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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

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| | x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | - | ---------------------------------------------------------------------------------------

For the quarterly period ended
September 30, 2002

OR

| | o | Transition 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

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 Exchange 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

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CP LIMITED PARTNERSHIPFORM 10-QINDEX

|         |  |                       |    |                                                                                                             | Pages  
|-------- |  | --------------------- | -- | ----------------------------------------------------------------------------------------------------------- | -------
|         |  |                       |    |                                                                                                             |        
|PART I.  |  | FINANCIAL INFORMATION |   
|         |  |                       |    |                                                                                                             |        
|         |  | Item 1.               |    | Financial Statements (unaudited)                                                                            |        
|         |  |                       |    |                                                                                                             |        
|         |  |                       |    | Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2002 and 2001 | 1      
|         |  |                       |    |                                                                                                             |        
|         |  |                       |    | Condensed Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001                        | 2      
|         |  |                       |    |                                                                                                             |        
|         |  |                       |    | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001       | 3      
|         |  |                       |    |                                                                                                             |        
|         |  |                       |    | Notes to Condensed Consolidated Financial Statements                                                        | 4  9  
|         |  |                       |    |                                                                                                             |        
|         |  | Item 2.               |    | Managements Discussion and Analysis of Financial Condition and Results of Operations                       | 10  16
|         |  |                       |    |                                                                                                             |        
|         |  | Item 3.               |    | Quantitative and Qualitative Disclosures about Market Risk                                                  | 17     
|         |  |                       |    |                                                                                                             |        
|         |  | Item 4.               |    | Controls and Procedures                                                                                     | 18     
|         |  |                       |    |                                                                                                             |        
|PART II. |  | OTHER INFORMATION     | 19

|SIGNATURE | 24
|--------- | --



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|PART I. | FINANCIAL INFORMATION
|------- | ---------------------

|Item 1. | Financial Statements
|------- | --------------------

CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED STATEMENTS OF
INCOME(Unaudited)(In thousands, except per OP unit data)

|                                                                  |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30, |  
|----------------------------------------------------------------- |  | ------------------------------- | ------ | ------------------------------ | -
|                                                                  |  |                                 |        |                                |  
|                                                                  |  | 2002                            |        | 2001                           |  
|                                                                  |  |                                 |        |                                |  
|Revenues:                                                         |  |                                 |        |                                |  
|Rental income                                                     |  | $                               | 65,692 |                                | $
|Interest income                                                   |  |                                 | 2,835  |                                |  
|Management fee and other income                                   |  |                                 | (263   | )                              |  
|                                                                  |  |                                 |        |                                |  
|                                                                  |  |                                 | 68,264 |                                |  
|                                                                  |  |                                 |        |                                |  
|Expenses:                                                         |  |                                 |        |                                |  
|Property operating and maintenance                                |  |                                 | 21,830 |                                |  
|Real estate taxes                                                 |  |                                 | 4,404  |                                |  
|Depreciation and amortization                                     |  |                                 | 18,292 |                                |  
|Administrative                                                    |  |                                 | 3,511  |                                |  
|Interest and related amortization                                 |  |                                 | 16,736 |                                |  
|                                                                  |  |                                 |        |                                |  
|                                                                  |  |                                 | 64,773 |                                |  
|                                                                  |  |                                 |        |                                |  
|                                                                  |  |                                 |        |                                |  
|Income before gain (loss) on sales of properties and distribution |  |                                 | 3,491  |                                |  
|Gain (loss) on sales of properties                                |  |                                 | (715   | )                              |  
|Distribution to preferred OP unitholders                          |  |                                 | (1,524 | )                              |  
|                                                                  |  |                                 |        |                                |  
|Income from continuing operations                                 |  |                                 | 1,252  |                                |  
|                                                                  |  |                                 |        |                                |  
|                                                                  |  |                                 |        |                                |  
|Discontinued operations:                                          |  |                                 |        |                                |  
|Income from discontinued operations                               |  |                                 | 130    |                                |  
|Impairment / gain on sales of properties                          |  |                                 | 2,454  |                                |  
|                                                                  |  |                                 |        |                                |  
|Income from discontinued operations                               |  |                                 | 2,584  |                                |  
|                                                                  |  |                                 |        |                                |  
|                                                                  |  |                                 |        |                                |  
|Income before cumulative effect of accounting change              |  |                                 | 3,836  |                                |  
|Cumulative effect of accounting change                            |  |                                 |       |                                |  
|                                                                  |  |                                 |        |                                |  
|Net income attributable to common OP unitholders                  |  | $                               | 3,836  |                                | $
|                                                                  |  |                                 |        |                                |  
|                                                                  |  |                                 |        |                                |  
|Net income attributable to common OP Unitholders:                 |  |                                 |        |                                |  
|General partner                                                   |  | $                               | 3,199  |                                | $
|Limited partners                                                  |  |                                 | 637    |                                |  
|                                                                  |  |                                 |        |                                |  
|                                                                  |  | $                               | 3,836  |                                | $
|                                                                  |  |                                 |        |                                |  
|                                                                  |  |                                 |        |                                |  
|Per common OP Unit information:                                   |  |                                 |        |                                |  
|                                                                  |  |                                 |        |                                |  
|Basic earnings per OP Unit                                        |  |                                 |        |                                |  
|Income from continuing operations                                 |  | $                               | 0. 04  |                                | $
|Income from discontinued operations                               |  |                                 | 0. 07  |                                |  
|                                                                  |  |                                 |        |                                |  
|Income before cumulative effect of accounting change              |  |                                 | 0. 11  |                                |  
|Cumulative effect of accounting change                            |  |                                 |       |                                |  
|                                                                  |  |                                 |        |                                |  
|Net income attributable to common OP unitholders                  |  | $                               | 0.11   |                                | $
|                                                                  |  |                                 |        |                                |  
|Weighted average common OP Units - basic                          |  |                                 | 35,111 |                                |  
|                                                                  |  |                                 |        |                                |  
|                                                                  |  |                                 |        |                                |  
|Diluted earnings per OP Unit                                      |  |                                 |        |                                |  
|Income from continuing operations                                 |  | $                               | 0.04   |                                | $
|Income from discontinued operations                               |  |                                 | 0.07   |                                |  
|                                                                  |  |                                 |        |                                |  
|Income before cumulative effect of accounting change              |  |                                 | 0.11   |                                |  
|Cumulative effect of accounting change                            |  |                                 |       |                                |  
|                                                                  |  |                                 |        |                                |  
|Net income attributable to common OP unitholders                  |  | $                               | 0.11   |                                | $
|                                                                  |  |                                 |        |                                |  
|Weighted average common OP Units - diluted                        |  |                                 | 35,224 |                                |  
|                                                                  |  |                                 |        |                                |  

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



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CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED BALANCE SHEETS(Dollars in thousands)

|                                                                                                                                                                                                                                                                              |  | September 30, 2002 |           | December 31, 2001 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | ----------------- | -
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|                                                                                                                                                                                                                                                                              |  | (Unaudited)        |           |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|ASSETS                                                                                                                                                                                                                                                                        |  |                    |           |                   |  
|Rental property:                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|Land                                                                                                                                                                                                                                                                          |  | $                  | 200,636   |                   | $
|Land and improvements for expansion sites                                                                                                                                                                                                                                     |  |                    | 108,430   |                   |  
|Depreciable property, net                                                                                                                                                                                                                                                     |  |                    | 1,369,724 |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|                                                                                                                                                                                                                                                                              |  |                    | 1,678,790 |                   |  
|Less: accumulated depreciation                                                                                                                                                                                                                                                |  |                    | 331,703   |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|Net rental property                                                                                                                                                                                                                                                           |  |                    | 1,347,087 |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|Rental property held for sale                                                                                                                                                                                                                                                 |  |                    | 1,804     |                   |  
|Cash and cash equivalents                                                                                                                                                                                                                                                     |  |                    | 3,156     |                   |  
|Rents and other receivables, net                                                                                                                                                                                                                                              |  |                    | 5,746     |                   |  
|Notes receivable                                                                                                                                                                                                                                                              |  |                    | 42,249    |                   |  
|Investments in and advances to affiliates                                                                                                                                                                                                                                     |  |                    | 112,917   |                   |  
|Prepaid expenses and other assets                                                                                                                                                                                                                                             |  |                    | 19,538    |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|Total assets                                                                                                                                                                                                                                                                  |  | $                  | 1,532,497 |                   | $
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|LIABILITIES                                                                                                                                                                                                                                                                   |  |                    |           |                   |  
|Debt                                                                                                                                                                                                                                                                          |  | $                  | 1,010,957 |                   | $
|Accrued interest payable                                                                                                                                                                                                                                                      |  |                    | 13,592    |                   |  
|Accounts payable and accrued expenses                                                                                                                                                                                                                                         |  |                    | 20,360    |                   |  
|Rents received in advance and security deposits                                                                                                                                                                                                                               |  |                    | 13,894    |                   |  
|Distributions payable                                                                                                                                                                                                                                                         |  |                    | 20,080    |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|Total liabilities                                                                                                                                                                                                                                                             |  |                    | 1,078,883 |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|PARTNERS CAPITAL                                                                                                                                                                                                                                                             |  |                    |           |                   |  
|Partners Capital, Unlimited Authorized Units:    35,116,784 and 35,021,703, Common OP Units outstanding at September 30,
    2002 and December 31, 2001, respectively 1,500,000 Preferred OP Units     outstanding at September 30, 2002 and December 31, 2001, respectively |  |                    |          |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|General Partner                                                                                                                                                                                                                                                               |  |                    | 314,845   |                   |  
|Limited Partners                                                                                                                                                                                                                                                              |  |                    | 65,812    |                   |  
|Preferred OP Units, Series A                                                                                                                                                                                                                                                  |  |                    | 72,957    |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|Total partners capital                                                                                                                                                                                                                                                       |  |                    | 453,614   |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  
|Total liabilities and partners capital                                                                                                                                                                                                                                       |  | $                  | 1,532,497 |                   | $
|                                                                                                                                                                                                                                                                              |  |                    |           |                   |  

