average common OP Units - diluted                              |  | 35,206                          |        
|                                                                        |  |                                 |        

The accompanying notes are an integral part of the
financial statements.

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CP LIMITED PARTNERSHIP

CONSOLIDATED
BALANCE SHEETS



|(In thousands)                                                                                                                                                                                                            |  | December 31, |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------
|                                                                                                                                                                                                                          |  |              |          
|                                                                                                                                                                                                                          |  | 2002         |          
|                                                                                                                                                                                                                          |  |              |          
|                                                                                                                                                                                                                          |  |              |          
|Assets                                                                                                                                                                                                                    |  |              |          
|                                                                                                                                                                                                                          |  |              |          
|Net rental property, at cost                                                                                                                                                                                              |  | $            | 1,335,632
|Rental properties held for sale                                                                                                                                                                                           |  | 6,004        |          
|Cash and cash equivalents                                                                                                                                                                                                 |  | 2,025        |          
|Rents and other receivables, net of allowance for doubtful accounts of $1,545
and $1,375, respectively                                                                                                                    |  | 5,304        |          
|Notes receivable                                                                                                                                                                                                          |  | 42,611       |          
|Investments in and advances to affiliates                                                                                                                                                                                 |  | 112,054      |          
|Prepaid expenses and other assets                                                                                                                                                                                         |  | 11,358       |          
|                                                                                                                                                                                                                          |  |              |          
|                                                                                                                                                                                                                          |  |              |          
|Total assets                                                                                                                                                                                                              |  | 1,514,988    |          
|                                                                                                                                                                                                                          |  |              |          
|                                                                                                                                                                                                                          |  |              |          
|Liabilities                                                                                                                                                                                                               |  |              |          
|Debt                                                                                                                                                                                                                      |  | $            | 1,013,809
|Accrued interest payable                                                                                                                                                                                                  |  | 13,911       |          
|Accounts payable and accrued expenses                                                                                                                                                                                     |  | 15,248       |          
|Rents received in advance and security deposits                                                                                                                                                                           |  | 16,266       |          
|Distributions payable                                                                                                                                                                                                     |  | 20,038       |          
|                                                                                                                                                                                                                          |  |              |          
|Total liabilities                                                                                                                                                                                                         |  | 1,079,272    |          
|                                                                                                                                                                                                                          |  |              |          
|Commitments and contingencies (Note 14)                                                                                                                                                                                   |  |             |          
|                                                                                                                                                                                                                          |  |              |          
|Partners Capital                                                                                                                                                                                                         |  |              |          
|                                                                                                                                                                                                                          |  |              |          
|Partners capital, unlimited authorized units: 34,960,102 and
35,021,703, common OP Units outstanding at December 31, 2002 and 2001, respectively; 1,500,000 preferred OP Units outstanding at December 31, 2002 and 2001 |  |              |          
|                                                                                                                                                                                                                          |  |              |          
|General Partner                                                                                                                                                                                                           |  | 301,239      |          
|Limited Partners                                                                                                                                                                                                          |  | 61,520       |          
|Preferred OP Units, Series A                                                                                                                                                                                              |  | 72,957       |          
|                                                                                                                                                                                                                          |  |              |          
|                                                                                                                                                                                                                          |  |              |          
|Total partners capital                                                                                                                                                                                                   |  | 435,716      |          
|                                                                                                                                                                                                                          |  |              |          
|Total liabilities and partners capital                                                                                                                                                                                   |  | $            | 1,514,988
|                                                                                                                                                                                                                          |  |              |          

The accompanying notes are an integral part of the
financial statements.

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##### Table of Contents

CP LIMITED PARTNERSHIP

CONSOLIDATED
STATEMENTS OF PARTNERS CAPITAL



|(In thousands, except per OP Unit data)                                                           |  |                                 |         |               |   |                  |  |         |        |               |   |                  |  |         |        |               |   |                  | 
|------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | ------------- | - | ---------------- |  | ------- | ------ | ------------- | - | ---------------- |  | ------- | ------ | ------------- | - | ---------------- | 
|                                                                                                  |  | For the Year Ended December 31, |        
|                                                                                                  |  |                                 |        
|                                                                                                  |  | 2002                            |         | 2001          |   | 2000             | 
|                                                                                                  |  |                                 |         |               |   |                  | 
|                                                                                                  |  | General                         |         | CommonLimited |   | PreferredLimited |  | General |        | CommonLimited |   | PreferredLimited |  | General |        | CommonLimited |   | PreferredLimited | 
|                                                                                                  |  |                                 |         |               |   |                  |  |         |        |               |   |                  |  |         |        |               |   |                  | 
|Partners Capital                                                                                 |  |                                 |         |               |   |                  |  |         |        |               |   |                  |  |         |        |               |   |                  | 
|Balance at beginning of period                                                                    |  | $                               | 344,954 |               | $ | 71,962           |  | $       | 72,957 |               | $ | 335,912          |  | $       | 43,906 |               | $ | 72,957           | 
|                                                                                                  |  |                                 |         |               |   |                  |  |         |        |               |   |                  |  |         |        |               |   |                  | 
|Net income                                                                                        |  | 15,601                          |         | 3,113         |   |                 |  | 26,256  |        | 3,768         |   |                 |  | 37,786  |        | 4,842         |   |                 | 
|Issuance of units at fair market value                                                            |  | 1,421                           |         | 1,955         |   |                 |  | 3,449   |        | 83,896        |   |                 |  | 8,611   |        | 754           |   |                 | 
|Transfer (from) to limited partners to (from) general partner resulting from
issuance of OP Units |  | (17                             | )       | 17            |   |                 |  | 49,725  |        | (49,725       | ) |                 |  | 2,387   |        | (2,387        | ) |                 | 
|OP Units reacquired and retired                                                                   |  | (1,602                          | )       | (2,775        | ) |                 |  |        |        |              |   |                 |  | (11,323 | )      |              |   |                 | 
|Distributions declared $2.20 in 2002, $2.18 in 2001, and $2.06 in 2000                            |  | (64,434                         | )       | (12,752       | ) |                 |  | (62,809 | )      | (9,883        | ) |                 |  | (58,744 | )      | (7,488        | ) |                 | 
|Other                                                                                             |  | 5,316                           |         |              |   |                 |  | (7,579  | )      |              |   |                 |  | (4,625  | )      |              |   |                 | 
|                                                                                                  |  |                                 |         |               |   |                  |  |         |        |               |   |                  |  |         |        |               |   |                  | 
|Balance at end of period                                                                          |  | $                               | 301,239 |               | $ | 61,520           |  | $       | 72,957 |               | $ | 344,954          |  | $       | 71,962 |               | $ | 72,957           | 
|                                                                                                  |  |                                 |         |               |   |                  |  |         |        |               |   |                  |  |         |        |               |   |                  | 

The accompanying notes are an integral part of the
financial statements.

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CP LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                            |  | For the Year Ended December 31, |       
|--------------------------------------------------------------------------- |  | ------------------------------- | ------
|                                                                            |  |                                 |       
|(In thousands)                                                              |  |                                 | 2002  
|                                                                            |  |                                 |       
|Cash flows from operating activities:                                       |  |                                 |       
|Net income attributable to common OP Unitholders                            |  | $                               | 18,714
|Adjustments to reconcile net income attributable to common
OP               |  |                                 |       
|Unitholders to net cash provided by operating activities:                   |  |                                 |       
|Non-cash items included in discontinued operations                          |  | (6,201                          | )     
|Equity in (income)/loss of CSI                                              |  | 2,466                           |       
|Share of loss from NTandem                                                 |  | 412                             |       
|Impairment / net gain (loss) on sales of properties                         |  | (1,435                          | )     
|Cumulative effect of accounting change                                      |  | 1,014                           |       
|Bad debt expense                                                            |  | 3,486                           |       
|Depreciation and amortization from continuing operations                    |  | 70,170                          |       
|Amortization of debt issuance costs                                         |  | 3,975                           |       
|(Increase) decrease in operating assets                                     |  | 1,915                           |       
|Decrease in operating liabilities                                           |  | (2,191                          | )     
|                                                                            |  |                                 |       
|Net cash provided by operating activities                                   |  | 92,325                          |       
|                                                                            |  |                                 |       
|                                                                            |  |                                 |       
|Cash flows from investing activities:                                       |  |                                 |       
|Net proceeds from dispositions of rental properties                         |  | 47,899                          |       
|Collection of amounts held in escrow, from prior year property dispositions |  | 10,660                          |       
|Acquisitions of rental properties and land to be developed                  |  | (9,476                          | )     
|Additions to rental properties and equipment                                |  | (29,693                         | )     
|Investments in and advances to affiliates                                   |  | (8,488                          | )     
|Acquisition of CWS                                                          |  |                                |       
|Payments/(advances) on notes receivables, net                               |  | 1,856                           |       
|                                                                            |  |                                 |       
|Net cash provided by (used in) investing activities                         |  | 12,758                          |       
|                                                                            |  |                                 |       
|                                                                            |  |                                 |       
|Cash flows from financing activities:                                       |  |                                 |       
|Borrowings on lines of credit                                               |  | 260,205                         |       
|Payments on lines of credit                                                 |  | (256,175                        | )     
|Principal payments on debt                                                  |  | (4,206                          | )     
|Payments on acquisition facility                                            |  | (162,700                        | )     
|Proceeds from the issuance of debt                                          |  | 125,000                         |       
|Payoff of debt                                                              |  | (1,751                          | )     
|Payment of debt issuance costs                                              |  | (3,246                          | )     
|Settlement of hedge transaction                                             |  |                                |       
|Distributions to OP Unitholders                                             |  | (57,923                         | )     
|OP Units repurchased and retired                                            |  | (2,775                          | )     
|Exercise of Chateaus common stock options and other                        |  | 452                             |       
|                                                                            |  |                                 |       
|Net cash provided by (used in) financing activities                         |  | (103,119                        | )     
|                                                                            |  |                                 |       
|Increase (Decrease) in cash and cash equivalents                            |  | 1,964                           |       
|Cash and cash equivalents, beginning of period                              |  | 61                              |       
|                                                                            |  |                                 |       
|Cash and cash equivalents, end of period                                    |  | $                               | 2,025 
|                                                                            |  |                                 |       
|Supplemental information:                                                   |  |                                 |       
|Cash paid for interest, net of amounts capitalized                          |  | $                               | 65,785
|                                                                            |  |                                 |       
|Fair market value of OP Units issued for
acquisitions/development           |  | $                               | 1,956 
|                                                                            |  |                                 |       
|Debt assumed in connection with acquisitions and development                |  | $                               |      
|                                                                            |  |                                 |       
|Notes payable issued in connection with acquisitions                        |  | $                               |      
|                                                                            |  |                                 |       
|Notes receivable issued in connection with acquisitions and dispositions    |  | $                               |      
|                                                                            |  |                                 |       
|Note receivable used in consideration of acquisition                        |  | $                               |      
|                                                                            |  |                                 |       
|Officer note receivable satisfied by return of collateral                   |  | $                               | 1,634 
|                                                                            |  |                                 |       

The accompanying notes are an integral part of the
financial statements.

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS

1.Organization and Formation of Company:

CP Limited Partnership (the Company) is a limited partnership that was formed by Chateau Communities, Inc. (Chateau), a real estate investment trust, as general partner
and Chateau Estates, as the initial limited partner, on September 16, 1993. The Company considers itself to be engaged in only one industry segment. The Company is engaged in the business of owning and operating manufactured housing community
properties. As of December 31, 2002, the Company owned 204 properties containing an aggregate of 68,016 homesites and 1,359 park model/RV sites, located in 32 states. Approximately 28% of these homesites were in Florida, 25% were in Michigan, 9%
were in Georgia, 5% were in Texas, 5% were in Colorado, and 3% were in Indiana. The Company also fee managed 35 properties containing an aggregate of 7,834 homesites. A manufactured housing community is real estate designed and improved with sites
for placement of manufactured homes. The owner of the home leases the site from the Company, generally for a term of one year or less.

2.Summary of Significant Accounting Policies:

Basis of
Presentation

The accompanying consolidated financial statements include all accounts of the Company, and its subsidiaries. Chateau and ROC Communities, Inc. are general partners.
As of December 21, 2002, Chateau owned on a combined basis, an 84% general partner interest. Pursuant to the terms of the operating partnership agreement, the Company is required to reimburse Chateau for the net expenses incurred by Chateau. Amounts
paid on behalf of Chateau by the Company are reflected in the statement of income as general and administrative expenses. The balance sheet of Chateau as of December 31, 2002 is identical to the accompanying balance sheet of the Company, except as
follows:



|                                             |  | (in thousands)                       |        
|-------------------------------------------- |  | ------------------------------------ | -------
|                                             |  |                                      |        
|                                             |  | As Presented HereinDecember 31, 2002 |        
|                                             |  |                                      |        
|Minority interests in CP Limited Partnership |  | $                                    |       
|                                             |  |                                      |        
|                                             |  |                                      |        
|Equity :                                     |  |                                      |        
|General partner                              |  | $                                    | 301,239
|Limited partners                             |  | 134,477                              |        
|Common stock                                 |  |                                     |        
|Additional paid-in capital                   |  |                                     |        
|Dividends in excess of accumulated earnings  |  |                                     |        
|Accumulated other comprehensive income       |  |                                     |        
|Notes receivable from stock option exercises |  |                                     |        
|                                             |  |                                      |        
|                                             |  |                                      |        
|Partners capital/shareholders equity       |  | $                                    | 435,716
|                                             |  |                                      |        

All significant inter-entity balances and transactions have been
eliminated in consolidation.

The Company conducts manufactured home sales and brokerage activities through its taxable service corporation, Community Sales, Inc.
(CSI). The Company owns 100% of the preferred stock of CSI and is entitled to 100% of its cash flow and economics. The Company accounts for its investment in CSI utilizing the equity method of accounting, since the Company does not own
any of the voting common stock of CSI. Equity earnings or losses are recorded as Management fee and other income in the accompanying Consolidated Statements of Income.

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,
Continued

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions. These estimates may affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. Those estimates may be affected by certain risks and uncertainties, including but not limited to: national, regional and local economic climates, competition of other forms of
single or multi-family housing, changes in market rental rates, supply and demand for affordable housing, the ability of manufactured home buyers to obtain financing, our ability to maintain rental rates and occupancy, the level of repossessions by
manufactured home lenders, changes in interest rates, the pace of dispositions and the condition of capital markets.