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



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CP LIMITED PARTNERSHIP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(Dollars in thousands)

|                                                                                  |  | Nine Months EndedSeptember 30, |         
|--------------------------------------------------------------------------------- |  | ------------------------------ | --------
|                                                                                  |  |                                |         
|                                                                                  |  | 2002                           |         
|                                                                                  |  |                                |         
|Cash flows from operating activities:                                             |  |                                |         
|Net income attributable to common OP Unitholders                                  |  | $                              | 15,548  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                |         
|Non-cash items included in discontinued operations                                |  |                                | (1,587  
|Gain on sales of properties - continuing operations                               |  |                                | (901    
|Cumulative effect of accounting change, net of minority interests                 |  |                                | 1,014   
|Depreciation and amortization                                                     |  |                                | 52,675  
|Amortization of debt issuance costs                                               |  |                                | 2,944   
|Increase in operating assets                                                      |  |                                | (3,227  
|Increase in operating liabilities                                                 |  |                                | 301     
|                                                                                  |  |                                |         
|Net cash provided by operating activities                                         |  |                                | 66,767  
|Cash flows from investing activities:                                             |  |                                |         
|Dispositions of rental properties                                                 |  |                                | 28,575  
|Proceeds from property dispositions, held in escrow                               |  |                                | 9,910   
|Collection of amounts held in escrow, from prior year property dispositions       |  |                                | 10,660  
|Acquisition of CWS                                                                |  |                                |        
|Acquisitions of rental properties and land to be developed                        |  |                                | (2,672  
|Additions to rental property and equipment                                        |  |                                | (22,208 
|Investment in and advances to affiliates                                          |  |                                | (6,279  
|Payments (advances) on notes receivable, net                                      |  |                                | 2,218   
|                                                                                  |  |                                |         
|Net cash provided by/(used in) investing activities                               |  |                                | 20,204  
|Cash flows from financing activities:                                             |  |                                |         
|Proceeds from issuance of Term Loan                                               |  |                                | 125,000 
|Borrowings on short-term debt                                                     |  |                                |        
|Borrowings on line of credit                                                      |  |                                | 226,114 
|Payments on line of credit                                                        |  |                                | (227,258
|Re-payment of Acquisition Facility                                                |  |                                | (162,700
|Principal payments on debt                                                        |  |                                | (3,635  
|Payment of debt issuance costs                                                    |  |                                | (3,236  
|Distributions to OP Unitholders                                                   |  |                                | (38,613 
|Exercise of Chateaus stock options and other                                     |  |                                | 452     
|                                                                                  |  |                                |         
|Net cash (used in)/provided by financing activities                               |  |                                | (83,876 
|                                                                                  |  |                                |         
|Increase in cash and cash equivalents                                             |  |                                | 3,095   
|Cash and cash equivalents, beginning of period                                    |  |                                | 61      
|                                                                                  |  |                                |         
|Cash and cash equivalents, end of period                                          |  | $                              | 3,156   
|                                                                                  |  |                                |         
|Supplemental cash flow information:                                               |  |                                |         
|Fair Market Value of OP Units issued in connection with acquisitions/development  |  | $                              | 1,933   
|                                                                                  |  |                                |         
|Debt & Liabilities assumed in connection with acquisitions                        |  | $                              |        
|                                                                                  |  |                                |         
|Notes Payable issued in connection with acquisition                               |  | $                              |        
|                                                                                  |  |                                |         
|Notes Receivable issued in connection with OP unit issuance                       |  | $                              |        
|                                                                                  |  |                                |         
|Accrual of costs associated with acquisition                                      |  | $                              |        
|                                                                                  |  |                                |         

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



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CP LIMITED PARTNERSHIP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

1.      Background and Basis of Presentation:

| |  | BackgroundCP Limited Partnership is a limited partnership and was formed by Chateau Communities, Inc., a real estate investment trust, as a general
partner and Chateau Estates, as the initial limited partner, on September 16, 1993. We are engaged in owning and operating manufactured housing community properties. As of September 30, 2002, our portfolio consisted of 207 properties, containing an
aggregate of 68,842 homesites and 1,359 park model/RV sites, located in 32 states. We also fee manage 37 properties, containing an aggregate of 8,075 homesites.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America and in conformity with the rules and regulations of the Securities and Exchange
Commission requires management to make estimates and assumptions. These estimates may affect the reported amounts of 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.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In our opinion, the interim financial statements presented herein reflect all adjustments of a normal and recurring nature that are necessary to fairly present the interim financial statements. The results of
operations for the interim period are not necessarily indicative of the results that may be expected for the year ended December 31, 2002. These financial statements should be read in conjunction with the financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2001.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Basis of Presentation -The accompanying condensed consolidated financial statements include all accounts of CP Limited and our subsidiaries. Chateau and ROC Communities, Inc. are general
partners. As of September 30, 2002, Chateau owned on a combined basis, an 83 percent general partner interest. Pursuant to the terms of the operating partnership agreement, we are required to reimburse Chateau for the net expenses incurred by
Chateau. Amounts paid on behalf of Chateau by us are reflected in the statement of income as general and administrative expenses. The balance sheet of Chateau as of September 30, 2002 is identical to our accompanying balance sheet, except as
follows:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(In thousands)                                     |  | As Presented HereinSeptember 30, 2002 |         | Adjustments |   | Chateau Communities, IncSeptember 30, 2002 |  
|-------------------------------------------------- |  | ------------------------------------- | ------- | ----------- | - | ------------------------------------------ | -
|                                                   |  |                                       |         |             |   |                                            |  
|Minority interests in CP Limited     Partnership   |  | $                                     |        |             | $ | 138,769                                    |  
|                                                   |  |                                       |         |             |   |                                            |  
|Equity:                                            |  |                                       |         |             |   |                                            |  
|General partner                                    |  | $                                     | 314,845 |             | $ | (314,845                                   | )
|Limited partners                                   |  |                                       | 138,769 |             |   | (138,769                                   | )
|Common stock                                       |  |                                       |         |             |   | 293                                        |  
|Additional paid-in capital                         |  |                                       |         |             |   | 500,888                                    |  
|Dividends in excess of accumulated        earnings |  |                                       |         |             |   | (169,506                                   | )
|Accumulated other comprehensive        income      |  |                                       |         |             |   | (5,794                                     | )
|Notes receivable from officers                     |  |                                       |         |             |   | (11,036                                    | )
|                                                   |  |                                       |         |             |   |                                            |  
|Partners capital/shareholders equity             |  | $                                     | 453,614 |             | $ | (138,769                                   | )
|                                                   |  |                                       |         |             |   |                                            |  

| |  | We own 100% of the preferred stock of Community Sales, Inc. (CSI), our taxable service corporation through which we conduct manufactured home sales and brokerage activities. Through our
ownership,
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | we are entitled to 100% of the CSI cash flow and economics; however, we account for our investment in CSI using the equity method of accounting, since we do not own any of its voting common stock. | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

| |  | Reclassifications Certain prior year amounts have been reclassified to conform to current period presentation.
| |  | ---------------------------------------------------------------------------------------------------------------

2.      Acquisition of CWS:

| |  | On August 3, 2001 we purchased CWS Communities Trust (CWS), a private real estate investment trust for $552 million, consisting of $323 million in cash (including the retirement of $20 million in debt),
$151 million in assumed liabilities, 2,040,878 OP Units (valued at $30.935 per OP Unit) and $9.9 million in 7.5% Senior Unsecured Notes due 2012 (the 7.5% Notes). The portfolio, located in 11 states, consisted of 46 manufactured home
communities with approximately 16,600 homesites and 1,518 expansion sites and three RV communities with 431 RV sites. We financed the cash portion of this transaction primarily through borrowings under a $323 million bridge facility (the
Acquisition Facility). A portion of the Acquisition Facility was paid in 2001 and 2002 and the remainder was refinanced in May 2002.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The following unaudited pro forma income statement information for the nine months ended September 30, 2001 has been prepared as if the CWS Acquisition and related transactions had occurred on January 1, 2001. In
addition, the pro forma information is presented as if the disposition of certain CWS properties by us in 2001 had occurred on January 1, 2001. 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, 2001.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(in thousands, except per OP Unit data)                |  |   |        
|------------------------------------------------------ |  | - | -------
|                                                       |  |   |        
|Revenues                                               |  | $ | 200,931
|                                                       |  |   |        
|Total expenses *                                       |  |   | 174,877
|                                                       |  |   |        
|Net income from continuing operations**                |  | $ | 26,054 
|                                                       |  |   |        
|Earnings per OP Unit - basic                           |  | $ | 0.75   
|                                                       |  |   |        
|Earnings per OP Unit - diluted                         |  | $ | 0.75   
|                                                       |  |   |        
|Weighted average common OP Units outstanding - basic   |  |   | 34,534 
|                                                       |  |   |        
|Weighted average common OP Units outstanding - diluted |  |   | 34,735 
|                                                       |  |   |        

______________

| |  |  | * |  | Includes depreciation of $48,000.
| |  |  | - |  | ---------------------------------

| |  |  | ** |  | After gain on sale of properties and allocation to Preferred OP Units.
| |  |  | -- |  | ----------------------------------------------------------------------