Certain reclassifications have been made to the prior year
information to conform to the current year presentation. These reclassifications have no impact on net operating results previously reported.

Revenue Recognition

Rental income is recognized when earned and due from residents. The leases entered into by residents for the rental of a site are generally for terms not longer than one year and are renewable
upon the consent of both parties or, in some instances, as provided by statute. Rent received in advance is deferred and recognized in income when earned.

Income Taxes

The Company is not liable for Federal income taxes as the partners recognize their proportionate share of income or loss in their tax returns. Therefore, no provision for income
taxes is included in the Companys financial statements.

Rental Property

Rental property is carried at
cost less accumulated depreciation. Management evaluates the recoverability of its investment in rental property whenever events or changes in circumstances indicate that full asset recoverability is questionable. Managements assessment of the
recoverability of its rental property includes, but is not limited to, recent operating results, expected net operating cash flow and managements plans for future operations. In the event that facts and circumstances indicate that the carrying
amount of rental property may be impaired, an evaluation of recoverability would be performed. If an evaluation were required, the estimated future undiscounted cash flows associated with the asset would be compared to the assets carrying
amount to determine if a write down is required. If this review indicates that the assets will not be recoverable, the carrying value of the Companys assets would be reduced to their estimated market value.

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,
Continued

Rental properties consist of the following:



|                                                         |  | As of December 31, |          
|-------------------------------------------------------- |  | ------------------ | ---------
|                                                         |  |                    |          
|                                                         |  | 2002               |          
|                                                         |  |                    |          
|                                                         |  |                    |          
|Construction in progress and land for future development |  | $                  | 41,751   
|Land                                                     |  | 207,137            |          
|Manufactured home community improvements                 |  | 1,274,195          |          
|Community buildings                                      |  | 116,587            |          
|Furniture and other equipment                            |  | 42,545             |          
|                                                         |  |                    |          
|Total rental property                                    |  | 1,682,215          |          
|                                                         |  |                    |          
|Less accumulated depreciation                            |  | (346,583           | )        
|                                                         |  |                    |          
|                                                         |  |                    |          
|Net rental property                                      |  | $                  | 1,335,632
|                                                         |  |                    |          

Rental properties include $23 million of construction in progress and
land for future development and $62 million of finish costs for eleven developments in the greenfield portfolio, and two future greenfield developments that have not commenced actual site development.

Rental Property Held for Sale / Discontinued Operations

A property is classified as held for sale when certain criteria are met. Assets held for
sale are carried at the lower of book value or fair value less costs to sell the assets. If the carrying value exceeds the fair value of an asset held for sale an impairment charge would be recorded and included in discontinued operations in the
Consolidated Statements of Income. Income from discontinued operations includes the results of operations through the property sale date (if the property was sold prior to December 31, 2002) and the results of operations for the properties held for
sale at December 31, 2002 through that date.

Depreciation

Depreciation on manufactured home communities
is computed primarily on the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the various classes of rental property assets are primarily as follows:



|Class of Asset                           |  | Estimated UsefulLives (Years) | 
|---------------------------------------- |  | ----------------------------- | 
|                                         |  |                               | 
|Manufactured home community improvements |  | 20 to 30                      | 
|Community buildings                      |  | 25 to 30                      | 
|Furniture and other equipment            |  | 3 to 10                       | 
|Computer software and hardware           |  | 3 to 7                        | 

Maintenance, repairs, and minor improvements to rental properties are expensed when incurred. Major improvements and renewals are capitalized and depreciated over their estimated useful lives. When rental property assets are sold or otherwise
retired, the cost of such assets, net of accumulated depreciation, compared to the sales proceeds, are recognized in income as gains or losses on disposition.

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,
Continued

Capitalized Interest

Interest is capitalized on development projects during periods of
construction through the substantial completion of the phase. Interest capitalized by the Company for the years ended December 31, 2002, 2001, and 2000, was $3,322,000, $4,368,000, and $1,646,000, respectively.

Cash Equivalents

All highly liquid investments with an initial maturity of three months or less are considered to be cash
equivalents.

Debt Issuance Costs

Costs incurred to obtain financing are deferred and amortized on a
straight-line basis, which approximates the effective interest method, over the term of the related loans or agreements. These costs, net of accumulated amortization, are included in Prepaid expenses and other assets in the accompanying Consolidated
Balance Sheets.

Fair Value of Financial Instruments

The fair value of the Companys financial
instruments other than debt approximate their carrying values at December 31, 2002 and 2001. The fair value of the Companys debt at both December 31, 2002 and 2001 was estimated to be $1.1 billion, based on current interest rates for
comparable loans.

Stock Options

As the Company is a consolidated subsidiary of Chateau, Chateau has
granted stock options to employees of the consolidated group and Chateau has applied Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees, the Company is also permitted to and has also elected to
apply APB 25 and its related Interpretations. As the exercise price of stock options granted equals the fair market value of the underlying Chateau stock at the date of grant, no compensation expense is recorded in the Companys financial
statements related to stock options grants.

Derivatives

All derivatives are recorded on the balance sheet
at fair value as an asset or liability, with an offset to accumulated other comprehensive income or income. Upon adoption of SFAS No. 138, on January 1, 2001, the Company recorded a transition adjustment of $658,000 as a cumulative effect to
accumulated other comprehensive income, which is included in the partners capital section of the Consolidated Balance Sheets. The cumulative effect adjustment relates to net deferred gains on prior hedges of anticipated refinancing of debt
which had been completed at the date of adoption. The amount in the accumulated other comprehensive income account will be amortized over the remaining life of the related debt instruments.

In assessing the fair value of its financial instruments, both derivative and non-derivative, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each balance
sheet date. Primarily, the Company uses quoted market prices or quotes from brokers or dealers for the same or similar instruments. These values represent a general approximation of possible value and may never actually be realized.

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,
Continued

Comprehensive Income

Comprehensive income is defined as all changes in partners
capital, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income and changes in certain assets and liabilities that are reported directly in partners capital such as changes in the fair
value of derivatives.

Goodwill

The Company adopted the provisions of SFAS No. 142, Goodwill and Other
Intangible Assets (SFAS 142), as of January 1, 2002. Under the new rules, goodwill and intangible assets deemed to have indefinite lives are no longer amortized, instead being subject to impairment tests at least annually.

SFAS 142 requires the Company to test goodwill for impairment using a two-step process. The first step is a screen for potential impairment, while the second step measures the amount of
impairment. The Company completed the first step of the goodwill impairment testing by the end of the second fiscal quarter. As a result of performing the first step of goodwill impairment testing, the Company identified impairment
related to the goodwill associated with CSIs only company-owned home sales dealership. As allowed under the transitional provisions of SFAS No. 142, the Company completed the second step in the third quarter 2002. As a result of
this test, impairment of approximately $1.0 million was recognized. The impairment loss has been recorded in the first quarter of 2002 as a Cumulative effect of a change in accounting principle in the Consolidated Statements of Income.

Recently Issued Accounting Standards

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (SFAS 146). This statement requires that a liability for a cost that is associated with an exit or disposal activity be recognized when the liability is incurred. This statement nullifies the guidance of the
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in Restructuring). Under EITF No. 94-3,
an entity recognized a liability for an exit cost on the date that the entity committed itself to an exit plan. SFAS No. 146 acknowledges that an entitys commitment to a plan does not, by itself, create a present obligation to other parties
that meets the definition of a liability. SFAS No. 146 also establishes that fair value is the objective for the initial measurement of the liability. The Company elected to early adopt SFAS No. 146 for the year ended December 31, 2002.

In November 2002, the FASB issued FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others
(FIN 45). FIN 45 is intended to expand on existing disclosure requirements, and it requires a company to recognize liabilities for the fair value or market value of its obligations under a guarantee when the guarantee is issued. It does
not address the subsequent measurement of the guarantors recognized liability over the term of the guarantee. FIN 45 is effective January 1, 2003 on a prospective basis only, with the exception of the disclosure requirements, which are
effective for financial statements at and for the period ended December 31, 2002. Management does not expect the adoption of this statement to have a material impact on the Companys financial statements.

In December 2002, the FASB issued SFAS No. 148 Accounting for Stock-Based Compensation  Transition Disclosure  an amendment of FASB Statement No. 123 (SFAS No. 148). SFAS No.
148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. The Company has not elected to
adopt this standard for the year ended December 31, 2002.

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,
Continued

In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities (FIN 46). A variable interest entity is a corporation, partnership,
trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities.
A variable interest entity often holds financial assets, including loans or receivables, real estate or other property. A company that consolidated a variable interest entity is called the primary beneficiary. Previous practice has dictated that one
company would include another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 changes that by requiring a variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entitys activities or entitled to receive a majority of the entitys residual returns or both. FIN 46 also requires disclosures about variable interest entities that the
company is not required to consolidate but in which it has a significant variable interest. The adoption of this statement may require the consolidation of CSI, which is currently accounted for under the equity method.

3.Severance and Related Costs:

During 2002, the Company incurred severance costs of $1.3 million from the resignation of Chateaus Chief Executive Officer. Also in 2002, the Company incurred organizational restructuring costs,
the majority of which are one-time termination benefits for employees terminated prior to December 31, 2002. The total amount incurred in connection with the restructuring was estimated at $1.1 million, of which approximately $400,000 was paid as of
December 31, 2002.

4.Acquisitions of Rental
Property:

Acquisition of CWS

On August 3, 2001 the Company
purchased CWS Communities Trust (CWS), a private real estate investment trust for $552 million, consisting of $323 million in cash (including the payoff of $20 million in debt), $151 million in assumed liabilities, 2,040,878 OP Units
(valued for purposes of the transaction at $30.935 per OP Unit) and $9.9 million in 7.5% Unsecured Installment Notes due 2012 (the 7.5% Notes). The portfolio consisted of 46 manufactured home communities in 11 states, with approximately
16,600 homesites and 1,518 expansion sites and three RV communities with 431 RV sites. The Company financed the cash portion of this transaction primarily through borrowings on a $323 million bridge facility (the Acquisition Facility),
which carried an interest rate of LIBOR plus 120 basis points, and was scheduled to mature August 2, 2002. The Company repaid the Acquisition Facility with the proceeds of $150 million of senior unsecured notes issued October 2001, dispositions, and
a term loan issued in May 2002. Subsequent to the acquisition, the Company has disposed of seven CWS properties, which includes four manufactured home communities and three RV communities, and one parcel of land.

In connection with the CWS acquisition, the following related transactions occurred:

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##### Table of Contents

CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,
Continued

The Company acquired an aggregate of $26 million in principal amount of loans held by CWS. These loans were made to former limited partners in the CWS operating
partnership (CWS OP), including Steven J. Sherwood who became the Chairman of Chateaus Board of Directors on February 27, 2003. Mr. Sherwood and his affiliates currently owe approximately $10 million under these loans. Prior
to the closing of the CWS acquisition, these loans were secured by limited partner interests in the CWS operating partnership. At the closing of the CWS acquisition, the borrowers under these loans agreed to, among other things, replace the
collateral that had been securing these loans with OP Units in the Company, with the number of OP Units pledged being equal to the principal amount of the loans as of the closing date divided by $27.17. Upon any payment of principal under these
loans, a Company subsidiary has the option to acquire, at a price of $27.17 OP Unit (subject to certain adjustments), the number of pledged OP Units equal to 50% (subject to certain adjustments) of the amount of the principal payment divided by
$27.17. The loans are non-recourse to the borrowers, except for (i) interest, (ii) 50% of the amount by which the principal due exceeds the value of the pledged collateral as of the payment date, (iii) collection expenses and (iv) specified costs.
The maturity dates of these loans range between June 14, 2009 and September 26, 2010. The maturity dates may be extended at the option of the borrower, subject to certain conditions, for one ten-year and one-five-year renewal periods. These loans
bear initial interest rates of 6.25% or 6.5%, increasing at increments of 25 basis points on each anniversary of each loan, but not to exceed 7.5%, and are included in Investment in and advances to affiliates in the accompanying Consolidated Balance
Sheets (see Note 7).

The Company agreed to issue to the holders of the 7.5% Notes, an aggregate of 309,371 OP Units, for an aggregate purchase price of approximately $9.6 million paid
to the Company through the issuance of 7.5% promissory notes due 2010 secured by the OP Units held by the obligor. The Company has issued $9,570,000 of such notes/OP Units and the notes are included in Investment in and advances to
affiliates.

The total CWS purchase price and liabilities assumed was allocated as follows:



|Rental property     |  | $      | 519,691 | 
|------------------- |  | ------ | ------- | 
|Net working capital |  | 32,299 |        
|                    |  |        |        
|                    |  | $      | 551,990 | 
|                    |  |        |         | 

The following unaudited pro forma income statement information has been
prepared as if the CWS Acquisition and related transactions had occurred on January 1, 2000. In addition, the pro forma information is presented as if the acquisition of eight properties made in 2000 by CWS and the disposition of certain CWS
properties by the Company in 2001 had occurred on January 1, 2000. The information presented was not adjusted for any dispositions or financing transactions completed in 2002. The pro forma income statement information is not necessarily indicative
of the results that actually would have occurred if the CWS acquisition had been consummated on January 1, 2000.

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued



|(in thousands, except per OP Unit data)                |  |                                
|------------------------------------------------------ |  | -------------------------------
|                                                       |  | For the Year Ended December 31,
|                                                       |  |                                
|                                                       |  | 2001                           
|                                                       |  |                                
|                                                       |  |                                
|Revenues                                               |  | $                              
|Total expenses*                                        |  | 246,396                        
|                                                       |  |                                
|Net Income**                                           |  | $                              
|                                                       |  |                                
|Earning per OP Unit - basic                            |  | $                              
|                                                       |  |                                
|Earnings per OP Unit - diluted                         |  | $                              
|                                                       |  |                                
|Weighted average common OP Units outstanding - basic   |  | 34,811                         
|                                                       |  |                                
|Weighted average common OP Units outstanding - diluted |  |                                
|                                                       |  |                                

______________

*Includes depreciation of $69,639 and $64,688 for the year
ended December 31, 2001 and 2000, respectively.

**After
impairment/gain on disposition of properties and allocation to Preferred OP Units.

Other Acquisitions

The following table summarizes acquisitions, other than CWS, made by the Company:



|(Dollars in thousands) |  |                      |  |                |  |       |  |                                  |        |                                    |   |             |  |         
|---------------------- |  | -------------------- |  | -------------- |  | ----- |  | -------------------------------- | ------ | ---------------------------------- | - | ----------- |  | --------
|Acquisition Date       |  | Number ofCommunities |  | Number ofSites |  | State |  | AmountAllocated toAssetsAcquired |        | Fair MarketValue of OPUnits
Issued |   | DebtAssumed |  | Cash (3)
|                       |  |                      |  |                |  |       |  |                                  |        |                                    |   |             |  |         
|November 2002 (1)      |  | 2                    |  | 285            |  | AZ    |  | $                                | 6,804  |                                    | $ |            |  | $       
|October 2001 (2)       |  | 1                    |  | 401            |  | CO    |  | $                                | 14,160 |                                    | $ | 1,555       |  | $       
|May 2001               |  | 1                    |  | 756            |  | GA    |  | $                                | 23,837 |                                    | $ | 8,534       |  | $       
|April 2001             |  | 1                    |  | 288            |  | IN    |  | $                                | 5,400  |                                    | $ |            |  | $       
|December 2000          |  | 1                    |  | 295            |  | GA    |  | $                                | 2,550  |                                    | $ | 17          |  | $       
|February 2000          |  | 1                    |  | 115            |  | AL    |  | $                                | 1,600  |                                    | $ |            |  | $       

(1)The Company purchased these properties from NTandem Trust (NTandem). See Note 7 for additional information on
NTandem. These properties were purchased in order to facilitate a Section 1031 tax-free exchange related to a CWS property sold earlier in the year.

(2)The Company purchased the remaining interests in the joint venture, including a note receivable to the Company.

(3)The cash used to finance the Companys acquisitions was provided by
borrowings on its lines of credit.

5.Rental
Property Held for Sale / Discontinued Operations:

In the third quarter of 2001, the Company implemented a disposition strategy related to a number of mature properties
that no longer fit the Companys overall strategic objectives or operating standards. The following table summarizes dispositions made by the Company:

39



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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued



|(Dollars in thousands) |  |         |                      |       |                |    |       |        |                  |        |                     
|---------------------- |  | ------- | -------------------- | ----- | -------------- | -- | ----- | ------ | ---------------- | ------ | --------------------
|Disposition Date       |  |         | Number ofCommunities |       | Number ofSites |    | State |        | Gross SalesPrice |        | Gain / (Loss)on Sale
|                       |  |         |                      |       |                |    |       |        |                  |        |                     
|December 2002          |  | 1       |                      | 197   |                | MI |       | $      | 3,500            |        | $                   
|December 2002          |  | 1       |                      | 438   |                | FL |       | 5,500  |                  | 4,813  |                     
|November 2002          |  | 1       |                      | 73    |                | FL |       | 850    |                  | (294   | )                   
|September 2002         |  | 1       |                      | 150   |                | GA |       | 2,600  |                  | 70     |                     
|September 2002         |  | 1       |                      | 112   |                | FL |       | 1,850  |                  | (165   | )                   
|September 2002         |  | land    |                      |      |                | FL |       | 330    |                  | 194    |                     
|August 2002            |  | 2       |                      | 496   |                | TX |       | 6,900  |                  | 2,366  |                     
|August 2002            |  | 2       |                      | 225   |                | TX |       | 3,300  |                  | 472    |                     
|July 2002              |  | 1       |                      | 262   |                | OH |       | 4,860  |                  | 1,024  |                     
|July 2002              |  | land    |                      |      |                | TX |       | 1,800  |                  | (111   | )                   
|*June 2002             |  | 1       |                      | 102   |                | IN |       | 2,150  |                  | 500    |                     
|June 2002              |  | land    |                      |      |                | CO |       | 2,500  |                  |       |                     
|May 2002               |  | 1       |                      | 297   |                | TX |       | 7,450  |                  | (212   | )                   
|*March 2002            |  | 1       |                      | 222   |                | MT |       | 4,000  |                  | 1,300  |                     
|*January 2002          |  | 2       |                      | 399   |                | GA |       | 2,300  |                  | (2,201 | )                   
|                       |  |         |                      |       |                |    |       |        |                  |        |                     
|2002 totals            |  | 15      |                      | 2,973 |                |    |       | $      | 49,890           |        | $                   
|*December 2001         |  | 3       |                      | RV    |                | CO |       | 11,000 |                  | 38     |                     
|*December 2001         |  | partial |                      | 89    |                | NY |       | 900    |                  | (817   | )                   
|*December 2001         |  | 1       |                      | 235   |                | NY |       | 4,500  |                  | 965    |                     
|*December 2001         |  | 1       |                      | 158   |                | KY |       | 2,410  |                  | 383    |                     
|*November 2001         |  | 1       |                      | 253   |                | TX |       | 5,500  |                  | 17     |                     
|*September 2001        |  | 1       |                      | 520   |                | FL |       | 18,000 |                  |       |                     
|                       |  |         |                      |       |                |    |       |        |                  |        |                     
|2001 totals            |  | 7       |                      | 1,255 |                |    |       | $      | 42,310           |        | $                   
|                       |  |         |                      |       |                |    |       |        |                  |        |                     
|Grand total            |  | 22      |                      | 4,228 |                |    |       | $      | 92,200           |        | $                   
|                       |  |         |                      |       |                |    |       |        |                  |        |                     

*Disposition is not included in discontinued operations.

As of December 31, 2002, the
Company reclassified two assets from rental property to rental property held for sale. As a result, the Company evaluated the carrying value of these assets and recognized an asset impairment charge of approximately $1.8 million.

6.Notes Receivable:

Notes receivable are from entities that are not affiliated with the Company and all own, or are developing, manufactured home communities. These notes are collateralized by manufactured home
communities or by partnership interests in partnerships that own manufactured home communities. These notes have a weighted average interest rate of 10.3% and mature between 2003 and 2022. Management has evaluated the collectibility of these notes
and has determined that no valuation allowance is necessary.

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##### Table of Contents

CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued

7.Investments
in and Advances to Affiliates:

Investments in and advances to affiliates as of December 31, consisted of the following:

|                                   |  | 2002   |         | 2001  
|---------------------------------- |  | ------ | ------- | ------
|                                   |  |        |         |       
|                                   |  |        |         |       
|Community Sales, Inc. (CSI)      |  | $      | 31,484  |       
|NTandem Trust (NTandem)        |  | 36,514 |         | 33,348
|Notes Receivables  OP Unitholders |  | 35,570 |         | 35,570
|Other                              |  | 8,486  |         | 10,717
|                                   |  |        |         |       
|                                   |  | $      | 112,054 |       
|                                   |  |        |         |       

CSI

Advances to CSI are primarily used to finance inventory and rental homes of approximately $25.6 million, net of a reserve of $2 million, and mortgages receivable of approximately $4.5 million. These advances have an
interest rate of prime plus 1% (5.25 % as of December 31, 2002).

The condensed results of operations for CSI, for the years ended December 31, are as follows (in thousands,
except number of homes):



|                                       |  | 2002    |        | 2001   |   | 2000   |  
|-------------------------------------- |  | ------- | ------ | ------ | - | ------ | -
|                                       |  |         |        |        |   |        |  
|                                       |  |         |        |        |   |        |  
|Sales                                  |  | $       | 33,356 |        | $ | 35,987 |  
|Cost of sales                          |  | 26,263  |        | 29,357 |   | 23,825 |  
|                                       |  |         |        |        |   |        |  
|Gross margin                           |  | 7,093   |        | 6,630  |   | 5,584  |  
|                                       |  |         |        |        |   |        |  
|Other revenue                          |  | 1,989   |        | 1,830  |   | 1,607  |  
|Other expenses                         |  | (11,548 | )      | (8,446 | ) | (6,219 | )
|                                       |  |         |        |        |   |        |  
|Income / (loss)                        |  | (2,466  | )      | 14     |   | 972    |  
|                                       |  |         |        |        |   |        |  
|Cumulative effect of accounting change |  | (1,014  | )      |       |   |       |  
|                                       |  |         |        |        |   |        |  
|Net income / (loss)                    |  | $       | (3,480 | )      | $ | 14     |  
|                                       |  |         |        |        |   |        |  
|                                       |  |         |        |        |   |        |  
|Number of home sales:                  |  |         |        |        |   |        |  
|New                                    |  | 318     |        | 428    |   | 403    |  
|Pre-owned                              |  | 474     |        | 256    |   | 160    |  
|Brokered                               |  | 1,486   |        | 1,221  |   | 1,198  |  
|                                       |  |         |        |        |   |        |  
|Total                                  |  |         | 2,278  |        |   | 1,905  |  
|                                       |  |         |        |        |   |        |  

NTandem

The Company currently owns approximately 19% of NTandems outstanding equity, wholly owns NTandems external advisor and provides management and other services to NTandem for a fee. As such,
the Company possesses significant influence over the operating and financial decisions of NTandem, and accordingly, accounts for its investment in NTandem utilizing the equity method of accounting. The Company also recognizes income from
a property management agreement, an advisory agreement and interest income on advances as earned, as more fully outlined in Note 13.

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued

The Company has loaned NTandem approximately $27 million and advanced an additional $10.8 million over the past several years. The loan is
due December 2003, is unsecured and bears interest at the prime rate of interest plus one percent per annum (5.25% at December 31, 2002). As of December 31, 2002, NTandem owned 33 communities with 7,457 homesites.

Notes Receivable  OP Unitholders

These notes are loans to former CWS OP Unitholders of $26 million (the $26
Million Notes) and promissory notes of $9.6 million (the $9.6 Million Notes) (see note 4). The collateral for the loans are the OP Units held by the former CWS shareholders. The loan agreements provide for principal payment of the
loans through the use of the collateral or cash. Interest on the $26 Million Notes is payable quarterly at an annual rate that increases by one-quarter of one percent on each anniversary date of the loan agreement up to a maximum of 8.25% (6.58%
average rate for 2002) and 7.5% on the $9.6 Million Notes. The Company earned $2.4 million of interest income for these notes in 2002.

8.Financing:

The following table sets forth certain
information regarding debt at December 31:



|                            |  | WeightedAverageInterest
Rate |               |           |           | Principal Balance(In thousands) |     
|--------------------------- |  | ---------------------------- | ------------- | --------- | --------- | ------------------------------- | ----
|                            |  |                              |               |           |           |                                
|                            |  |                              | Maturity Date |           | 2002      |                                 | 2001
|                            |  |                              |               |           |           |                                 |     
|                            |  |                              |               |           |           |                                 |     
|Fixed rate mortgage notes   |  |                              | 7.70          | %         | 2003-2011 |                                 | $   
|Unsecured senior notes      |  | 7.52                         | %             | 2003-2021 |           | 470,000                         |     
|Unsecured installment notes |  | 7.50                         | %             | 2012      |           | 9,662                           |     
|                            |  |                              |               |           |           |                                 |     
|Total fixed rate debt       |  |                              |               |           |           | 759,635                         |     
|Unsecured term loan         |  | 2.96                         | %             | 2004      |           | 125,000                         |     
|Unsecured lines of credit   |  | 2.72                         | %             | 2003-2005 |           | 129,174                         |     
|                            |  |                              |               |           |           |                                 |     
|Total variable rate debt    |  |                              |               |           |           | 254,174                         |     
|                            |  |                              |               |           |           |                                 |     
|                            |  |                              |               |           |           |                                 | $   
|                            |  |                              |               |           |           |                                 |     

The Company has a line of credit available with Bank One, N.A., acting
as lead agent. In May 2002, the Company increased the borrowing capacity to $175 million. The term of the facility was extended to February 2005 and the facility bears interest based on the Companys leverage and corporate rating. At December
31, 2002, interest was LIBOR plus 115 basis points. In addition the Company has currently a $7.5 million revolving line of credit (together with the BankOne credit facility, Credit Facilities). As of December 31, 2002 the Company had
approximately $129 million outstanding under our Credit Facilities and had available $53.5 million in additional borrowing capacity.

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##### Table of Contents

CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued

The following table summarizes significant debt issuances and the related use of proceeds made during the year ended December 31, 2002 and
2001:



|Transaction Date |  | OriginalAmount |  | InterestRate   |  | Classification       |  | ExpirationDate |  | Use of Proceeds                                | 
|---------------- |  | -------------- |  | -------------- |  | -------------------- |  | -------------- |  | ---------------------------------------------- | 
|                 |  |                |  |                |  |                      |  |                |  |                                                | 
|May 2002         |  | $125,000       |  | LIBORplus140bp |  | Term loan            |  | 2004           |  | Repay Acquisition Facility                     | 
|October 2001     |  | 150,000        |  | 7.14%          |  | Senior unsecured     |  | 2011           |  | Repay portion of Acquisition Facility          | 
|October 2001     |  | 50,000         |  | 8.65%          |  | Senior unsecured     |  | 2021           |  | Repay a portion of 7.54% debt maturing in 2003 | 
|August 2001      |  | 323,000        |  | LIBORplus150bp |  | Acquisition Facility |  | 2002           |  | CWS Acquisition                                | 

In
connection with the debt issuance of $150 million, the Company entered into a hedge of forecasted interest payments. At the time of closing, there was an accumulated hedge loss of $7.1 million that was recorded in accumulated other comprehensive
income and will be amortized over the life of the debt.

The Company has $100 million 6.44% MandatOry Par Put Remarketed Securitiessm (MOPPRSsm)
due December 10, 2014. The remarketing dealer paid the Company $2 million for the right to remarket the securities in 2004. The remarketing fee is being amortized over the life of the related debt. Upon the remarketing dealers election to
remarket the MOPPRSsm, the interest rate to the December 10, 2014 maturity date of the MOPPRSsm will be adjusted to equal the sum of 5.75% plus the Applicable Spread (as defined in the remarketing agreement). In the event the
remarketing dealer does not elect to remarket the MOPPRSsm, the MOPPRSsmwill mature in 2004.