3.      Partners
Capital:

| |  | On August 14, 2002, we declared a cash distribution of $.55 per OP Unit to OP Unitholders of record as of September 30, 2002. The distribution was paid October 15, 2002 and is included in distributions payable in the
accompanying condensed consolidated balance sheet as of September 30, 2002.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | On May 16, 2002, we declared a cash distribution of $.55 per OP Unit to OP Unitholders of record as of June 28, 2002, that was paid in July 2002.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------

| |  | On February 21, 2002, we declared a cash distribution of $.55 per OP Unit to OP Unitholders of record as of March 29, 2002, that was paid in April 2002.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



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

|                                             |  | For the Three MonthsEnded September 30, |        | For the Nine MonthsEnded September 30, |  
|-------------------------------------------- |  | --------------------------------------- | ------ | -------------------------------------- | -
|                                             |  |                                         |        |                                        |  
|(In thousands, except per OP Unit data)      |  | 2002                                    |        | 2001                                   |  
|                                             |  |                                         |        |                                        |  
|Basic earnings per OP Unit:S                 |  |                                         |        |                                        |  
|Income from continuing operations            |  | $                                       | 1,252  |                                        | $
|                                             |  |                                         |        |                                        |  
|Weighted average common OP Units - Basic     |  |                                         | 35,111 |                                        |  
|                                             |  |                                         |        |                                        |  
|Per OP Unit                                  |  | $                                       | 0.04   |                                        | $
|                                             |  |                                         |        |                                        |  
|Diluted earnings per OP Unit:                |  |                                         |        |                                        |  
|Income from continuing operations            |  | $                                       | 1,252  |                                        | $
|                                             |  |                                         |        |                                        |  
|Weighted average common OP Units outstanding |  |                                         | 35,111 |                                        |  
|Chateau employee stock options               |  |                                         | 113    |                                        |  
|                                             |  |                                         |        |                                        |  
|Weighted average common OP Units - Diluted   |  |                                         | 35,224 |                                        |  
|                                             |  |                                         |        |                                        |  
|Per OP Unit                                  |  | $                                       | 0.04   |                                        | $
|                                             |  |                                         |        |                                        |  

4.      Financing:

The following table sets forth certain information regarding our debt at September 30, 2002:

|(In thousands)              |  | Weighted AverageInterest Rate |       | Maturity Date |  | PrincipalBalance | 
|--------------------------- |  | ----------------------------- | ----- | ------------- |  | ---------------- | 
|                            |  |                               |       |               |  |                  | 
|                            |  |                               |       |               |  |                  | 
|Fixed rate mortgage debt    |  |                               | 7.70% |               |  | 2002 - 2011      | 
|Unsecured Senior Notes      |  |                               | 7.47% |               |  | 2003 - 2021      | 
|Unsecured Installment Notes |  |                               | 7.50% |               |  | 2012             | 
|Term Loan                   |  |                               | 3.01% |               |  | 2004             | 
|Unsecured lines of credit   |  |                               | 2.87% |               |  | 2005             | 
|                            |  |                               |       |               |  |                  | 
|                            |  |                               |       |               |  |                  | 
|                            |  |                               |       |               |  |                  | 

| |  | We have a line of credit available with BankOne, N.A., acting as lead agent. In May 2002, we increased the borrowing capacity to $175 million. The term of the facility was extended to February 2005 and as of September
30, 2002, the facility bears interest at LIBOR plus 100 basis points. In addition we have a $7.5 million revolving line of credit from US Bank, which, as of September 30, 2002, bears interest at a rate of LIBOR plus 125 basis points and matures in
March 2003 (together with our BankOne credit facility, Credit Facilities). As of September 30, 2002 we had approximately $124 million outstanding under our Credit Facilities and had available $58.5 million in additional borrowing
capacity.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In May 2002, we completed the issuance of a $125 million term loan with BankOne acting as lead agent. As of September 30, 2002, the loan bears interest at LIBOR plus 120 basis points and matures in May 2004. The
proceeds were used to pay off our Acquisition Facility that was due to mature in August 2002.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | On October 15, 2002, Standard & Poors Ratings Services changed our debt rating to BBB-. The reason for the change was due to our announcement of lower than expected earnings for the remainder of 2002 as well
as lower coverage ratios since completing the CWS acquisition in 2001. This downgrade resulted in an immediate increase in the interest rate on $250 million of variable rate debt by a range of 15 to 20 basis points.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

5.      Related Party Transactions:

| |  | During 2002, we purchased additional equity in NTandem Trust and as of September 30, 2002, we owned approximately 19 percent of NTandems outstanding equity. Also, as of September 30, 2002, we had
loans and advances of approximately $40 million outstanding to NTandem. We also guarantee NTandems working capital line of credit, which had $16.5 million outstanding as of September 30, 2002. In addition, we own
NTandems external advisor and provide management and other services to NTandem. As such, we possess significant influence over the operating and financial decisions of NTandem, and accordingly, account for our investment
utilizing the equity method of accounting. The following table details the fees charged to NTandem for the respective periods (in thousands):
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                 |  | For the three monthsended September 30, |       | For the nine monthsended September 30, |  
|-------------------------------- |  | --------------------------------------- | ----- | -------------------------------------- | -
|                                 |  |                                         |       |                                        |  
|                                 |  | 2002                                    |       | 2001                                   |  
|                                 |  |                                         |       |                                        |  
|Interest income and related fees |  | $                                       | 575   |                                        | $
|Transaction fees                 |  |                                         |      |                                        |  
|Advisory fees                    |  |                                         | 337   |                                        |  
|Management and overhead fees     |  |                                         | 397   |                                        |  
|                                 |  |                                         |       |                                        |  
|                                 |  | $                                       | 1,309 |                                        | $
|                                 |  |                                         |       |                                        |  

| |  | Management has evaluated the recoverability of our investment in and advances to NTandem and has determined that no valuation allowance is necessary at this time. We will continue to evaluate the recoverability
and the need for an allowance.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.      Rental Property Held for Sale / Discontinued Operations:

| |  | Assets held for sale are carried at the lower of book value or fair value, less costs to sell the assets. In the third quarter of 2001, we began implementing a disposition plan with respect to a number of mature
properties that no longer meet our portfolio objectives. As of September 30, 2002, we have sold 18 properties and two parcels of land for approximately $82.0 million. During the first nine months of 2002, we sold 12 properties and two parcels of
land for a combined gross sales price of approximately $40.2 million and a gain of $4.5 million of which $3.6 million is included in discontinued operations. The net proceeds of $28.6 million were used to reduce outstanding balances under the
Acquisition Facility and our Credit Facilities. In addition, we have approximately $9.9 million in an escrow account related to the sale of two properties. Due to the timing of the sale of one property, $2.5 million was received in October 2002. The
remaining $7.4 million will be used to purchase two replacement properties in November 2002 to affect a tax-deferred exchange. It is anticipated that these acquisitions will be made from NTandem.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | During the third quarter 2002, we identified one community for disposition and as such, reclassified this asset from rental property to rental property held for sale. As a result, we evaluated the carrying value of
this asset and recognized an asset impairment charge of approximately $1.3 million. For the three and nine month periods presented, in accordance with SFAS No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets, income
from discontinued operations includes the results of operations through the property sale date (if the property was sold prior to September 30, 2002) of nine properties containing 1,751 sites that were sold or designated as held for sale in 2002. As
of September 30, 2002, eight of the properties have been sold and the remaining one is expected to close in the next several months.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

The following table shows the results of operations for the discontinued operations, in thousands:

|                                                                          |  | For the Three Months EndedSeptember 30, |       | For the Nine Months EndedSeptember 30, |  
|------------------------------------------------------------------------- |  | --------------------------------------- | ----- | -------------------------------------- | -
|                                                                          |  |                                         |       |                                        |  
|                                                                          |  | 2002                                    |       | 2001                                   |  
|                                                                          |  |                                         |       |                                        |  
|Total revenues                                                            |  | $                                       | 671   |                                        | $
|Total operating expenses                                                  |  |                                         | (342  | )                                      |  
|Interest expense and related amortization                                 |  |                                         | (2    | )                                      |  
|Depreciation expense                                                      |  |                                         | (197  | )                                      |  
|                                                                          |  |                                         |       |                                        |  
|Income from discontinued operations      before impairment / gain on sale |  |                                         | 130   |                                        |  
|Impairment / gain on sale                                                 |  |                                         | 2,454 |                                        |  
|                                                                          |  |                                         |       |                                        |  
|Income from discontinued operations                                       |  | $                                       | 2,584 |                                        | $
|                                                                          |  |                                         |       |                                        |  

| |  | In the three months ended March 31, 2002, we sold 3 properties containing 625 sites for net proceeds of approximately $6.3 million. These sales resulted in a net gain of approximately $900,000. As these assets were
accounted for as held for sale assets at December 31, 2001, prior to the adoption of SFAS No. 144, the net gains and operating results from these assets were included in continuing operations.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7.       Goodwill:

| |  | We adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, 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 us 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. We completed the first step
of our goodwill impairment testing by the end of the second fiscal quarter. As a result of performing the first step of goodwill impairment testing, we 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, we completed the second step in the third quarter of 2002. As a result of this test, we recognized impairment of approximately $1.0
million before allocation to minority interests. The impairment loss has been recorded in the first quarter as a cumulative effect of a change in accounting principle in the Consolidated Statements of Operations during the nine months ended
September 30, 2002.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.       New Accounting Pronouncements:

| |  | In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This Statement rescinds SFAS No. 4,
Reporting Gains and Losses from Extinguishment of Debt, SFAS No. 44, Accounting for Intangible Assets of Motor Carriers and SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This
statement amends SFAS No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects
that are similar to sale-leaseback transactions. SFAS No. 145 is generally effective for us for the year ended December 31, 2003. We do not expect the adoption of SFAS No. 145 will have a significant effect on our results of operations or financial
position.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. 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
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| | 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. SFAS No. 146 will be effective for exit or disposal activities that are initiated after December 31, 2002. We do not expect the adoption of SFAS No. 146 will have a
significant effect on our results of operations or financial position. | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results ofOperations
|------- | ------------------------------------------------------------------------------------

The following discussion should be
read in conjunction with the financial statements and notes appearing elsewhere in this report and with the December 31, 2001 Form 10-K. Certain information and statements in this discussion constitute forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may involve our plans, objectives and expectations, which are dependent upon a number of factors, including the ability to maintain rental
rates and occupancy, the ability of manufactured home buyers to obtain financing, the level of repossessions by manufactured home lenders, the pace of acquisitions and dispositions, changes in interest rates, competition of other forms of single or
multi-family housing and the condition of the capital markets, all of which may affect our ability to achieve our objectives.