As of December 31, 2002 the Company has a total of 38
collateralized properties.

The unsecured financing arrangements contain customary covenants, including a debt service coverage ratio, a distribution payout ratio, a minimum
value of unencumbered assets, and a restriction on the incurrence of additional indebtedness without a corresponding increase in rental property. The BankOne Credit Facility and Term Loan were amended effective December 31, 2002. These amendments
modified three covenants through June 30, 2004. These amendments resulted in additional restrictions on the repurchase of OP Units and borrowing capacity, as well as, adjusted interest rates based on leverage and corporate rating of the Company. The
borrowing capacity on the Bank One Credit Facility is restricted by $10 million a month, beginning in April, to ensure availability of $50 million under the Credit Facility in August 2003 upon maturity of $50 million of senior unsecured notes.
Subsequent to the repayment, borrowing capacity will be restored to $175 million. The capacity will then be restricted by $20 million through November 2003 to ensure adequate borrowing capacity upon maturity of $20 million of senior unsecured debt.
Subsequent to that repayment, the borrowing capacity will be restored to $175 million. After the repayment of the 2003 maturities, the Company will be required to utilize the next $35 million of proceeds from property dispositions to pay down the
Term Loan.

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued

In addition, there were several covenants regarding leverage ratios with $70 million of senior unsecured debt with one lender. The debt is
scheduled to mature $20 million in November 2003 and $50 million in October 2021. Effective December 31, 2002, the Company received waivers for these covenants and amended the covenants going forward. The amended agreements no longer have any
covenants related to leverage, but cause the interest rate to increase, up to 200 basis points, based on leverage and corporate investment ratings. Also, the lender was given the option to convert the $50 million of unsecured debt to secured debt.
Effective March 2003, the lender has exercised that option and the Company is currently in the process of identifying several adult communities to serve as collateral for that loan. The transaction is expected to be completed in the second quarter
of 2003.

The aggregate amount of principal maturities for the fixed rate debt, including the unsecured senior notes and unsecured installment notes, subsequent to December 31,
2002 (in thousands) is as follows:



|2003       |  | $       | 76,182  | 
|---------- |  | ------- | ------- | 
|2004       |  | 113,906 |        
|2005       |  | 109,628 |        
|2006       |  | 11,657  |        
|2007       |  | 3,434   |        
|Thereafter |  | 444,828 |        
|           |  |         |        
|           |  | $       | 759,635 | 
|           |  |         |         | 

9.Capital Transactions:

The
following table represents the changes in the Companys outstanding common OP Units for the years ended December 31, 2002, 2001, and 2000 (in thousands).



|                                                                      |  | 2002   |   | 2001   |  | 2000   |  
|--------------------------------------------------------------------- |  | ------ | - | ------ |  | ------ | -
|                                                                      |  |        |   |        |  |        |  
|                                                                      |  |        |   |        |  |        |  
|Common OP Units outstanding at January 1                              |  | 35,022 |   | 32,124 |  | 32,131 |  
|Units repurchased and retired                                         |  | (154   | ) |       |  | (454   | )
|Units issued in connection with acquisitions                          |  | 71     |   | 2,751  |  | 28     |  
|Units issued through awards and the exercise of Chateau stock options |  | 21     |   | 147    |  | 419    |  
|                                                                      |  |        |   |        |  |        |  
|Common OP Units outstanding at December 31                            |  | 34,960 |   | 35,022 |  | 32,124 |  
|                                                                      |  |        |   |        |  |        |  

The Company paid a distribution of $.55 per common OP Unit on April 15,
2002; July 15, 2002; and October 15, 2002 to OP Unitholders of record as of March 29, 2002; June 28, 2002; September 30, 2002, respectively. In addition, the Company declared a distribution of $.55 per common OP Units to OP Unitholders of record as
of January 15, 2003 to be paid January 31, 2003. These distributions are included in Distributions payable in the accompanying Consolidated Balance Sheets as of December 31, 2002.

The Company paid a distribution of $.545 per common OP Unit on April 16, 2001; July 16, 2001; October 15, 2001 and December 31, 2001 to OP Unitholders of record as of March 30, 2001; June 29, 2001; and September 30, 2001 and December 15,
2001, respectively.

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued

The notes receivable from Chateau stock option exercises bear interest, primarily at LIBOR plus 80 basis points, range in maturity dates from
2003 to 2005, are collateralized by the underlying common OP Units and are non-recourse to the borrower. In 2002, in connection with his termination, Chateaus Chief Executive Officer repaid his loan by surrendering the underlying common OP
Units. As the value of the collateral was not sufficient to repay the balance of the loan, and the loans are non-recourse to the borrower, the Company recognized approximately $300,000 of expense, which is included in Severance and related costs in
the Consolidated Statements of Income.

In 2000, the Company repurchased 453,900 OP Units for approximately $11.3 million.

Also included in partners capital in the accompanying Consolidated Balance Sheets are 1.5 million Preferred OP Units issued in April 1998. The balance at both December 31, 2002 and 2001 was approximately $73
million, issued with a coupon rate of 8.125%.

Basic and diluted earnings per OP Unit are summarized in the following table:



|                                             |  | For the Year Ended December 31,
|-------------------------------------------- |  | -------------------------------
|                                             |  |                                
|(In thousands, except OP Unit data)          |  |                                
|                                             |  |                                
|Basic earnings per OP Unit                   |  |                                
|Income from continuing operations            |  | $                              
|                                             |  |                                
|Weighted average common OP Units - Basic     |  | 35,083                         
|                                             |  |                                
|Per OP Unit                                  |  | $                              
|                                             |  |                                
|Diluted earnings per OP Unit                 |  |                                
|Income from continuing operations            |  | $                              
|                                             |  |                                
|Weighted average common OP Units outstanding |  | 35,083                         
|Chateau employee stock options               |  | 123                            
|                                             |  |                                
|Weighted average common OP Units - Diluted   |  | 35,206                         
|                                             |  |                                
|Per OP Unit                                  |  | $                              
|                                             |  |                                

10.Comprehensive Income:

In August 2001, the Company entered into a forward interest rate swap agreement to hedge the anticipated issuance of $150 million of senior notes, which were issued in October 2001. The purpose of the swap was to hedge future interest rate
payments on the fixed rate bonds to be issued. This swap is accounted for as a cash flow hedge, in accordance with SFAS No. 133. In accordance with SFAS No. 133, the Company recorded a loss on the swap of approximately $7.1 million as of the date of
the debt issuance in other comprehensive income, which is included in partners capital section of the Consolidated Balance Sheets. Under SFAS No. 133, the Company began amortizing the amounts in other comprehensive income related to this hedge
once the debt was issued.



45







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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued

Total comprehensive income for the year ended December 31, 2000 was equal to the net income. Total comprehensive income for the years ended December 31, 2002
and 2001 is summarized as follows (in thousands):



|                                                     |  | 2002 |        | 2001   |  
|---------------------------------------------------- |  | ---- | ------ | ------ | -
|                                                     |  |      |        |        |  
|Net income available to common OP Unitholders        |  | $    | 18,714 |        | $
|Add back: cumulative effect of adoption of SFAS 133  |  |     |        | 658    |  
|Add back: amortization of hedge loss                 |  | 979  |        | 143    |  
|Less: accumulated hedge loss on bond issue and other |  |     |        | (7,317 | )
|Less: adjustment for amounts included in net income  |  | (979 | )      | (143   | )
|                                                     |  |      |        |        |  
|Total comprehensive income                           |  | $    | 18,714 |        | $
|                                                     |  |      |        |        |  

11.Chateaus Stock Option Plans:

The
Company is a consolidated subsidiary of Chateau and employs all personnel within the consolidated Chateau entity. Chateau has granted certain employees of the Company stock options, which, if exercised, will allow employees of the Company to acquire
common stock in Chateau, and result in the issuance by the Company of OP Units to Chateau as general partner. Accordingly, the Company measures compensation cost using the intrinsic value method, in accordance with Accounting Principles Board
Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees.

Chateaus equity compensation plans, (collectively, the Plans)
provide for the grant of approximately 5.0 million options and restricted stock awards. The compensation committee of Chateaus Board of Directors approves the awards and determines the vesting schedule of each option and the term, which term
shall not exceed ten years from the date of grant.

During 2002, the shareholders of Chateau approved the 2002 Equity Compensation Plan, which allows for the issuance of up to
1.4 million shares of Chateaus common stock to key employees, directors and key consultants.

During 2001, Chateaus Board of Directors approved the 2001 Equity
Compensation Plan and the CWS Equity Compensation Plan, which provides for up to 500,000 and 55,000, shares of Chateaus common stock, respctively, that may be granted to key employees other than directors and executive officers.

Information concerning Chateaus stock options is as follows:



|                                        |  | 2002      |   | 2001                 |       | 2000     |          
|--------------------------------------- |  | --------- | - | -------------------- | ----- | -------- | ---------
|                                        |  |           |   |                      |       |          |          
|Shares subject to option:               |  | Shares    |   | WeightedAveragePrice |       | Shares   |          
|                                        |  |           |   |                      |       |          |          
|Outstanding at beginning of year        |  | 1,828,937 |   | $                    | 27.18 |          | 1,540,334
|Granted (1) (3)                         |  | 535,200   |   | 29.02                |       | 441,192  |          
|Exercised                               |  | (21,941   | ) | 22.27                |       | (124,432 | )        
|Forfeited / expired                     |  | (275,914  | ) | 27.95                |       | (28,157  | )        
|                                        |  |           |   |                      |       |          |          
|Outstanding at end of year (2)          |  | 2,066,282 |   | $                    | 27.32 |          | 1,828,937
|                                        |  |           |   |                      |       |          |          
|                                        |  |           |   |                      |       |          |          
|Options exercisable at year-end         |  | 1,178,595 |   |                      |       | 839,111  |          
|                                        |  |           |   |                      |       |          |          
|Options available for grant at year-end |  | 1,723,947 |   |                      |       | 583,233  |          
|                                        |  |           |   |                      |       |          |          

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CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued

(1)The options granted do not
include the grant of 50,000 shares of restricted stock in 2000 to executive officers of Chateau and 17,000 shares of restricted stock granted to key employees of the Company in 2001.

(2)For the years ended December 31, 2002, 2001 and 2000 approximately 1,384,000, 70,000 and 720,000 options,
respectively, were considered anti-dilutive.

(3)Options granted in 2001 includes 49,162 shares granted prior to 2001, but now included due to the CWS merger.

(4)The options forfeited / expired do not include the forfeiture of approximately 5,000 shares of restricted stock in 2002.

For all options granted during 2002, 2001, and 2000, the weighted average exercise price of Chateaus stock options on the grant date was approximately equal to the weighted average market price of Chateaus
common stock.

The following table summarizes information concerning outstanding and exercisable options at December 31, 2002.



|                         |  | Options Outstanding |  | Options Exercisable           | 
|------------------------ |  | ------------------- |  | ----------------------------- | 
|                         |  |                     |  |                               | 
|Range of Exercise Prices |  | NumberOutstanding   |  | AverageRemainingContract Life | 
|                         |  |                     |  |                               | 
|$18.26 - $26.00          |  | 589,317             |  | 5.9 years                     | 
|$26.25 - $30.70          |  | 1,476,965           |  | 7.3 years                     | 

The fair value of each option was estimated as of date of grant
using an option-pricing model and the following assumptions:



|                                        |  | 2002 |      | 2001 |   | 2000 |  
|--------------------------------------- |  | ---- | ---- | ---- | - | ---- | -
|                                        |  |      |      |      |   |      |  
|Estimated fair value per option granted |  | $    | 2.32 |      | $ | 1.84 |  
|                                        |  |      |      |      |   |      |  
|Assumptions:                            |  |      |      |      |   |      |  
|Annualized dividend yield               |  | 7.96 | %    | 7.14 | % | 7.70 | %
|Common stock price volatility           |  | 20.4 | %    | 19.7 | % | 20.5 | %
|Risk-free rate of return                |  | 4.94 | %    | 5.03 | % | 6.38 | %
|Expected option term (in years)         |  |      | 7    |      |   | 7    |  

If compensation cost for stock option grants had been recognized
based on the fair value at the grant dates for 2002, 2001, and 2000 consistent with the method allowed by SFAS No. 123 Accounting for Stock-Based Compensation, net income and net income per common OP Unit would have been (in thousands,
except per OP Unit data):



|                                                 |  | 2002 |        | 2001 |   | 2000   | 
|------------------------------------------------ |  | ---- | ------ | ---- | - | ------ | 
|                                                 |  |      |        |      |   |        | 
|Net income, as reported                          |  | $    | 18,714 |      | $ | 30,024 | 
|                                                 |  |      |        |      |   |        | 
|Net income, pro forma                            |  | $    | 17,585 |      | $ | 28,829 | 
|                                                 |  |      |        |      |   |        | 
|Basic earnings per common OP Unit, as reported   |  | $    | .53    |      | $ | .90    | 
|                                                 |  |      |        |      |   |        | 
|Basic earnings per common OP Unit, pro forma     |  | $    | .49    |      | $ | .87    | 
|                                                 |  |      |        |      |   |        | 
|Diluted earnings per common OP Unit, as reported |  | $    | .53    |      | $ | .90    | 
|                                                 |  |      |        |      |   |        | 
|Diluted earnings per common OP Unit, pro forma   |  | $    | .49    |      | $ | .87    | 
|                                                 |  |      |        |      |   |        | 

12.Savings Plan:

The
Company has a qualified retirement plan designed to qualify under Section 401 of the Internal Revenue Code (the Savings Plan). The Savings Plan allows employees of the Company and its subsidiaries to defer a portion of their compensation
on a pre-tax basis subject to certain maximum amounts. Contributions by the Company are discretionary and determined by the Companys management. Company contributions are allocated to each participant based on the relative compensation of the
participant to the compensation of all

47



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##### Table of Contents

CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued

participants. The Company contributed approximately $350,000, $250,000, and $500,000 for the Plan years ended December 31, 2002, 2001, and 2000,
respectively.

13.Related Party Transactions:

Rental expense of approximately $130,000 annually has been incurred for leased space in an office building owned by certain officers and equity owners of Chateau.

Included in management fee and other income and interest income are amounts earned from NTandem, as outlined below:



|                                 |  | 2002  |       | 2001  |   | 2000  | 
|-------------------------------- |  | ----- | ----- | ----- | - | ----- | 
|                                 |  |       |       |       |   |       | 
|Interest income and related fees |  | $     | 2,509 |       | $ | 3,345 | 
|Transaction fees                 |  |      |       | 522   |   | 2,530 | 
|Advisory fees                    |  | 1,330 |       | 1,335 |   | 777   | 
|Management and overhead fees     |  | 1,444 |       | 1,935 |   | 1,303 | 
|                                 |  |       |       |       |   |       | 
|                                 |  | $     | 5,283 |       | $ | 7,137 | 
|                                 |  |       |       |       |   |       | 

Interest is earned on the loan to NTandem (Prime plus one percent,
or 5.25% at December 31, 2002) and includes fees paid by NTandem for the subordination of the loan to the Company, approximately $310,000 in 2002, and $730,000 in 2001 and 2000. The transaction fees are related to acquisition services provided
by the Company to NTandem and are calculated as three percent of the acquisition price. The advisory fees are charged based on one percent of NTandems average assets. The management fees are charged based on five percent of
revenues of properties managed by the Company on behalf of NTandem. Overhead reimbursement fees were based on a fixed fee per site in 2001 and 2000 and a specific allocation of costs in 2002.

In connection with the CWS acquisition, the Company became a party to several agreements with the previous CWS principals. One of those principals is now a director of Chateau (See Note 4). These agreements provide for
tax protection to this director in the event of a disposition of certain CWS properties. During 2002, the Company recognized approximately $185,000 of expense related to this agreement. In addition, there is a development agreement that provides for
participation in the proceeds from the sale or development of one property.

14.Contingencies:

Several claims and legal actions arising from the
normal course of business have been asserted against the Company, and are pending final resolution. In the opinion of management, none of these matters will have a material adverse effect upon the results of operations, financial condition or cash
flows of the Company.

The Company, through its joint venture and affiliate arrangements, has guaranteed approximately $35 million of debt, which consist mainly of a $16.5
million unsecured line of credit for NTandem and $17.9 million secured debt for an affiliate and an entity for which the Company holds a note receivable.

When CSI sells
homes, the purchaser may obtain financing from Vanderbilt Mortgage and Finance, Inc. (Vanderbilt). In certain cases, for homes sold before June 1998, Vanderbilt has recourse to the Company if the loans are not repaid. As of December 31,
2002 there is a total of approximately $9.3 million of such amounts that are recourse to the Company.

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##### Table of Contents

CP LIMITED PARTNERSHIP

NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS,Continued

15.Subsequent
Event:

In January 2003, the Company signed an agreement to purchase a subsidiary of NTandem. The total purchase price is approximately $150 million and will require
a $5 million additional investment. In addition, the Company will assume $85 million of secured debt and $3 million of other liabilities; payoff NTandems $16.5 million line of credit, which the Company currently guarantees (see note 14);
and retire the loans and advances to NTandem, of approximately $38 million. The transaction is subject to customary closing conditions, including approval by the shareholders of NTandem, and is expected to close in the second quarter of
2003.

16.Quarterly Financial Information
(Unaudited):

The following is quarterly financial information for the years ended December 31, 2002 and 2001. (amounts in thousands, except
per OP Unit data)



|                                                                   |  | FirstQuarterMarch 31, |        | SecondQuarterJune 30, |   | ThirdQuarterSeptember 30, |  | FourthQuarterDecember 31, |       
|------------------------------------------------------------------ |  | --------------------- | ------ | --------------------- | - | ------------------------- |  | ------------------------- | ------
|                                                                   |  |                       |        |                       |   |                           |  |                           |       
|2002                                                               |  |                       |        |                       |   |                           |  |                           |       
|Total revenues                                                     |  | $                     | 67,366 |                       | $ | 67,856                    |  | $                         | 67,588
|Operating income (a)                                               |  | $                     | 40,572 |                       | $ | 40,491                    |  | $                         | 38,304
|Discontinued operations                                            |  | $                     | 716    |                       | $ | 384                       |  | $                         | 2,729 
|Income before cumulative effect of accounting change               |  | $                     | 7,504  |                       | $ | 5,207                     |  | $                         | 3,382 
|Cumulative effect (c)                                              |  | $                     | (1,014 | )                     | $ |                          |  | $                         |      
|Net income attributable to common OP unitholders                   |  | $                     | 6,490  |                       | $ | 5,207                     |  | $                         | 3,382 
|Per OP unit information:                                           |  |                       |        |                       |   |                           |  |                           |       
|Income before cumulative effect of accounting change - basic
(b)   |  | $                     | 0.21   |                       | $ | 0.15                      |  | $                         | 0.12  
|                                                                   |  |                       |        |                       |   |                           |  |                           |       
|Income before cumulative effect of accounting change - diluted (b) |  | $                     | 0.21   |                       | $ | 0.15                      |  | $                         | 0.12  
|                                                                   |  |                       |        |                       |   |                           |  |                           |       
|2001                                                               |  |                       |        |                       |   |                           |  |                           |       
|Total revenues                                                     |  | $                     | 50,320 |                       | $ | 52,067                    |  | $                         | 62,992
|Operating income (a)                                               |  | $                     | 31,624 |                       | $ | 32,231                    |  | $                         | 37,550
|Discontinued operations                                            |  | $                     | 716    |                       | $ | 294                       |  | $                         | 620   
|Net income attributable to common OP unitholders                   |  | $                     | 9,692  |                       | $ | 10,589                    |  | $                         | 10,601
|Per OP unit information:                                           |  |                       |        |                       |   |                           |  |                           |       
|Income before cumulative effect of accounting change - basic
(b)   |  | $                     | 0.30   |                       | $ | 0.33                      |  | $                         | 0.32  
|                                                                   |  |                       |        |                       |   |                           |  |                           |       
|Income before cumulative effect of accounting change - diluted (b) |  | $                     | 0.30   |                       | $ | 0.33                      |  | $                         | 0.32  
|                                                                   |  |                       |        |                       |   |                           |  |                           |       

Note:Quarterly amounts differ from previously reported amounts due to discontinued operations and other reclassifications. As there was no change to net income, no reconciliation is necessary.

(a)Operating income represents total revenues less property operating and
maintenance expense, real estate taxes and administrative expense. Operating income is a measure of the performance of the properties before the effects of depreciation and interest and related amortization costs.

(b)Quarterly earnings per common OP Unit amounts may not total to the annual
amounts due to rounding and to the change in the number of common OP Units outstanding.

(c)The cumulative effect of accounting change was determined in the third quarter of 2002 and recorded in the first quarter of 2002.

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##### Table of Contents

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures

None.

PART III

Chateau Communities, Inc. and its subsidiary, ROC Communities, Inc., are our general partners. Their businesses are limited to serving as our general partners and they collectively own an approximate 83% equity interest
in our company. They receive their proportionate share of our regular distributions. Our partnership agreement is structured so that we bear the costs and expenses that are incurred by our general partners. We do not pay any other amounts (including
fees or expenses) to our general partners.

Item 10.Directors and Executive Officers of the Registrant

Our company does not have its own directors or executive officers but is managed by our general partners, which in turn are managed by their directors and executive officers. The information required by Item 10 as it
relates to these directors and executive officers is incorporated by reference in Chateau Communities, Inc.s proxy statement filed for its annual meeting of shareholders to be held on May 15, 2003.

Item 11.Executive Compensation

Our company does not have its own directors or executive officers but is managed by our general partners, which in turn are managed by their directors and executive officers. The information required by Item 11 as it relates to these
directors and executive officers is incorporated by reference in Chateau Communities, Inc.s proxy statement filed for its annual meeting of shareholders to be held on May 15, 2003.

Item 12.Security Ownership of Certain Beneficial Owners and Management

Our company does not have its own directors or executive officers but is managed by our general partners, which in turn are managed by their directors and executive officers. The information required
by Item 12 as it relates to these directors and executive officers is incorporated by reference in Chateau Communities, Inc.s proxy statement filed for its annual meeting of shareholders to be held on May 15, 2003.

Item 13.Certain Relationships and Related Transactions

Our company does not have its own directors or executive officers but is managed by our general partners, which in turn are managed by their directors and executive officers. The information required by Item 13 as it
relates to these directors and executive officers is incorporated by reference in Chateau Communities, Inc.s proxy statement filed for its annual meeting of shareholders to be held on May 15, 2003.

Item 14.Controls and Procedures

We maintain a system of disclosure controls and procedures. The term disclosure controls and procedures, as defined by the regulations of the Securities and Exchange Commission (SEC), means controls and other
procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and
reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports
that we file or submit to the SEC under the Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions to be made regarding required
disclosure. The Chief Executive Officer and Chief Financial Officer of Chateau have evaluated our disclosure controls and procedures as of a date within 90 days of the filing date of this Form 10-K and have concluded that our disclosure controls and
procedures are effective as of the date of such evaluation.

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##### Table of Contents

PART IV

Item 15.Principal Accountant Fees and Services

Our company does not have its own directors or executive officers but is managed by our general partners, which in turn are managed by their directors and executive officers. The information required by Item 15 as it
relates to these directors and executive officers is incorporated by reference in Chateau Communities, Inc.s proxy statement filed for its annual meeting of shareholders to be held on May 15, 2003.

Item 16.Exhibits, Financial Statement Schedules, and Reports on Form 8-K



|a. |  | 1.                                                                                                                                             |  | Financial Statements. The consolidated financial statements and schedules of the Company together with the Independent
Accountants Report thereon, are set forth on pages 27-49 of this Form 10-K and are incorporated herein by reference. | 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   |  |                                                                                                                                                |  |                                                                                                                                                                                                                                             | 
|   |  | 2.                                                                                                                                             |  | Financial Statement Schedule                                                                                                                                                                                                                | 
|   |  |                                                                                                                                                |  |                                                                                                                                                                                                                                             | 
|   |  |                                                                                                                                                |  | III  Real Estate and Accumulated Depreciation                                                                                                                                                                                              | 
|   |  |                                                                                                                                                |  |                                                                                                                                                                                                                                             | 
|   |  | 3.                                                                                                                                             |  | Exhibits. See Exhibit Index on pages 52-53.                                                                                                                                                                                                 | 
|   |  |                                                                                                                                                |  |                                                                                                                                                                                                                                             | 
|b. |  | Reports on Form 8-K                                                                                                                            | 
|   |  |                                                                                                                                                |  |                                                                                                                                                                                                                                             | 
|   |  | The Company filed a Form 8-K on November 15, 2002 indicating compliance with Sections 13 (a) or 15 (b) of the
Securities Exchange Act of 1934. | 
|   |  |                                                                                                                                                |  |                                                                                                                                                                                                                                             | 
|c. |  | Exhibits. See Exhibit Index on pages 52-53.                                                                                                    | 
|   |  |                                                                                                                                                |  |                                                                                                                                                                                                                                             | 

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##### Table of Contents

ExhibitsIndex



|Exhibits Number (Referenced to Item 601 of Regulation S-K)
|----------------------------------------------------------
|                                                          
|4.1                                                       
|4.2 (i)                                                   
|4.2 (ii)                                                  
|4.2 (iii)                                                 
|4.3*                                                      
|4.4*                                                      
|4.5                                                       
|10.1                                                      
|10.2                                                      
|10.3                                                      
|10.4(i)                                                   
|10.4(ii)                                                  
|10.4(iii)                                                 
|10.5                                                      
|10.6                                                      
|10.7                                                      
|10.8                                                      
|10.9                                                      
|10.10                                                     
|10.11                                                     
|10.12                                                     
|10.13                                                     
|10.14                                                     
|14                                                        
|21                                                        
|23                                                        
|99.1                                                      
|                                                          

______________

*Other instruments defining long-term debt not exceeding
10% of total assets have been omitted in reliance on Item 601 (b) (4) (iii)(A) of Regulation S-K but will be filed upon request of the Commission.

(a)Incorporated by reference to the Exhibits filed with the Companys Registration Statement on Form S-11 filed with the Commission
on November 10, 1993 (Commission File No. 33-69150).

(b)Incorporated by reference to the Chateaus Quarterly Report on Form 10-Q filed with the Commission on May 14, 1997.

(c)Incorporated by reference to the Chateaus Form 8-K filed with the Commission on December 9, 1997.

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##### Table of Contents

(d)Incorporated by reference to
the Chateaus Annual Report on Form 10-K filed for the year ended December 31, 1997.

(e)Incorporated by reference to the Companys Form 8-K filed with the Commission on May 1, 1998.

(f)Incorporated by reference to the Exhibits filed with the Companys Form 8-K dated February 25 2000 and filed with the Commission
on February 25, 2000.

(g)Incorporated by reference to
the Chateaus Proxy Statement for the Annual Meeting held on May 20, 1999 as filed with the Commission on April 7, 1999.

(h)Incorporated by reference to the Chateaus Annual Report on Form 10-K filed for the year ended December 31, 1999.

(i)Incorporated by reference to the Chateaus Annual Report on
Form 10-K filed for the year ended December 31, 2000.

(j)Incorporated by reference to the Chateaus Annual Report on Form 10-K filed for the year ended December 31, 2001.

(k)Incorporated by reference to the Companys Form S-4/A filed with the Commission on March
1, 2002

(l)Incorporated by reference to the
Exhibits filed with Chateaus Form 8-K dated August 3, 2001 and filed with the Commission on August 20, 2001.

(m)Incorporated by reference to the Chateaus Annual Report on Form 10-K filed for the year ended December 31, 2002.