Overview

In August 2001, we
purchased CWS Communities Trust, a private real estate investment trust (CWS), for $552 million. The portfolio, located in 11 states, consisted of 46 manufactured home communities with approximately 16,600 homesites and 1,500 expansion
sites and three RV communities. This transaction extended our leading position in the manufactured housing community sector, making us substantially larger than the next largest REIT competitor in our sector.

During the third quarter of 2001, we implemented a disposition plan and from the inception of the plan through September 30, 2002, we have disposed of 18 properties and two parcels of land for approximately $82.0 million (see further
discussion under Liquidity and Capital Resources below).

As of September 30, 2002, our portfolio comprised 207 manufactured home communities containing 68,842 manufactured homesites and 1,359
park model/RV sites, located in 32 states. We also fee manage 37 properties, containing an aggregate of 8,075 homesites.

Results of Operations

The following
table summarizes certain information relative to our properties as of and for the three and nine months ended September 30, 2002 and 2001. We consider all communities owned by us at both the beginning of the period and the end of the period as our
Same Store Portfolio.

|                                                  |  | Same Store Portfolio |         | Total Portfolio |  
|------------------------------------------------- |  | -------------------- | ------- | --------------- | -
|                                                  |  |                      |         |                 |  
|                                                  |  | 2002                 |         | 2001            |  
|                                                  |  |                      |         |                 |  
|Dollars in thousands, except per site information |  |                      |         |                 |  
|As of September 30,                               |  |                      |         |                 |  
|Number of communities                             |  |                      | 159     |                 |  
|Total manufactured homesites                      |  |                      | 51,636  |                 |  
|Occupied sites                                    |  |                      | 44,912  |                 |  
|Occupancy                                         |  |                      | 87.0    | %               |  
|                                                  |  |                      |         |                 |  
|For the three months ended September 30,          |  |                      |         |                 |  
|Rental income                                     |  | $                    | 50,238  |                 | $
|Property operating expenses                       |  | $                    | 19,039  |                 | $
|Net operating income                              |  | $                    | 31,199  |                 | $
|Weighted average monthly rent per site            |  | $                    | 351     |                 | $
|                                                  |  |                      |         |                 |  
|For the nine months ended September 30,           |  |                      |         |                 |  
|Rental income                                     |  | $                    | 146,490 |                 | $
|Property operating expenses                       |  | $                    | 52,068  |                 | $
|Net operating income                              |  | $                    | 94,422  |                 | $
|Weighted average monthly rent per site            |  | $                    | 347     |                 | $



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##### Table of Contents

Comparison of three months ended September 30, 2002 to three months ended September 30, 2001

For the three months ended September 30,
2002, income from continuing operations was $1,252,000, a decrease of $9,039,000 from the three months ended September 30, 2001. The decrease was due to increased depreciation and interest from the acquisition of CWS and the loss on sales of
properties, offset somewhat by the increase in operating income from the CWS properties and Same Store Portfolio.

Rental revenue for the three months ended September 30, 2002 was $65,692,000 an increase of
$5,912,000 from the three months ended September 30, 2001. The increase is primarily due to the acquisition of CWS and rental increases in our Same Store Portfolio, offset somewhat by declining occupancy.

As
of September 30, 2002, occupancy in our stabilized portfolio was 91.7 percent compared with 93.2 percent at September 30, 2001. The active expansion portfolio had occupancy of 79.1 percent, while our greenfield development portfolio had occupancy of
30.7 percent, for a total occupancy of 87.1 percent. On a per-site basis, weighted monthly rental revenue for the three months ended September 30, 2002 was $354 compared with $333 for the same period in 2001, an increase of 6.3 percent.

Management fee and other income primarily include management and transaction fee income for the management of 37 manufactured home communities for NTandem Trust and equity earnings/losses from our taxable REIT
subsidiary, Community Sales, Inc. (CSI). See further discussion on NTandem Trust under Liquidity and Capital Resources below.

We recognized a loss of $730,000 from CSI in the
third quarter of 2002, compared with a loss of $66,000 in the third quarter of 2001. The increase in losses is primarily due to fewer new home sales, an adjustment to the inventory reserve for obsolescence, and increased overhead costs in the CWS
sales locations. The additional inventory reserve adjustment was approximately $285,000 and was due to events in the industry, including an over supply of repossessed and other pre-owned homes. In addition, in the third quarter, CSI recorded a
one-time loss of approximately $500,000 in connection with the closure of its only company-owned home sales dealership located in Elkhart, Indiana.

Property operating and maintenance expense for the three
months ended September 30, 2002 increased by $2,860,000 or 15.1 percent from the same period a year ago. The majority of the increase was due to the CWS acquisition. The remaining change is due to increases in our Same Store Portfolio, including
increased property insurance, healthcare and administrative costs, offset by a decrease in collection costs, which were unusually high in 2001. We expect these costs to continue to increase at levels higher than historic norms.

Administrative expense for the three months ended September 30, 2002 increased by $1,113,000 from the same period a year ago. Administrative expense in the third quarter of 2002 was 5.1 percent of total revenues as
compared to 3.8 percent in the same period of 2001. This increase was primarily due to increases as a result of the acquisition of CWS last year. In addition, there were a number of operational-related consulting projects that were completed in the
third quarter of 2002.

Depreciation and amortization expense for the three months ended September 30, 2002, increased $5,588,000 from the same period a year ago. The increase is due to the CWS acquisition,
as well as increased depreciation in the joint ventures that we consolidate. In addition, corporate depreciation related to investments in technology increased this quarter by $430,000. Depreciation expense as a percentage of average depreciable
rental property in the third quarter of 2002 remained relatively unchanged from 2001.

Comparison of nine months ended September 30, 2002 to nine months ended September 30, 2001

For the nine months ended September 30, 2002, income from continuing operations was $13,302,000, a decrease of $16,786,000 from the nine months ended September 30, 2001. The decrease was due to increased



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##### Table of Contents

depreciation and interest from the acquisition of CWS, offset somewhat by the increase in operating income from the acquisition properties and Same Store Portfolio, and the gain on sale
of properties.

Rental revenue for the nine months ended September 30, 2002 was $195,409,000 an increase of $39,533,000 from the nine months ended September 30, 2001. The increase is primarily due to the
acquisition of CWS and rental increases in our Same Store Portfolio, offset somewhat by declining occupancy. On a per-site basis, weighted monthly rental revenue for the nine months ended September 30, 2002 was $349 compared with $328 for the same
period in 2001, an increase of 6.4 percent.

Management fee and other income primarily include management and transaction fee income for the management of 37 manufactured home communities for NTandem
Trust and equity earnings/losses from CSI. See further discussion on NTandem Trust under Liquidity and Capital Resources below.

We recognized a loss of $1,430,000 from CSI in the first nine
months of 2002, compared with a loss of $341,000 in 2001. The increased losses are due primarily to fewer new home sales and an adjustment to the inventory reserve for obsolescence and increased overhead costs in the CWS sales locations. The
additional inventory reserve adjustment was approximately $285,000 and was due to events in the industry, including an over supply of repossessed and other pre-owned homes. In the third quarter, CSI recorded a one-time loss of approximately $500,000
in connection with the closure of its only company-owned home sales dealership located in Elkhart, Indiana. In addition, 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 charge is reflected as a cumulative effect of a change in accounting principle and is not included in CSIs operating loss.

Property operating and maintenance expense for the nine months ended September 30, 2002 increased by $14,602,000 or 31.3 percent from the same period a year ago. The majority of the increase was due to the CWS acquisition. The remaining
change is due to increases in our Same Store Portfolio, including increased property insurance, healthcare and administrative costs offset by a decrease in collection costs, which were unusually high in 2001. We expect these costs to continue to
increase at levels higher than historic norms.

Administrative expense for the nine months ended September 30, 2002 increased by $3,160,000 from the same period a year ago. Administrative expense for the
first nine months of 2002 was 5.1 percent of total revenues as compared to 4.3 percent in the same period of 2001. This increase was primarily due to a number of operational-related consulting projects that were completed in the first nine months of
2002.

Depreciation and amortization expense for the nine months ended September 30, 2002, increased $16,888,000 from the same period a year ago. The increase is due to the CWS acquisition, as well as
increased depreciation in the joint ventures that we consolidate. In addition, corporate depreciation related to investments in technology increased this year by $1,200,000. Depreciation expense as a percentage of average depreciable rental property
for the nine months ended September 30, 2002, remained relatively unchanged from 2001.