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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of March 2003.



|CP LIMITED PARTNERSHIP |                           | 
|---------------------- | ------------------------- | 
|by:                    | CHATEAU COMMUNITIES, INC. | 
|                       |                           | 
|                       |                           | 



|                                                                                    |  |  |                                                                                                                  
|----------------------------------------------------------------------------------- |  |  | -----------------------------------------------------------------------------------------------------------------
|/s/ REESF.DAVIS, JR.                                                                |  |  | /s/ TAMARAD.FISCHER                                                                                              
|                                                                                    |  |  |                                                                                                                  
|Rees F. Davis, Jr.Director and Chief Executive Officer(Principal
Executive Officer) |  |  | Tamara D. FischerExecutive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934, the following persons on
behalf of the Registrant and in the capacities indicated on March 28, 2003, have signed this report below.



|                                                     |  |  |                             
|---------------------------------------------------- |  |  | ----------------------------
|/s/ STEVENJ.SHERWOOD                                 |  |  | /s/ GEBRANS.ANTON, JR.      
|                                                     |  |  |                             
|Steven J. SherwoodChairman of the Board of Directors |  |  | Gebran S. Anton, Jr.Director



|                                                     |  |  |                      
|---------------------------------------------------- |  |  | ---------------------
|/s/ JAMESM.HANKINS                                   |  |  | /s/ D.KEITHCOBB      
|                                                     |  |  |                      
|James M. HankinsVice Chair of the Board of Directors |  |  | D. Keith CobbDirector



|                                                   |  |  |                        
|-------------------------------------------------- |  |  | -----------------------
|/s/ C. G. KELLOGG                                  |  |  | /s/ RHONDAG.HOGAN      
|                                                   |  |  |                        
|C. G. KelloggDirector and Executive Vice President |  |  | Rhonda G. HoganDirector



|                        |  |  |                      
|----------------------- |  |  | ---------------------
|/s/ EDWARDR.ALLEN       |  |  | /s/ JAMESM.LANE      
|                        |  |  |                      
|Edward R. AllenDirector |  |  | James M. LaneDirector



|                     |  |  | 
|-------------------- |  |  | 
|/s/ JOHNA.BOLL       |  |  | 
|                     |  |  | 
|John A. BollDirector |  |  | 

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##### Table of Contents

Sarbanes-Oxley §302(a) Certification

I, Rees F. Davis,
Jr., certify that:

1)I have reviewed this annual
report on Form 10-K of CP Limited Partnership;

2)Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this annual report;

3)Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects, the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4)The registrants other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the
Evaluation Date); and

c.Presented in
this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

d.All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

e.Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrants internal controls; and

6)The
registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness.



|Date: March 28, 2003 |  | 
|-------------------- |  | 
|                     |  | 
|                     |  | 
|                     |  | 
|                     |  | 



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##### Table of Contents

Sarbanes-Oxley §302(a) Certification

I, Tamara D.
Fischer, certify that:

1)I have reviewed this
annual report on Form 10-K of CP Limited Partnership;

2)Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this annual report;

3)Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects, the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4)The registrants other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

f.Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

g.Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the
Evaluation Date); and

h.Presented in
this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5)The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

i.All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

j.Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrants internal controls; and

6)The
registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness.



|Date: March 28, 2003 |  | 
|-------------------- |  | 
|                     |  | 
|                     |  | 
|                     |  | 
|                     |  | 



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CP LIMITED PARTNERSHIPREAL ESTATE AND RELATED DEPRECIATIONAS OF DECEMBER
31, 2002

SCHEDULE III



|(dollars in thousands)       |  |                           |  |               |   | Initial Costs |   | Cost CapitalizedSubsequent toAcquisition |  | Gross AmountsAt Which CarriedAt Close of
Period |       |                           |   |       | 
|---------------------------- |  | ------------------------- |  | ------------- | - | ------------- | - | ---------------------------------------- |  | ----------------------------------------------- | ----- | ------------------------- | - | ----- | 
|                             |  |                           |  |               |   |               |   |                                          |  |                                                 |       |                           |   |       | 
|CommunityName                |  | Location                  |  | Encum-brances |   | Land          |   | BuildingsandImprove-ments                |  | Land                                            |       | BuildingsandImprove-ments |   | Land  | 
|                             |  |                           |  |               |   |               |   |                                          |  |                                                 |       |                           |   |       | 
|Algoma                       |  | Algoma Township, MI       |  | $             |  |               | $ | 60                                       |  | $                                               |      |                           | $ |      | 
|Allendale                    |  | Allendale, MI             |  |              |   | 1,274         |   | 3,747                                    |  |                                                |       | 249                       |   | 1,274 | 
|Anchor Bay                   |  | Ira Township, MI          |  |              |   | 432           |   | 80                                       |  |                                                |       | 20,177                    |   | 432   | 
|Anchor North Bay             |  | Tampa Bay, FL             |  |              |   | 288           |   | 1,422                                    |  |                                                |       | 40                        |   | 288   | 
|Antelope Ridge               |  | Colorado Springs, CO      |  |              |   | 1,796         |   | 12,022                                   |  |                                                |       | 1,791                     |   | 1,796 | 
|Apache                       |  | Apache, AZ                |  |              |   | 492           |   | 2,731                                    |  |                                                |       |                          |   | 492   | 
|Arbor Village                |  | Jackson, MI               |  | 1,004         |   | 813           |   | 4,787                                    |  |                                                |       | 244                       |   | 813   | 
|Arlington Lakeside           |  | Arlington, TX             |  | 3,135         |   | 920           |   | 5,176                                    |  |                                                |       | 245                       |   | 920   | 
|Atlanta Meadows
(Jonesboro)  |  | Atlanta, GA               |  |              |   | 625           |   | 435                                      |  |                                                |       | 651                       |   | 625   | 
|Audubon                      |  | Orlando, FL               |  |              |   | 281           |   | 296                                      |  |                                                |       | 3,166                     |   | 281   | 
|Autumn Forest                |  | Greensboro, NC            |  | 4,368         |   | 918           |   | 6,747                                    |  |                                                |       | 557                       |   | 918   | 
|Avalon RV Park               |  | Clearwater, FL            |  |              |   | 263           |   | 2,202                                    |  |                                                |       | 95                        |   | 263   | 
|Avon                         |  | Rochester Hills, MI       |  |              |   | 621           |   | 484                                      |  |                                                |       | 8,127                     |   | 621   | 
|                             |  |                           |  |               |   |               |   |                                          |  |                                                 |       |                           |   |       | 
|Beacon Hill Colony           |  | Lakeland, FL              |  | 1,281         |   | 804           |   | 802                                      |  |                                                |       | 3,248                     |   | 804   | 
|Beacon Terrace               |  | Lakeland, FL              |  | 3,696         |   | 1,188         |   | 6,287                                    |  |                                                |       | 122                       |   | 1,188 | 
|Bermuda Palms                |  | Indio, CA                 |  |              |   | 1,291         |   | 2,477                                    |  |                                                |       | 979                       |   | 1,291 | 
|Berrymans Ranch             |  | Vineland, NJ              |  |              |   | 872           |   | 5,790                                    |  | 599                                             |       | 2,539                     |   | 1,471 | 
|Breazeale                    |  | Laramie, WY.              |  |              |   | 251           |   | 1,618                                    |  |                                                |       | 993                       |   | 251   | 
|Broadmore                    |  | South Bend, IN            |  |              |   | 777           |   | 4,115                                    |  |                                                |       | 2,817                     |   | 777   | 
|Buena Vista                  |  | Fargo, ND                 |  |              |   | 713           |   | 6,248                                    |  |                                                |       | 695                       |   | 713   | 
|Butler Creek                 |  | Augusta, GA               |  |              |   | 1,238         |   | 2,309                                    |  |                                                |       | 1,461                     |   | 1,238 | 
|Camden Point                 |  | Kingsland, GA             |  |              |   | 466           |   | 1,701                                    |  |                                                |       | 191                       |   | 466   | 
|Camp Inn RV Park             |  | Frostproof, FL            |  |              |   | 796           |   | 4,220                                    |  |                                                |       | 213                       |   | 796   | 
|Canterbury                   |  | Grand Rapids, MI          |  |              |   | 705           |   | 3,107                                    |  | 9                                               |       | 2,454                     |   | 714   | 
|Carnes Crossing              |  | Summerville, SC           |  |              |   | 1,503         |   | 7,161                                    |  |                                                |       | 4                         |   | 1,503 | 
|Castlewood Estates           |  | Mableton, GA              |  |              |   | 656           |   | 2,918                                    |  |                                                |       | 1,890                     |   | 656   | 
|Casual Estates               |  | Syracuse, NY              |  |              |   | 2,136         |   | 14,324                                   |  |                                                |       | 4,666                     |   | 2,136 | 
|Cedar Grove                  |  | Clinton, CT               |  |              |   | 180           |   | 1,140                                    |  |                                                |       | 238                       |   | 180   | 
|Cedar Knolls                 |  | Minneapolis, MN           |  |              |   | 1,217         |   | 11,006                                   |  |                                                |       | 982                       |   | 1,217 | 
|Chesterfield                 |  | Chesterfield Township, MI |  |              |   | 405           |   |                                         |  |                                                |       | 2,441                     |   | 405   | 
|Cimarron Park                |  | St. Paul, MN              |  |              |   | 1,424         |   | 12,882                                   |  |                                                |       | 1,098                     |   | 1,424 | 
|Clinton                      |  | Clinton Township, MI      |  |              |   | 989           |   |                                         |  |                                                |       | 6,680                     |   | 989   | 
|Coach Royale                 |  | Boise, ID                 |  |              |   | 197           |   | 1,065                                    |  |                                                |       | 1,022                     |   | 197   | 
|Colonial                     |  | Kalamazoo, MI             |  |              |   | 816           |   | 195                                      |  |                                                |       | 8,032                     |   | 816   | 
|Colonial Coach               |  | Riverdale, GA             |  |              |   | 1,052         |   | 4,277                                    |  |                                                |       | 3,020                     |   | 1,052 | 
|Colony Cove                  |  | Ellenton, FL              |  |              |   | 5,683         |   | 28,256                                   |  | (120                                            | )     | 20,708                    |   | 5,563 | 
|Columbia Heights             |  | Grand Forks, ND           |  |              |   | 588           |   | 5,282                                    |  |                                                |       | 371                       |   | 588   | 
|Conway Plantation            |  | Conway, SC                |  |              |   | 428           |   | 3,696                                    |  |                                                |       | 427                       |   | 428   | 
|Country Estates              |  | Spring Lake Township, MI  |  |              |   | 30            |   |                                         |  |                                                |       | 1,933                     |   | 30    | 
|Countryside Village Denver   |  | Denver, CO                |  |              |   | 1,460         |   | 4,384                                    |  |                                                |       | 5,546                     |   | 1,460 | 
|Countryside Village Jackson. |  | Jacksonville, FL          |  |              |   | 962           |   | 4,796                                    |  |                                                |       | 6,562                     |   | 962   | 
|Countryside Village Longmont |  | Longmont, CO              |  |              |   | 1,481         |   | 4,455                                    |  |                                                |       | 6,046                     |   | 1,481 | 
|Cranberry Lake               |  | White Lake Township, MI   |  |              |   | 432           |   | 220                                      |  |                                                |       | 6,762                     |   | 432   | 
|Creekside                    |  | Lewisville, TX            |  | 12,689        |   | 1,460         |   | 20,716                                   |  |                                                |       | 1,089                     |   | 1,460 | 
|Crestview                    |  | Stillwater, OK            |  |              |   | 362           |   | 963                                      |  |                                                |       | 2,749                     |   | 362   | 
|Crystal Lake                 |  | St. Petersburg, FL        |  |              |   | 498           |   | 2,475                                    |  |                                                |       | 59                        |   | 498   | 
|Crystal Lake Club            |  | Avon Park, FL             |  |              |   | 2,396         |   | 12,308                                   |  |                                                |       | 546                       |   | 2,396 | 
|Crystal Lakes                |  | Zephyrhills, FL           |  |              |   | 1,323         |   | 2,239                                    |  |                                                |       | 449                       |   | 1,323 | 
|                             |  |                           |  |               |   |               |   |                                          |  |                                                 |       |                           |   |       | 
|Del Tura                     |  | Fort Myers, FL            |  | 41,525        |   | 4,360         |   | 50,508                                   |  |                                                |       | 5,093                     |   | 4,360 | 
|Denali                       |  | Apache, AZ                |  |              |   | 648           |   | 2,933                                    |  |                                                |       |                          |   | 648   | 
|                             |  |                           |  |               |   |               |   |                                          |  |                                                 |       |                           |   |       | 
|Eagle Creek                  |  | Tyler, TX                 |  |               |  |               |   | 1,291                                    |  |                                                 | 1,761 |                           |   |      | 