Industry Conditions

The manufactured housing industry continues to face
significant challenges. The financing market for manufactured homes, which is tapped by our residents in purchasing the homes they place in our communities, remains constrained by historical standards. Several lenders have exited the market place
while others have tightened their underwriting standards. Additionally, readily available and lower rate mortgage financing for our traditional residents allows them the opportunity to purchase a moderately priced site-built home, which carries an
affordable monthly payment. These conditions combined with the economic conditions affecting many of our markets has made it more difficult for us to attract new residents, increase occupancy rates and generate a positive contribution from
CSI.



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##### Table of Contents

In addition, the industry will continue to be challenged by the over supply of repossessed and other pre-owned homes, which may affect the pricing for these homes. We are currently in
discussion with a significant retail lender in the industry who owns approximately 400 repossessed homes in our portfolio. This lender currently pays rent on these homes, yet is facing financial difficulty. We are discussing a plan for future rent
payments and in certain areas, rent abatement or reduction.

Due to the economic uncertainties and the issues discussed above, we continue to focus on our collection process and costs. Total collection
costs, as a percent of revenue continue to be higher than our expectations, specifically in our Detroit and Atlanta markets, and we expect it to continue to be a difficult collection environment.

We are in
the process of reviewing our organization structure with the objective of reducing costs. Included in that review, will be an evaluation of our current staffing at both the property, divisional and corporate levels. The evaluation will be completed
and the plan implemented in the fourth quarter, to be effective in January 2003. We expect to incur one-time costs in the range of $300,000-$600,000 in connection with this reorganization.

Discontinued
Operations

In the third quarter of 2001, we began implementing a disposition plan and started identifying a number of mature properties that no longer meet our portfolio objectives. Assets held for sale
are carried at the lower of book value or fair value, less costs to sell the assets. As of September 30, 2002, we have sold 18 properties and two parcels of land for approximately $82.0 million. During the first nine months of 2002, we sold 12
properties and two parcels of land for a combined gross sales price of approximately $40.2 million and a gain of $4.5 million of which $3.6 million is included in discontinued operations. The net proceeds of $28.6 million were used to reduce
outstanding balances under the Acquisition Facility and our Credit Facilities. In addition, we have approximately $9.9 million in an escrow account related to the sale of two properties. Due to the timing of the sale of one property, $2.5 million
was received in October 2002. The remaining $7.4 million will be used to purchase two replacement properties in November 2002 to affect a tax-deferred exchange.

During the third quarter 2002, we identified
one community for disposition and as such, reclassified this asset from rental property to rental property held for sale. As a result, we evaluated the carrying value of this asset and recognized an asset impairment charge of approximately $1.3
million. For the three and nine month periods presented, in accordance with SFAS No. 144 Accounting for The Impairment or Disposal of Long-Lived Assets, income from discontinued operations includes the results of operations through the
property sale date (if the property was sold prior to September 30, 2002) of nine properties containing 1,751 sites that were sold or designated as held for sale in 2002. As of September 30, 2002, eight of the properties have been sold and the
remaining one is expected to close in the next several months.

Liquidity and Capital Resources

Net cash provided by operating activities was $66,767,000 for
the nine months ended September 30, 2002, compared with $73,762,000 for the nine months ended September 30, 2001. The decrease in cash provided by operating activities was due primarily to payments of operating liabilities.

Net cash provided by investing activities for the nine months ended September 30, 2002 was $20,204,000 as compared to net uses of $369,868,000 for the same period in 2001. This amount represents acquisitions,
dispositions, investments in and advances to affiliates, lending activity, capital expenditures, and development costs. The decrease in cash used for investing activities is a result of our disposition plan and reduced acquisition
activity.



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##### Table of Contents

During the nine months ended September 30, 2002, we invested approximately $12.5 million, in cash and OP Units, in the expansion and development of our communities including finish costs
on sites added in prior periods and progress on sites that will be added to our portfolio later in 2002. For the nine months ended September 30, 2002, recurring property capital expenditures, other than development costs, were approximately $8.8
million. In addition, we invested approximately $285,000 in storage sheds, $150,000 in sub-metering and $4.6 million, in cash and OP Units, in acquisition capital expenditures. Upon the acquisition of a property or portfolio, capital projects for
that acquisition are identified and completed over the first twelve months of our ownership and are considered in our cap rate at the time of acquisition.

Net cash used in financing activities for the nine
months ended September 30, 2002 was $83,876,000. This was due primarily to net payments on our Credit Facilities (discussed below) and distributions to our OP unitholders.

We have a line of credit available
with BankOne, N.A., acting as lead agent. In May 2002, we increased the borrowing capacity to $175 million. The term of the facility was extended to February 2005 and the facility bears interest at LIBOR plus 100 basis points. In addition we have a
$7.5 million revolving line of credit from US Bank, which bears interest at a rate of LIBOR plus 125 basis points and matures in March 2003 (together with our BankOne credit facility, Credit Facilities). As of September 30, 2002 we had
approximately $124 million outstanding under our Credit Facilities and had available $58.5 million in additional borrowing capacity.

In May 2002, we completed the issuance of a $125 million term loan with
BankOne acting as lead agent. The loan bears interest at LIBOR plus 120 basis points and matures in May 2004. The proceeds were used to pay off the Acquisition Facility that was due to mature in August 2002.

On October 15, 2002, Standard & Poors Ratings Services changed our debt rating to BBB-. The reason for the change was due to our announcement of lower than expected earnings for the remainder of 2002 as well as lower coverage
ratios since completing the CWS acquisition in 2001. This downgrade has resulted in an immediate increase in the interest rate on $250 million of variable rate debt by a range of 15 to 20 basis points.

Our
principal long term liquidity needs include: repayment of long-term borrowings and amounts outstanding under the Credit Facilities, future acquisitions of communities, acquisition of land for development, and new and existing community development
activities. We do not expect to generate sufficient funds from operations to finance these long-term liquidity needs and instead intend to meet our long-term liquidity requirements through additional borrowings under our Credit Facilities or other
lines of credit, the assumption of existing secured or unsecured indebtedness, proceeds from the disposition of properties, and, depending on market conditions and capital availability factors, the issuance of additional equity or debt securities.

We expect to meet our short-term liquidity requirements, including dividends and capital expenditure requirements, through cash flow from operations and, if necessary, and depending on our operating
performance, borrowings under our Credit Facilities and other lines of credit.



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##### Table of Contents

NTandem Trust

During 2002, we purchased additional equity in NTandem Trust and as of September 30, 2002, we currently own
approximately 19 percent of NTandems outstanding equity. Also, as of September 30, 2002, we have loaned and advanced approximately $40 million to NTandem. We also guarantee NTandems working capital line of credit, which
has $16.5 million outstanding as of September 30, 2002. In addition, we own NTandems external advisor and provide management and other services to NTandem. As such, we possess significant influence over the operating and financial
decisions of NTandem, and accordingly, account for our investment utilizing the equity method of accounting. The following table details the fees charged to NTandem for the respective periods (in thousands):

|                                 |  | For the three monthsended September 30, |       | For the nine monthsended September 30, |  
|-------------------------------- |  | --------------------------------------- | ----- | -------------------------------------- | -
|                                 |  |                                         |       |                                        |  
|                                 |  | 2002                                    |       | 2001                                   |  
|                                 |  |                                         |       |                                        |  
|Interest income and related fees |  | $                                       | 575   |                                        | $
|Transaction fees                 |  |                                         |      |                                        |  
|Advisory fees                    |  |                                         | 337   |                                        |  
|Management and overhead fees     |  |                                         | 397   |                                        |  
|                                 |  |                                         |       |                                        |  
|                                 |  | $                                       | 1,309 |                                        | $
|                                 |  |                                         |       |                                        |  

Management has evaluated the recoverability of our investment in and advances to NTandem and has determined that no valuation allowance is necessary at this time. We will
continue to evaluate the recoverability and the need for an allowance. NTandem will likely continue to generate negative cash flow from operations in the near term. We believe that based on current market conditions the loans and advances to
NTandem will be recovered from the ultimate sale of the properties.

New Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This Statement rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt, SFAS No. 44,
Accounting for Intangible Assets of Motor Carriers and SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This statement amends SFAS No. 13, Accounting for Leases, to eliminate an
inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 is generally effective
for us for the year ended December 31, 2003. We do not expect the adoption of SFAS No. 145 will have a significant effect on our results of operations or financial position.

In July 2002, the FASB issued
SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. 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. SFAS No. 146 will be effective for exit or disposal
activities that are initiated after December 31, 2002. We do not expect the adoption of SFAS No. 146 will have a significant effect on our results of operations or financial position.



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##### Table of Contents

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 debt restructuring and sales of property and rental property depreciation and amortization. We believe 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 (1) does not represent cash flow from operations as defined by generally accepted accounting principles; (2) 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; (3) is not an alternative to cash flow as a measure of liquidity; and (4) may not be comparable to similarly titled
measures reported by other REITs.

Our FFO is calculated as follows:

|                                                   |  | For the QuarterEnded September 30, |        | For the Nine MonthsEnded September 30, |  
|-------------------------------------------------- |  | ---------------------------------- | ------ | -------------------------------------- | -
|                                                   |  |                                    |        |                                        |  
|                                                   |  | 2002                               |        | 2001                                   |  
|                                                   |  |                                    |        |                                        |  
|Income available to common OP unitholders          |  | $                                  | 3,836  |                                        | $
|Adjustments:                                       |  |                                    |        |                                        |  
|Depreciation and amortization on rental properties |  |                                    | 17,753 |                                        |  
|Net (gain) loss on sale of rental property         |  |                                    | 715    |                                        |  
|Cumulative effect of accounting change             |  |                                    |       |                                        |  
|Discontinued operations:                           |  |                                    |        |                                        |  
|Depreciation on rental property                    |  |                                    | 197    |                                        |  
|Impairment / net gain on sale                      |  |                                    | (2,454 | )                                      |  
|                                                   |  |                                    |        |                                        |  
|FFO                                                |  | $                                  | 20,047 |                                        | $
|                                                   |  |                                    |        |                                        |  



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##### Table of Contents

|Item 3. | Quantitative and Qualitative Disclosures about Market Risks
|------- | -----------------------------------------------------------

The following table sets forth certain information related to our secured and unsecured indebtedness
outstanding as of September 30, 2002:

|(In thousands)               |  | Amount ofIndebtedness |           | Percent ofTotal Debt |  | WeightedAverageInterest Rate |   | MaturityDate |    
|---------------------------- |  | --------------------- | --------- | -------------------- |  | ---------------------------- | - | ------------ | ---
|                             |  |                       |           |                      |  |                              |   |              |    
|                             |  |                       |           |                      |  |                              |   |              |    
|Mortgage Debt:               |  |                       |           |                      |  |                              |   |              |    
|                             |  |                       |           |                      |  |                              |   |              |    
|FNMA Mortgage (7 properties) |  | $                     | 114,211   |                      |  | 11                           | % |              | 7.8
|Northwestern (9 properties)  |  |                       | 72,938    |                      |  | 7                            | % |              | 7.2
|Other (22 properties)        |  |                       | 95,146    |                      |  | 10                           | % |              | 7.6
|                             |  |                       |           |                      |  |                              |   |              |    
|                             |  |                       |           |                      |  |                              |   |              |    
|Total Mortgages              |  |                       | 282,295   |                      |  | 28                           | % |              | 7.7
|                             |  |                       |           |                      |  |                              |   |              |    
|Unsecured Debt:              |  |                       |           |                      |  |                              |   |              |    
|                             |  |                       |           |                      |  |                              |   |              |    
|Unsecured Senior Notes       |  |                       | 20,000    |                      |  | 2                            | % |              | 7.5
|Unsecured Senior Notes       |  |                       | 50,000    |                      |  | 5                            | % |              | 8.3
|Unsecured Senior Notes       |  |                       | 50,000    |                      |  | 5                            | % |              | 8.0
|Unsecured Senior Notes       |  |                       | 150,000   |                      |  | 15                           | % |              | 7.1
|Unsecured Senior Notes       |  |                       | 100,000   |                      |  | 10                           | % |              | 8.3
|Unsecured Senior Notes       |  |                       | 100,000   |                      |  | 10                           | % |              | 6.4
|                             |  |                       |           |                      |  |                              |   |              |    
|Total Unsecured Senior Notes |  |                       | 470,000   |                      |  | 47                           | % |              | 7.5
|                             |  |                       |           |                      |  |                              |   |              |    
|Unsecured Installment Notes  |  |                       | 9,662     |                      |  | 1                            | % |              | 7.5
|                             |  |                       |           |                      |  |                              |   |              |    
|Total Fixed Rate             |  |                       | 761,957   |                      |  | 76                           | % |              | 7.6
|                             |  |                       |           |                      |  |                              |   |              |    
|Variable Rate Debt:          |  |                       |           |                      |  |                              |   |              |    
|                             |  |                       |           |                      |  |                              |   |              |    
|Unsecured Term Loan          |  |                       | 125,000   |                      |  | 12                           | % |              | 3.0
|Credit Facilities            |  |                       | 124,000   |                      |  | 12                           | % |              | 2.9
|                             |  |                       |           |                      |  |                              |   |              |    
|Total Fixed and Variable     |  | $                     | 1,010,957 |                      |  | 100                          | % |              |    
|                             |  |                       |           |                      |  |                              |   |              |    

Based on the average amount outstanding of our variable rate debt for the three and nine months ended September 30, 2002 if the LIBOR rate under these facilities was 100 basis
points higher or lower during the three or nine months ended September 30, 2002, then our interest expense (before adjustments for capitalized items), for the periods would have increased or decreased by approximately $623,000 and $1,868,000,
respectively.



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##### Table of Contents

|Item 4. | Controls and Procedures
|------- | -----------------------

Evaluation of Disclosure 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 have evaluated our disclosure controls and procedures as of a date within 90 days of the filing date of this Form 10-Q and have concluded that our disclosure controls and procedures are effective as of the date of such
evaluation.

Changes in Internal Controls

We also maintain a system of internal controls. The term internal controls, as defined by the American
Institute of Certified Public Accountants Codification of Statement on Auditing Standards, AU Section 319, means controls and other procedures designed to provide reasonable assurance regarding the achievement of objectives in the reliability
of our financial reporting, the effectiveness and efficiency of our operations and of our compliance with applicable laws and regulations. There have been no significant changes in our internal controls or in other factors that could significantly
affect such controls subsequent to the date we carried out our evaluation.



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##### Table of Contents

PART II.      OTHER INFORMATION

|Item 1. | Legal Proceedings
|------- | -----------------

| | None. | 
| | ----- | 

|Item 2. | Changes in Securities and Use of Proceeds
|------- | -----------------------------------------

| | Not Applicable. | 
| | --------------- | 

|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

| | Not Applicable. | 
| | --------------- | 

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

| | Not Applicable. | 
| | --------------- | 

|Item 5. | Other Information
|------- | -----------------

Property Information

We classify all our properties in the stable, greenfield
development, or active expansion portfolio. The stable portfolio includes communities where we do not have, or have not recently had, expansion of the community. These communities normally have stable occupancy rates. The greenfield development
portfolio includes properties where we are developing the community. The active expansion portfolio includes properties where we are currently, or have recently, expanded the community by adding homesites to the available homesites 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. In addition, we own three park model/RV communities.

The following table sets forth certain information, as of September 30, 2002, regarding our properties, excluding the three park model/RV communities. 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(Closest Major City) |  | TotalComm-unities |  | TotalNumber ofSites |  | Occupancy |  | WeightedAverage MonthlyRent per Site | 
|--- |  | -------------------- |  | ---------------- |  | ---------------------------- |  | ----------------- |  | ------------------- |  | --------- |  | ------------------------------------ | 
|    |  | 100 Oaks             |  |                  |  | AL                           |  | Fultondale        |  |                     |  | 235       |  | 77.9%                                | 
|(a) |  | Lakewood             |  |                  |  | AL                           |  | Montgomery        |  |                     |  | 396       |  | 45.5%                                | 
|    |  | Green Park South     |  |                  |  | AL                           |  | Montgomery        |  |                     |  | 421       |  | 90.7%                                | 
|    |  |                      |  | Total Alabama    |  |                              |  |                   |  | 3                   |  | 1,052     |  | 70.8%                                | 
|    |  | Westpark             |  |                  |  | AZ                           |  | Phoenix           |  |                     |  | 183       |  | 91.3%                                | 
|    |  |                      |  | Total Arizona    |  |                              |  |                   |  | 1                   |  | 183       |  | 91.3%                                | 
|    |  | Bermuda Palms        |  |                  |  | CA                           |  | Palm Springs      |  |                     |  | 185       |  | 95.1%                                | 
|    |  | Eastridge            |  |                  |  | CA                           |  | San Jose          |  |                     |  | 187       |  | 99.5%                                | 
|    |  | La Quinta Ridge      |  |                  |  | CA                           |  | Palm Springs      |  |                     |  | 151       |  | 88.1%                                | 
|    |  | The Colony           |  |                  |  | CA                           |  | Palm Springs      |  |                     |  | 220       |  | 97.3%                                | 
|    |  | The Orchard          |  |                  |  | CA                           |  | San Francisco     |  |                     |  | 233       |  | 99.6%                                | 
|    |  | Green River          |  |                  |  | CA                           |  | Los Angeles       |  |                     |  | 333       |  | 99.7%                                | 
|    |  | Jurupa Hills Cascade |  |                  |  | CA                           |  | Los Angeles       |  |                     |  | 322       |  | 99.7%                                | 
|    |  | Los Ranchos          |  |                  |  | CA                           |  | Los Angeles       |  |                     |  | 389       |  | 72.5%                                | 
|    |  |                      |  | Total California |  |                              |  |                   |  | 8                   |  | 2,020     |  | 92.9%                                | 
|    |  | CV-Denver            |  |                  |  | CO                           |  | Denver            |  |                     |  | 345       |  | 93.3%                                | 
|    |  | CV-Longmont          |  |                  |  | CO                           |  | Longmont          |  |                     |  | 310       |  | 98.7%                                | 
|    |  | Friendly Village     |  |                  |  | CO                           |  | Greeley           |  |                     |  | 226       |  | 99.1%                                | 
|    |  | Pine Lakes Ranch     |  |                  |  | CO                           |  | Denver            |  |                     |  | 762       |  | 98.6%                                | 
|    |  | Redwood Estates      |  |                  |  | CO                           |  | Denver            |  |                     |  | 754       |  | 98.0%                                | 
|(b) |  | Prairie Greens       |  |                  |  | CO                           |  | Denver            |  |                     |  | 139       |  | 8.6%                                 | 