57



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##### Table of Contents



|(dollars in thousands) |  |                          |  |               |  | Initial Costs |  | Cost CapitalizedSubsequent toAcquisition |  | Gross AmountsAt Which CarriedAt Close of
Period |  |                           |  | Date ofConstru-ction(C),Acqui-sition (A) | 
|---------------------- |  | ------------------------ |  | ------------- |  | ------------- |  | ---------------------------------------- |  | ----------------------------------------------- |  | ------------------------- |  | ---------------------------------------- | 
|                       |  |                          |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                                         
|CommunityName          |  | Location                 |  | Encum-brances |  | Land          |  | BuildingsandImprove-ments                |  | Land                                            |  | BuildingsandImprove-ments |  | Land                                     | 
|                       |  |                          |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                                          | 
|Eagle Point            |  | Seattle, WA              |  |              |  | 1,048         |  | 3,514                                    |  |                                                |  | 4,278                     |  | 1,048                                    | 
|Eastridge              |  | San Jose, CA             |  | 7,024         |  | 2,476         |  | 4,671                                    |  |                                                |  | 2,542                     |  | 2,476                                    | 
|Eldorado               |  | Daytona Bch, FL          |  |              |  | 408           |  | 1,248                                    |  |                                                |  | 1,259                     |  | 408                                      | 
|Emerald Lake           |  | Punta Gorda, FL          |  |              |  | 399           |  | 1,150                                    |  |                                                |  | 358                       |  | 399                                      | 
|Evergreen              |  | New Haven, CT            |  |              |  | 309           |  | 1,883                                    |  |                                                |  | 459                       |  | 309                                      | 
|                       |  |                          |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                                          | 
|Fairways Country Club  |  | Orlando, FL              |  |              |  | 955           |  | 5,823                                    |  |                                                |  | 2,494                     |  | 955                                      | 
|Falcon Farms           |  | Moline, IL               |  |              |  | 295           |  | 1,576                                    |  |                                                |  | 1,635                     |  | 295                                      | 
|Ferrand Estates        |  | Wyoming, MI              |  | 7,952         |  | 257           |  | 1,579                                    |  |                                                |  | 462                       |  | 257                                      | 
|Forest Creek           |  | South Bend, IN           |  |              |  | 501           |  | 4,849                                    |  |                                                |  | 152                       |  | 501                                      | 
|Forest Lake Estates    |  | Spring Lake Township, MI |  |              |  | 414           |  | 2,293                                    |  |                                                |  | 840                       |  | 414                                      | 
|Fountain Vue           |  | Marion, IN               |  |              |  | 360           |  | 1,210                                    |  |                                                |  | 742                       |  | 360                                      | 
|Four Seasons           |  | Fayetteville, GA         |  | 1,963         |  | 856           |  | 4,252                                    |  |                                                |  | 237                       |  | 856                                      | 
|Foxhall Village        |  | Raleigh, NC              |  |              |  | 521           |  | 5,283                                    |  |                                                |  | 3,264                     |  | 521                                      | 
|Foxwood Farms          |  | Ocala, FL                |  |              |  | 691           |  | 1,502                                    |  |                                                |  | 1,258                     |  | 691                                      | 
|Friendly Village       |  | Lawrenceville, GA        |  |              |  | 792           |  | 5,926                                    |  |                                                |  | 140                       |  | 792                                      | 
|Friendly Village       |  | Greeley, CO              |  |              |  | 517           |  | 2,702                                    |  |                                                |  | 2,188                     |  | 517                                      | 
|                       |  |                          |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                                          | 
|Glenmoor               |  | Battle Creek, MI         |  |              |  | 3,400         |  | 203                                      |  | 9                                               |  | 2,835                     |  | 3,409                                    | 
|Golden Valley          |  | Douglasville, TX         |  |              |  | 254           |  | 800                                      |  |                                                |  | 976                       |  | 254                                      | 
|Grand Blanc            |  | Grand Blanc, MI          |  |              |  | 1,749         |  |                                         |  |                                                |  | 10,101                    |  | 1,749                                    | 
|Grand Place            |  | GrandPrairie, TX         |  | 5,906         |  | 1,332         |  | 9,237                                    |  |                                                |  | 147                       |  | 1,332                                    | 
|Green Acres            |  | New Haven, CT            |  |              |  | 195           |  | 1,286                                    |  |                                                |  | 128                       |  | 195                                      | 
|Green Park South       |  | Montgomery, AL           |  |              |  | 1,021         |  | 7,704                                    |  |                                                |  | 2,254                     |  | 1,021                                    | 
|Green River Village    |  | Corona, CA               |  | 6,971         |  | 1,332         |  | 21,101                                   |  |                                                |  | 62                        |  | 1,332                                    | 
|Greenbriar Village     |  | Bath, PA                 |  | 4,683         |  | 1,276         |  | 12,434                                   |  |                                                |  | 52                        |  | 1,276                                    | 
|                       |  |                          |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                                          | 
|Haselton Village       |  | Eustis, FL               |  | 3,440         |  | 1,168         |  | 5,041                                    |  |                                                |  | 97                        |  | 1,168                                    | 
|Harston Woods          |  | Fort Worth, TX           |  |              |  |              |  |                                         |  | 1,764                                           |  | 10,373                    |  | 1,764                                    | 
|Hickory Knoll          |  | Indianapolis, IN         |  |              |  | 356           |  | 2,669                                    |  |                                                |  | 5,979                     |  | 356                                      | 
|Hidden Valley          |  | Orlando, FL              |  |              |  | 492           |  | 5,714                                    |  |                                                |  | 292                       |  | 492                                      | 
|Highland               |  | New Haven, CT            |  | 6,000         |  | 153           |  | 1,140                                    |  |                                                |  | 1,651                     |  | 153                                      | 
|Highlands (The)        |  | Flint, MI                |  |              |  | 2,323         |  | 13,260                                   |  |                                                |  | 5,499                     |  | 2,323                                    | 
|Hillcrest              |  | Rockland, MA             |  |              |  | 236           |  | 1,285                                    |  |                                                |  | 49                        |  | 236                                      | 
|Holiday Estates        |  | Byron Township, MI       |  |              |  | 16            |  |                                         |  |                                                |  | 1,836                     |  | 16                                       | 
|Holly Hills            |  | Holly, MI                |  |              |  | 1,982         |  | 6,103                                    |  |                                                |  | 1,087                     |  | 1,982                                    | 
|Hoosier Estates        |  | Lebanon, IN              |  |              |  | 1,008         |  | 4,412                                    |  |                                                |  | 150                       |  | 1,008                                    | 
|Howell                 |  | Howell, MI               |  |              |  | 345           |  |                                         |  |                                                |  | 3,144                     |  | 345                                      | 
|Hunters Chase          |  | Lima, OH                 |  |              |  | 909           |  | 1,246                                    |  |                                                |  | 1,527                     |  | 909                                      | 
|Hunter Ridge           |  | Jonesboro, GA            |  |              |  | 1,976         |  | 19,675                                   |  |                                                |  | 188                       |  | 1,976                                    | 
|Huron Estates          |  | Flint, MI                |  |              |  | 354           |  | 1,882                                    |  | 6                                               |  | 1,106                     |  | 360                                      | 
|                       |  |                          |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                                          | 
|Indian Rocks           |  | Clearwater, FL           |  |              |  | 441           |  | 1,032                                    |  |                                                |  | 128                       |  | 441                                      | 
|                       |  |                          |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                                          | 
|Jade Isle              |  | Orlando, FL              |  |              |  | 273           |  | 1,076                                    |  |                                                |  | 946                       |  | 273                                      | 
|Jurupa Hills           |  | Riverside, CA            |  | 8,426         |  | 1,288         |  | 11,964                                   |  |                                                |  | 245                       |  | 1,288                                    | 
|                       |  |                          |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                                          | 
|Knoll Terrace          |  | Salem, OR                |  |              |  | 1,379         |  | 2,050                                    |  |                                                |  | 2,955                     |  | 1,379                                    | 
|                       |  |                          |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                                          | 
|La Quinta Ridge        |  | Indio, CA                |  |              |  | 1,014         |  | 1,873                                    |  |                                                |  | 1,469                     |  | 1,014                                    | 
|Lake in the Hills      |  | Auburn Hills, MI         |  |              |  | 952           |  | 6,389                                    |  |                                                |  | 107                       |  | 952                                      | 
|Lakeland Harbor        |  | Lakeland, FL             |  |              |  | 875           |  |                                         |  |                                                |  | 3,464                     |  | 875                                      | 
|Lakeland Junction      |  | Lakeland, FL             |  |              |  | 471           |  | 972                                      |  |                                                |  | 146                       |  | 471                                      | 
|Lakes at Leesburg      |  | Leesburg, FL             |  | 9,012         |  | 1,178         |  |                                         |  |                                                |  | 3,611                     |  | 1,178                                    | 
|Lakeside Terrace       |  | Fruitland Park, FL       |  |              |  | 964           |  | 4,853                                    |  |                                                |  | 186                       |  | 964                                      | 
|Lakewood Estates       |  | Montgomery, AL           |  |              |  | 2,007         |  | 2,107                                    |  |                                                |  | 2,491                     |  | 2,007                                    | 
|Lakewood               |  | Davenport, LA            |  |              |  | 442           |  | 1,210                                    |  |                                                |  | 398                       |  | 442                                      | 
|Lamplighter GA         |  | Marietta, GA             |  | 8,656         |  | 1,724         |  | 13,703                                   |  |                                                |  | 142                       |  | 1,724                                    | 
|Land OLakes           |  | Orlando, FL              |  |              |  | 473           |  | 2,507                                    |  |                                                |  | 964                       |  | 473                                      | 

58



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##### Table of Contents



|(dollars in thousands)   |  |                          |  | Initial Costs |  | Cost CapitalizedSubsequent toAcquisition |  | Gross AmountsAt Which CarriedAt Close of
Period |  |       |   |                            | 
|------------------------ |  | ------------------------ |  | ------------- |  | ---------------------------------------- |  | ----------------------------------------------- |  | ----- | - | -------------------------- | 
|                         |  |                          |  |               |  |                                          |  |                                                 |  |       |   |                            | 
|CommunityName            |  | Location                 |  | Encum-brances |  | Land                                     |  | Buildingsand Improve-ments                      |  | Land  |   | Buildingsand Improve-ments | 
|                         |  |                          |  |               |  |                                          |  |                                                 |  |       |   |                            | 
|Landmark Village         |  | Fairburn, GA             |  |              |  | 2,539                                    |  | 4,352                                           |  |      |   | 3,952                      | 
|Leisure Woods - Rockland |  | Rockland, MA             |  |              |  | 831                                      |  | 14,326                                          |  |      |   | 176                        | 
|Leisure Woods - Tauton   |  | Tauton, MA               |  |              |  | 256                                      |  | 2,780                                           |  |      |   | 2,791                      | 
|Leonard Gardens          |  | Walker, MI               |  |              |  | 94                                       |  |                                                |  | 252   |   | 7,131                      | 
|Longview, CO             |  | Longmont, CO             |  |              |  | 1,604                                    |  | 14,288                                          |  |      |   | 15                         | 
|Los Ranchos              |  | Apple Valley, CA         |  | 1,884         |  | 1,556                                    |  | 6,609                                           |  | 26    |   | 192                        | 
|                         |  |                          |  |               |  |                                          |  |                                                 |  |       |   |                            | 
|Macomb                   |  | Macomb Township, MI      |  | 35,650        |  | 1,459                                    |  |                                                |  |      |   | 16,158                     | 
|Maple Grove              |  | Boise, ID                |  |              |  | 702                                      |  | 2,384                                           |  |      |   | 3,530                      | 
|Maple Ridge              |  | Manteno, IL              |  |              |  | 126                                      |  |                                                |  | 6     |   | 1,458                      | 
|Maple Run                |  | Clio, MI                 |  |              |  | 1,632                                    |  | 5,520                                           |  |      |   | 352                        | 
|Maple Valley             |  | Manteno, IL              |  |              |  | 338                                      |  |                                                |  | 5     |   | 4,274                      | 
|Mariwood                 |  | Indianapolis, IN         |  |              |  | 324                                      |  | 2,415                                           |  |      |   | 5,237                      | 
|Marnelle                 |  | Fayetteville, GA         |  | 633           |  | 464                                      |  | 2,635                                           |  |      |   | 1,383                      | 
|Meadow Park              |  | Fargo, ND                |  |              |  | 133                                      |  | 1,183                                           |  |      |   | 113                        | 
|Midway Estates           |  | Vero Bch., FL            |  |              |  | 1,313                                    |  | 2,095                                           |  |      |   | 1,273                      | 
|Misty Winds              |  | Corpus Christi, TX       |  |              |  | 1,068                                    |  | 2,879                                           |  | 969   |   | 3,006                      | 
|Mosbys Point            |  | Florence, KY             |  |              |  | 608                                      |  | 1,574                                           |  |      |   | 1,271                      | 
|Mountain View            |  | Henderson, NV            |  | 11,510        |  | 1,396                                    |  | 22,889                                          |  |      |   | 78                         | 
|                         |  |                          |  |               |  |                                          |  |                                                 |  |       |   |                            | 
|Northbluff Estates       |  | Austin, TX               |  |              |  | 1,096                                    |  | 8,692                                           |  |      |   | 127                        | 
|Northwood                |  | Lewisville, TX           |  | 8,859         |  | 1,820                                    |  | 15,831                                          |  |      |   | 79                         | 
|Norton Shores            |  | Norton Shores, MI        |  |              |  | 103                                      |  |                                                |  |      |   | 5,105                      | 
|Novi                     |  | Novi, MI                 |  |              |  | 896                                      |  |                                                |  |      |   | 5,855                      | 
|                         |  |                          |  |               |  |                                          |  |                                                 |  |       |   |                            | 
|Oak Hill                 |  | Groveland Township, MI   |  |              |  | 115                                      |  | 2,165                                           |  |      |   | 4,410                      | 
|Oak Ridge                |  | South Bend, IN           |  |              |  | 615                                      |  | 3,770                                           |  |      |   | 142                        | 
|Oakley Point             |  | Moncks Corner, SC        |  |              |  |                                         |  |                                                |  | 41    |   | 4,805                      | 
|Oakwood Forest           |  | Greensboro, NC           |  |              |  | 1,111                                    |  | 3,843                                           |  |      |   | 6,619                      | 
|Old Orchard              |  | Davison, MI              |  |              |  | 210                                      |  | 182                                             |  |      |   | 2,698                      | 
|One Hundred Oaks         |  | Fultondale, AL           |  |              |  | 345                                      |  | 1,839                                           |  |      |   | 1,539                      | 
|Onion Creek              |  | Austin, TX               |  |              |  | 1,072                                    |  | 6,983                                           |  |      |   | 2,304                      | 
|Orange Lake              |  | Clermont, FL             |  |              |  | 246                                      |  | 85                                              |  |      |   | 2,442                      | 
|Orion                    |  | Orion Township, MI       |  |              |  | 422                                      |  | 198                                             |  |      |   | 6,325                      | 
|                         |  |                          |  |               |  |                                          |  |                                                 |  |       |   |                            | 
|Palm Beach Colony        |  | West Palm Beach, FL      |  |              |  | 691                                      |  | 1,962                                           |  |      |   | 443                        | 
|Palm Valley              |  | Oviedo, FL               |  | 12,974        |  | 2,568                                    |  | 22,969                                          |  |      |   | 6,126                      | 
|Parkwood Communities     |  | Wildwood, FL             |  | 2,147         |  | 2,792                                    |  | 9,336                                           |  |      |   | 293                        | 
|Pedalers Pond           |  | Lake Wales, FL           |  |              |  | 350                                      |  | 285                                             |  |      |   | 2,298                      | 
|Pine Lakes               |  | Lapeer, MI               |  |              |  | 1,983                                    |  | 7,822                                           |  |      |   | 205                        | 
|Pine Lakes Ranch         |  | Thornton, CO             |  |              |  | 2,463                                    |  | 10,379                                          |  | (796  | ) | 4,219                      | 
|Pinecrest Village        |  | Shreveport, LA           |  |              |  | 93                                       |  | 719                                             |  |      |   | 1,637                      | 
|Pinelake Gardens         |  | Stuart, FL               |  | 7,581         |  | 2,128                                    |  | 11,951                                          |  | 152   |   | 507                        | 
|Pinellas Cascades        |  | Clearwater, FL           |  |              |  | 1,747                                    |  | 2,313                                           |  |      |   | 2,045                      | 
|Pinewood                 |  | Columbus, MI             |  |              |  | 1,242                                    |  | 10,070                                          |  |      |   | 481                        | 
|Pleasant Ridge           |  | Lansing, MI              |  |              |  | 915                                      |  | 3,898                                           |  |      |   | 200                        | 
|Pooles Manor             |  | Ellenwood, GA            |  |              |  | 776                                      |  | 3,202                                           |  |      |   | 83                         | 
|Prairie Greens           |  | Frederick, CO            |  |              |  |                                         |  |                                                |  | 1,565 |   | 5,578                      | 
|Presidents Park          |  | Grand Forks, ND          |  |              |  | 258                                      |  | 1,283                                           |  |      |   | 1,820                      | 
|                         |  |                          |  |               |  |                                          |  |                                                 |  |       |   |                            | 
|Redwood Estates          |  | Thornton, CO             |  |              |  | 2,473                                    |  | 10,044                                          |  |      |   | 7,552                      | 
|Regency Lakes            |  | Winchester, VA           |  |              |  | 1,176                                    |  | 3,705                                           |  |      |   | 3,036                      | 
|Riverview                |  | Portland, OR             |  |              |  | 537                                      |  | 1,942                                           |  |      |   | 2,022                      | 
|Rosemount Woods          |  | Minneapolis/St. Paul, MN |  |              |  | 475                                      |  | 4,297                                           |  |      |   | 62                         | 
|Royal Estates            |  | Kalamazoo, MI            |  |              |  | 1,015                                    |  | 2,475                                           |  |      |   | 1,541                      | 
|                         |  |                          |  |               |  |                                          |  |                                                 |  |       |   |                            | 
|Saddlebrook              |  | N. Charleston, SC        |  |              |  | 1,284                                    |  | 5,497                                           |  |      |   | 98                         | 
|Science City             |  | Midland, MI              |  |              |  | 870                                      |  | 1,760                                           |  |      |   | 1,849                      | 
|Shadow Hills             |  | Orlando, FL              |  |              |  | 2,363                                    |  | 10,857                                          |  |      |   | 166                        | 