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##### Table of Contents

|    |  | Community             |  | State             |  | Location(Closest Major City) |  | TotalComm-unities |  | TotalNumber ofSites |  | Occupancy |  | WeightedAverage MonthlyRent per Site | 
|--- |  | --------------------- |  | ----------------- |  | ---------------------------- |  | ----------------- |  | ------------------- |  | --------- |  | ------------------------------------ | 
|    |  | Longview              |  |                   |  | CO                           |  | Longmont          |  |                     |  | 400       |  | 99.3%                                | 
|(b) |  | Antelope Ridge        |  |                   |  | CO                           |  | Colorado Springs  |  |                     |  | 246       |  | 34.1%                                | 
|    |  |                       |  | Total Colorado    |  |                              |  |                   |  | 8                   |  | 3,182     |  | 89.1%                                | 
|    |  | Cedar Grove           |  |                   |  | CT                           |  | New Haven         |  |                     |  | 60        |  | 98.3%                                | 
|    |  | Evergreen             |  |                   |  | CT                           |  | New Haven         |  |                     |  | 102       |  | 98.0%                                | 
|    |  | Green Acres           |  |                   |  | CT                           |  | New Haven         |  |                     |  | 64        |  | 100.0%                               | 
|    |  | Highland              |  |                   |  | CT                           |  | New Haven         |  |                     |  | 50        |  | 96.0%                                | 
|    |  |                       |  | Total Connecticut |  |                              |  |                   |  | 4                   |  | 276       |  | 98.2%                                | 
|    |  | Anchor North          |  |                   |  | FL                           |  | Tampa Bay         |  |                     |  | 93        |  | 93.5%                                | 
|    |  | Audubon               |  |                   |  | FL                           |  | Orlando           |  |                     |  | 280       |  | 98.2%                                | 
|    |  | Colony Cove           |  |                   |  | FL                           |  | Sarasota          |  |                     |  | 2,210     |  | 98.7%                                | 
|    |  | Crystal Lake          |  |                   |  | FL                           |  | St. Petersburg    |  |                     |  | 166       |  | 88.0%                                | 
|(a) |  | Crystal Lakes         |  |                   |  | FL                           |  | Tampa             |  |                     |  | 330       |  | 62.7%                                | 
|    |  | CV-Jacksonville       |  |                   |  | FL                           |  | Jacksonville      |  |                     |  | 643       |  | 88.3%                                | 
|    |  | Del Tura              |  |                   |  | FL                           |  | Fort Myers        |  |                     |  | 1,344     |  | 88.5%                                | 
|    |  | Eldorado Estates      |  |                   |  | FL                           |  | Daytona Beach     |  |                     |  | 126       |  | 94.4%                                | 
|    |  | Emerald Lake          |  |                   |  | FL                           |  | Fort Myers        |  |                     |  | 201       |  | 99.0%                                | 
|    |  | Fairways Country Club |  |                   |  | FL                           |  | Orlando           |  |                     |  | 1,141     |  | 99.1%                                | 
|(a) |  | Foxwood Farms         |  |                   |  | FL                           |  | Orlando           |  |                     |  | 375       |  | 80.5%                                | 
|    |  | Hidden Valley         |  |                   |  | FL                           |  | Orlando           |  |                     |  | 303       |  | 99.3%                                | 
|    |  | Indian Rocks          |  |                   |  | FL                           |  | Clearwater        |  |                     |  | 148       |  | 71.6%                                | 
|    |  | Jade Isle             |  |                   |  | FL                           |  | Orlando           |  |                     |  | 101       |  | 93.1%                                | 
|    |  | Lakeland Harbor       |  |                   |  | FL                           |  | Tampa             |  |                     |  | 504       |  | 99.8%                                | 
|    |  | Lakeland Junction     |  |                   |  | FL                           |  | Tampa             |  |                     |  | 191       |  | 99.5%                                | 
|    |  | Lakes at Leesburg     |  |                   |  | FL                           |  | Orlando           |  |                     |  | 640       |  | 100.0%                               | 
|    |  | Land O Lakes         |  |                   |  | FL                           |  | Orlando           |  |                     |  | 173       |  | 93.1%                                | 
|    |  | Midway Estates        |  |                   |  | FL                           |  | Vero Beach        |  |                     |  | 204       |  | 58.3%                                | 
|    |  | Oak Springs           |  |                   |  | FL                           |  | Orlando           |  |                     |  | 438       |  | 71.2%                                | 
|    |  | Orange Lake           |  |                   |  | FL                           |  | Orlando           |  |                     |  | 242       |  | 97.9%                                | 
|    |  | Palm Beach Colony     |  |                   |  | FL                           |  | West Palm Beach   |  |                     |  | 285       |  | 93.3%                                | 
|    |  | Pedalers Pond        |  |                   |  | FL                           |  | Orlando           |  |                     |  | 214       |  | 82.7%                                | 
|    |  | Pinellas Cascades     |  |                   |  | FL                           |  | Clearwater        |  |                     |  | 238       |  | 91.2%                                | 
|    |  | Shady Lane            |  |                   |  | FL                           |  | Clearwater        |  |                     |  | 108       |  | 94.4%                                | 
|    |  | Shady Oak             |  |                   |  | FL                           |  | Clearwater        |  |                     |  | 250       |  | 96.8%                                | 
|    |  | Shady Village         |  |                   |  | FL                           |  | Clearwater        |  |                     |  | 156       |  | 96.8%                                | 
|    |  | Southwind Village     |  |                   |  | FL                           |  | Naples            |  |                     |  | 337       |  | 94.1%                                | 
|    |  | Starlight Ranch       |  |                   |  | FL                           |  | Orlando           |  |                     |  | 783       |  | 95.4%                                | 
|    |  | Tarpon Glen           |  |                   |  | FL                           |  | Clearwater        |  |                     |  | 170       |  | 87.1%                                | 
|    |  | Town & Country        |  |                   |  | FL                           |  | Orlando           |  |                     |  | 73        |  | 89.0%                                | 
|    |  | Whispering Pines      |  |                   |  | FL                           |  | Clearwater        |  |                     |  | 392       |  | 92.3%                                | 
|    |  | Winter Haven Oaks     |  |                   |  | FL                           |  | Orlando           |  |                     |  | 343       |  | 53.6%                                | 
|    |  | Beacon Hill Colony    |  |                   |  | FL                           |  | Tampa             |  |                     |  | 201       |  | 100.0%                               | 
|    |  | Beacon Terrace        |  |                   |  | FL                           |  | Tampa             |  |                     |  | 297       |  | 99.7%                                | 
|    |  | Crystal Lake Club     |  |                   |  | FL                           |  | Tampa             |  |                     |  | 599       |  | 79.5%                                | 
|    |  | Haselton Village      |  |                   |  | FL                           |  | Orlando           |  |                     |  | 292       |  | 97.9%                                | 
|    |  | Lakeside Terrace      |  |                   |  | FL                           |  | Orlando           |  |                     |  | 241       |  | 99.2%                                | 
|(a) |  | Palm Valley           |  |                   |  | FL                           |  | Orlando           |  |                     |  | 789       |  | 81.0%                                | 
|    |  | Parkwood Communities  |  |                   |  | FL                           |  | Orlando           |  |                     |  | 695       |  | 95.8%                                | 
|(a) |  | Pinelake Gardens      |  |                   |  | FL                           |  | Vero Beach        |  |                     |  | 532       |  | 86.3%                                | 
|    |  | Shadow Hills          |  |                   |  | FL                           |  | Orlando           |  |                     |  | 670       |  | 78.5%                                | 
|    |  | Sunny South Estates   |  |                   |  | FL                           |  | West Palm Beach   |  |                     |  | 319       |  | 97.2%                                | 
|    |  | Tara Woods            |  |                   |  | FL                           |  | Tampa             |  |                     |  | 531       |  | 98.7%                                | 
|    |  | University Village    |  |                   |  | FL                           |  | Orlando           |  |                     |  | 480       |  | 80.2%                                | 
|    |  | Village Green         |  |                   |  | FL                           |  | Vero Beach        |  |                     |  | 780       |  | 99.4%                                | 
|    |  |                       |  | Total Florida     |  |                              |  |                   |  | 46                  |  | 19,628    |  | 90.8%                                | 
|    |  | Atlanta Meadows       |  |                   |  | GA                           |  | Atlanta           |  |                     |  | 75        |  | 97.3%                                | 
|(a) |  | Butler Creek          |  |                   |  | GA                           |  | Augusta           |  |                     |  | 376       |  | 63.0%                                | 
|    |  | Camden Point          |  |                   |  | GA                           |  | Kingsland         |  |                     |  | 268       |  | 43.3%                                | 
|    |  | Castlewood Estates    |  |                   |  | GA                           |  | Atlanta           |  |                     |  | 334       |  | 81.7%                                | 