59



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##### Table of Contents



|(dollars inthousands)     |  |                    |  |               |  | Initial Costs |  | Cost CapitalizedSubsequent toAcquisition |  | Gross AmountsAt Which CarriedAt Close of
Period |  |                           |  |                |  |                           | 
|------------------------- |  | ------------------ |  | ------------- |  | ------------- |  | ---------------------------------------- |  | ----------------------------------------------- |  | ------------------------- |  | -------------- |  | ------------------------- | 
|                          |  |                    |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                |  |                           | 
|CommunityName             |  | Location           |  | Encum-brances |  | Land          |  | BuildingsandImprove-ments                |  | Land                                            |  | BuildingsandImprove-ments |  | Land           |  | BuildingsandImprove-ments | 
|                          |  |                    |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                |  |                           | 
|Shadowood                 |  | Acworth, GA        |  | 8,263         |  | 2,024         |  | 13,252                                   |  |                                                |  | 165                       |  | 2,024          |  | 13,417                    | 
|Shady Lane                |  | Clearwater, FL     |  |              |  | 324           |  | 1,574                                    |  |                                                |  | 83                        |  | 324            |  | 1,657                     | 
|Shady Oaks                |  | Clearwater, FL     |  |              |  | 750           |  | 6,967                                    |  |                                                |  | 75                        |  | 750            |  | 7,042                     | 
|Shady Village             |  | Clearwater, FL     |  |              |  | 468           |  | 3,179                                    |  |                                                |  | 55                        |  | 468            |  | 3,234                     | 
|Shenandoah                |  | Boise, ID          |  |              |  | 443           |  | 2,403                                    |  |                                                |  | 1,860                     |  | 443            |  | 4,263                     | 
|Shenandoah Village        |  | Sicklerville, NJ   |  | 5,060         |  | 1,436         |  | 10,181                                   |  |                                                |  | 28                        |  | 1,436          |  | 10,209                    | 
|Sherwood                  |  | Marion, IN         |  |              |  | 264           |  | 1,175                                    |  |                                                |  | 990                       |  | 264            |  | 2,165                     | 
|Skyway                    |  | Indianapolis, IN   |  |              |  | 178           |  | 1,366                                    |  |                                                |  | 2,597                     |  | 178            |  | 3,963                     | 
|Smokecreek                |  | Snellville, GA     |  |              |  | 1,056         |  | 4,594                                    |  |                                                |  | 143                       |  | 1,056          |  | 4,737                     | 
|South Oaks                |  | Palmetto, GA       |  | 1,798         |  | 885           |  | 1,781                                    |  |                                                |  | 183                       |  | 885            |  | 1,964                     | 
|Southwind                 |  | Naples, FL         |  |              |  | 1,476         |  | 3,463                                    |  |                                                |  | 3,245                     |  | 1,476          |  | 6,708                     | 
|Spring Brook              |  | Utica, MI          |  | 4,404         |  | 1,209         |  | 10,928                                   |  |                                                |  | 144                       |  | 1,209          |  | 11,072                    | 
|Springfield Farms         |  | Brookline, MO      |  |              |  | 1,698         |  | 2,157                                    |  |                                                |  | 2,336                     |  | 1,698          |  | 4,493                     | 
|Starlight Ranch           |  | Orlando, FL        |  |              |  | 5,597         |  | 8,859                                    |  |                                                |  | 4,598                     |  | 5,597          |  | 13,457                    | 
|Steeple Chase             |  | Battle Creek, MI   |  |              |  |              |  |                                         |  |                                                |  | 1,049                     |  |               |  | 1,049                     | 
|Stone Mountain            |  | Stone Mountain, GA |  | 7,166         |  | 1,156         |  | 11,050                                   |  |                                                |  | 345                       |  | 1,156          |  | 11,395                    | 
|Stonegate Austin          |  | Austin, TX         |  |              |  | 1,056         |  | 11,079                                   |  |                                                |  | 201                       |  | 1,056          |  | 11,280                    | 
|Stonegate Pines           |  | Arlington, TX      |  |              |  | 644           |  | 3,555                                    |  |                                                |  | 76                        |  | 644            |  | 3,631                     | 
|Stonegate                 |  | Shreveport, LA     |  |              |  | 160           |  | 642                                      |  |                                                |  | 1,365                     |  | 160            |  | 2,007                     | 
|Suburban Woods            |  | Union City, GA     |  |              |  | 920           |  | 4,329                                    |  |                                                |  | 67                        |  | 920            |  | 4,396                     | 
|Sunny South               |  | Boynton Beach, FL  |  | 6,900         |  | 1,276         |  | 11,807                                   |  |                                                |  | 224                       |  | 1,276          |  | 12,031                    | 
|Swan Creek                |  | Ann Arbor, MI      |  |              |  | 882           |  | 9,709                                    |  |                                                |  | 61                        |  | 882            |  | 9,770                     | 
|                          |  |                    |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                |  |                           | 
|Tara Woods                |  | N. Ft Myers, FL    |  |              |  | 2,124         |  | 13,959                                   |  |                                                |  | 139                       |  | 2,124          |  | 14,098                    | 
|Tarpon Glen               |  | Clearwater, FL     |  |              |  | 510           |  | 2,893                                    |  |                                                |  | 148                       |  | 510            |  | 3,041                     | 
|Terrace Heights           |  | Dubuque, IA        |  |              |  | 919           |  | 2,413                                    |  |                                                |  | 3,782                     |  | 919            |  | 6,195                     | 
|The Colony                |  | Rancho Mirage, CA  |  | 4,685         |  | 2,259         |  | 4,745                                    |  |                                                |  | 2,142                     |  | 2,259          |  | 6,887                     | 
|The Glen                  |  | Rockland, MA       |  |              |  | 261           |  | 252                                      |  |                                                |  | 637                       |  | 261            |  | 889                       | 
|The Orchard               |  | Santa Rosa, CA     |  | 7,819         |  | 2,795         |  | 6,363                                    |  |                                                |  | 2,174                     |  | 2,795          |  | 8,537                     | 
|Tierra West               |  | Albuquerque, NM    |  |              |  | 1,863         |  | 9,500                                    |  |                                                |  | 82                        |  | 1,863          |  | 9,582                     | 
|Timber Heights            |  | Davison, MI        |  |              |  | 274           |  |                                         |  | 109                                             |  | 6,863                     |  | 383            |  | 6,863                     | 
|Torrey Hills              |  | Flint, MI          |  |              |  | 346           |  | 205                                      |  |                                                |  | 5,344                     |  | 346            |  | 5,549                     | 
|Twenty Nine Pines         |  | St. Paul, MN       |  |              |  | 317           |  | 2,871                                    |  |                                                |  | 11                        |  | 317            |  | 2,882                     | 
|Twin Pines                |  | Goshen, IN         |  |              |  | 197           |  | 1,934                                    |  |                                                |  | 2,097                     |  | 197            |  | 4,031                     | 
|                          |  |                    |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                |  |                           | 
|University Village        |  | Orlando, FL        |  |              |  | 1,024         |  | 8,888                                    |  |                                                |  | 395                       |  | 1,024          |  | 9,283                     | 
|                          |  |                    |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                |  |                           | 
|Valley Vista              |  | Grand Rapids, MI   |  | 1,469         |  | 411           |  | 2,791                                    |  |                                                |  | 174                       |  | 411            |  | 2,965                     | 
|Vance                     |  | Columbus, OH       |  |              |  | 200           |  | 993                                      |  |                                                |  | 1,329                     |  | 200            |  | 2,322                     | 
|Villa                     |  | Flint, MI          |  |              |  | 135           |  | 332                                      |  |                                                |  | 2,888                     |  | 135            |  | 3,220                     | 
|Village Green             |  | Vero Beach, FL     |  | 13,440        |  | 3,120         |  | 18,539                                   |  |                                                |  | 866                       |  | 3,120          |  | 19,405                    | 
|                          |  |                    |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                |  |                           | 
|Westbrook                 |  | Detroit, MI        |  |              |  | 190           |  | 2,451                                    |  |                                                |  | 6,228                     |  | 190            |  | 8,679                     | 
|Westpark                  |  | Wickenburg, AZ     |  |              |  | 888           |  | 4,564                                    |  |                                                |  | 66                        |  | 888            |  | 4,630                     | 
|Whispering Pines          |  | Clearwater, FL     |  |              |  | 4,208         |  | 4,071                                    |  |                                                |  | 3,215                     |  | 4,208          |  | 7,286                     | 
|Winter Haven Oaks         |  | Winter Haven, FL   |  |              |  | 490           |  | 705                                      |  |                                                |  | 1,820                     |  | 490            |  | 2,525                     | 
|Winter Paradise RV        |  | Hudson, FL         |  |              |  | 300           |  | 1,593                                    |  |                                                |  | 217                       |  | 300            |  | 1,810                     | 
|Wolf Creek                |  | Bondurant, IA      |  |              |  |              |  |                                         |  |                                                |  | 2,108                     |  |               |  | 2,108                     | 
|Woodlake                  |  | Greensboro, NC     |  |              |  | 924           |  | 6,311                                    |  |                                                |  | 273                       |  | 924            |  | 6,584                     | 
|Woodlands of Kennesaw     |  | Kennesaw, GA       |  |              |  | 1,092         |  | 8,349                                    |  |                                                |  | 56                        |  | 1,092          |  | 8,405                     | 
|                          |  |                    |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                |  |                           | 
|Yankee Springs            |  | Grand Rapids, MI   |  |              |  | 948           |  | 5,360                                    |  | 3                                               |  | 882                       |  | 951            |  | 6,242                     | 
|Yorktowne                 |  | Sharonville, OH    |  |              |  | 2,130         |  | 6,311                                    |  |                                                |  | 3,145                     |  | 2,130          |  | 9,456                     | 
|Miscellaneous Investments |  |                    |  |              |  |              |  |                                         |  |                                                |  | 43,924                    |  |               |  | 43,924                    | 
|                          |  |                    |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                |  |                           | 
|                          |  |                    |  | $  279,973    |  | $ 202,538     |  | $    989,878                             |  | $ 4,599                                         |  | $   485,200               |  | $      207,137 |  | $1,475,078                | 
|                          |  |                    |  |               |  |               |  |                                          |  |                                                 |  |                           |  |                |  |                           | 

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##### Table of Contents

SCHEDULE IIIContinued

CP LIMITED PARTNERSHIP

REAL ESTATE AND ACCUMULATED DEPRECIATION, Continued

The changes in total real estate for the years ended December 31, 2002, 2001, and 2000 are as follows:



|                           |  | 2002       |   | 2001       |   | 2000       | 
|-------------------------- |  | ---------- | - | ---------- | - | ---------- | 
|                           |  |            |   |            |   |            | 
|Balance, beginning of year |  | $1,686,674 |   | $1,132,493 |   | $1,055,450 | 
|Acquisitions               |  | 11,432     |   | 563,088    |   | 7,577      | 
|Improvements               |  | 29,535     |   | 34,678     |   | 69,466     | 
|Dispositions and other     |  | (45,426    | ) | (43,585    | ) |           | 
|                           |  |            |   |            |   |            | 
|Balance, end of year       |  | $1,682,215 |   | $1,686,674 |   | $1,132,493 | 
|                           |  |            |   |            |   |            | 

The change in accumulated depreciation for the years ended December 31,
2002, 2001, and 2000 are as follows:



|                           |  | 2002     |   | 2001     |   | 2000     | 
|-------------------------- |  | -------- | - | -------- | - | -------- | 
|                           |  |          |   |          |   |          | 
|Balance, beginning of year |  | $285,209 |   | $235,653 |   | $192,015 | 
|Depreciation for the year  |  | 71,065   |   | 57,650   |   | 43,638   | 
|Dispositions and other     |  | (9,691   | ) | (8,094   | ) |         | 
|                           |  |          |   |          |   |          | 
|Balance, end of year       |  | $346,583 |   | $285,209 | ) | $235,653 | 
|                           |  |          |   |          |   |          | 

61