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##### Table of Contents

|    |  | Community              |  | State               |  | Location(Closest Major City) |  | TotalComm-unities |  | TotalNumber ofSites |  | Occupancy |  | WeightedAverage MonthlyRent per Site | 
|--- |  | ---------------------- |  | ------------------- |  | ---------------------------- |  | ----------------- |  | ------------------- |  | --------- |  | ------------------------------------ | 
|    |  | Colonial Coach Estates |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 481       |  | 75.3%                                | 
|    |  | Golden Valley          |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 131       |  | 86.3%                                | 
|    |  | Landmark               |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 524       |  | 85.9%                                | 
|    |  | Marnelle               |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 205       |  | 88.8%                                | 
|    |  | South Oaks             |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 294       |  | 47.3%                                | 
|    |  | Hunter Ridge           |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 829       |  | 91.3%                                | 
|    |  | Four Seasons           |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 214       |  | 94.4%                                | 
|    |  | Friendly Village       |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 203       |  | 97.0%                                | 
|    |  | Lamplighter Village    |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 431       |  | 94.7%                                | 
|    |  | Pooles Manor           |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 193       |  | 77.2%                                | 
|    |  | Shadowood              |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 506       |  | 91.5%                                | 
|    |  | Smoke Creek            |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 264       |  | 87.1%                                | 
|    |  | Stone Mountain         |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 354       |  | 91.8%                                | 
|    |  | Suburban Woods         |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 216       |  | 86.6%                                | 
|    |  | Woodlands of Kennesaw  |  |                     |  | GA                           |  | Atlanta           |  |                     |  | 273       |  | 90.1%                                | 
|    |  |                        |  | Total Georgia       |  |                              |  |                   |  | 19                  |  | 6,171     |  | 82.8%                                | 
|    |  | Lakewood Estates       |  |                     |  | IA                           |  | Davenport         |  |                     |  | 180       |  | 92.2%                                | 
|    |  | Terrace Heights        |  |                     |  | IA                           |  | Dubuque           |  |                     |  | 317       |  | 93.7%                                | 
|(b) |  | Wolf Creek             |  |                     |  | IA                           |  | Des Moines        |  |                     |  | 80        |  | 2.5%                                 | 
|    |  |                        |  | Total Iowa          |  |                              |  |                   |  | 3                   |  | 577       |  | 80.6%                                | 
|    |  | Coach Royale           |  |                     |  | ID                           |  | Boise             |  |                     |  | 91        |  | 100.0%                               | 
|    |  | Maple Grove Estates    |  |                     |  | ID                           |  | Boise             |  |                     |  | 270       |  | 94.4%                                | 
|    |  | Shenandoah Estates     |  |                     |  | ID                           |  | Boise             |  |                     |  | 154       |  | 94.8%                                | 
|    |  |                        |  | Total Idaho         |  |                              |  |                   |  | 3                   |  | 515       |  | 95.5%                                | 
|    |  | Falcon Farms           |  |                     |  | IL                           |  | Moline            |  |                     |  | 215       |  | 91.2%                                | 
|    |  | Maple Ridge/Valley     |  |                     |  | IL                           |  | Kankakee          |  |                     |  | 276       |  | 98.6%                                | 
|    |  |                        |  | Total Illinois      |  |                              |  |                   |  | 3                   |  | 491       |  | 95.3%                                | 
|(a) |  | Broadmore              |  |                     |  | IN                           |  | South Bend        |  |                     |  | 370       |  | 74.1%                                | 
|    |  | Forest Creek           |  |                     |  | IN                           |  | South Bend        |  |                     |  | 167       |  | 85.0%                                | 
|(a) |  | Fountainvue            |  |                     |  | IN                           |  | Marion            |  |                     |  | 120       |  | 86.7%                                | 
|    |  | Hickory Knoll          |  |                     |  | IN                           |  | Indianapolis      |  |                     |  | 325       |  | 92.3%                                | 
|    |  | Hoosier Estates        |  |                     |  | IN                           |  | Indianapolis      |  |                     |  | 288       |  | 97.6%                                | 
|    |  | Mariwood               |  |                     |  | IN                           |  | Indianapolis      |  |                     |  | 296       |  | 92.9%                                | 
|    |  | Oak Ridge              |  |                     |  | IN                           |  | South Bend        |  |                     |  | 204       |  | 83.3%                                | 
|(a) |  | Sherwood               |  |                     |  | IN                           |  | Marion            |  |                     |  | 134       |  | 48.5%                                | 
|    |  | Skyway                 |  |                     |  | IN                           |  | Indianapolis      |  |                     |  | 156       |  | 91.0%                                | 
|    |  | Twin Pines             |  |                     |  | IN                           |  | Goshen            |  |                     |  | 238       |  | 91.2%                                | 
|    |  |                        |  | Total Indiana       |  |                              |  |                   |  | 10                  |  | 2,298     |  | 85.7%                                | 
|    |  | Mosbys Point          |  |                     |  | KY                           |  | Cincinnati        |  |                     |  | 150       |  | 95.3%                                | 
|    |  |                        |  | Total Kentucky      |  |                              |  |                   |  | 1                   |  | 150       |  | 95.3%                                | 
|    |  | Pinecrest Village      |  |                     |  | LA                           |  | Shreveport        |  |                     |  | 446       |  | 75.6%                                | 
|    |  | Stonegate, LA          |  |                     |  | LA                           |  | Shreveport        |  |                     |  | 157       |  | 95.5%                                | 
|    |  |                        |  | Total Louisiana     |  |                              |  |                   |  | 2                   |  | 603       |  | 80.8%                                | 
|    |  | Hillcrest              |  |                     |  | MA                           |  | Boston            |  |                     |  | 83        |  | 98.8%                                | 
|    |  | Leisurewoods Rockland  |  |                     |  | MA                           |  | Boston            |  |                     |  | 394       |  | 99.2%                                | 
|(a) |  | Leisurewoods Taunton   |  |                     |  | MA                           |  | Boston            |  |                     |  | 222       |  | 100.0%                               | 
|    |  | The Glen               |  |                     |  | MA                           |  | Boston            |  |                     |  | 36        |  | 100.0%                               | 
|    |  |                        |  | Total Massachusetts |  |                              |  |                   |  | 4                   |  | 735       |  | 99.5%                                | 
|(a) |  | Algoma Estates         |  |                     |  | MI                           |  | Grand Rapids      |  |                     |  | 343       |  | 83.1%                                | 
|    |  | Anchor Bay             |  |                     |  | MI                           |  | Detroit           |  |                     |  | 1,384     |  | 90.8%                                | 
|    |  | Arbor Village          |  |                     |  | MI                           |  | Jackson           |  |                     |  | 266       |  | 95.1%                                | 
|    |  | Avon                   |  |                     |  | MI                           |  | Detroit           |  |                     |  | 617       |  | 95.9%                                | 
|(a) |  | Canterbury Estates     |  |                     |  | MI                           |  | Grand Rapids      |  |                     |  | 290       |  | 65.2%                                | 
|    |  | Chesterfield           |  |                     |  | MI                           |  | Detroit           |  |                     |  | 345       |  | 93.6%                                | 
|(a) |  | Chestnut Creek         |  |                     |  | MI                           |  | Flint             |  |                     |  | 221       |  | 88.2%                                | 
|    |  | Clinton                |  |                     |  | MI                           |  | Detroit           |  |                     |  | 1,000     |  | 90.6%                                | 
|    |  | Colonial Acres         |  |                     |  | MI                           |  | Kalamazoo         |  |                     |  | 612       |  | 87.7%                                | 
|    |  | Colonial Manor         |  |                     |  | MI                           |  | Kalamazoo         |  |                     |  | 195       |  | 90.8%                                | 
|    |  | Country Estates        |  |                     |  | MI                           |  | Grand Rapids      |  |                     |  | 254       |  | 82.3%                                | 



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##### Table of Contents

|    |  | Community                       |  | State                |  | Location(Closest Major City) |  | TotalComm-unities    |  | TotalNumber ofSites |  | Occupancy |  | WeightedAverage MonthlyRent per Site | 
|--- |  | ------------------------------- |  | -------------------- |  | ---------------------------- |  | -------------------- |  | ------------------- |  | --------- |  | ------------------------------------ | 
|(a) |  | Cranberry                       |  |                      |  | MI                           |  | Pontiac              |  |                     |  | 328       |  | 82.3%                                | 
|(b) |  | Deerfield Manor (aka Allendale) |  |                      |  | MI                           |  | Allendale            |  |                     |  | 96        |  | 37.5%                                | 
|    |  | Ferrand Estates                 |  |                      |  | MI                           |  | Grand Rapids         |  |                     |  | 420       |  | 98.6%                                | 
|(a) |  | Forest Lake Estates             |  |                      |  | MI                           |  | Grand Rapids         |  |                     |  | 221       |  | 72.4%                                | 
|(b) |  | Glenmoor                        |  |                      |  | MI                           |  | Grand Rapids         |  |                     |  | 41        |  | 24.4%                                | 
|(a) |  | Grand Blanc                     |  |                      |  | MI                           |  | Flint                |  |                     |  | 478       |  | 82.8%                                | 
|    |  | Holiday Estates                 |  |                      |  | MI                           |  | Grand Rapids         |  |                     |  | 204       |  | 96.1%                                | 
|(b) |  | Holly Hills                     |  |                      |  | MI                           |  | Holly                |  |                     |  | 96        |  | 77.1%                                | 
|    |  | Howell                          |  |                      |  | MI                           |  | Lansing              |  |                     |  | 455       |  | 93.4%                                | 
|(a) |  | Huron Estates                   |  |                      |  | MI                           |  | Flint                |  |                     |  | 111       |  | 82.9%                                | 
|    |  | Lake in the Hills               |  |                      |  | MI                           |  | Detroit              |  |                     |  | 238       |  | 99.2%                                | 
|(a) |  | Leonard Gardens                 |  |                      |  | MI                           |  | Grand Rapids         |  |                     |  | 319       |  | 73.4%                                | 
|    |  | Macomb                          |  |                      |  | MI                           |  | Detroit              |  |                     |  | 1,427     |  | 90.4%                                | 
|(b) |  | Maple Run                       |  |                      |  | MI                           |  | Clio                 |  |                     |  | 145       |  | 56.6%                                | 
|    |  | Norton Shores                   |  |                      |  | MI                           |  | Grand Rapids         |  |                     |  | 656       |  | 78.8%                                | 
|    |  | Novi                            |  |                      |  | MI                           |  | Detroit              |  |                     |  | 725       |  | 88.1%                                | 
|    |  | Oakhill                         |  |                      |  | MI                           |  | Flint                |  |                     |  | 504       |  | 84.1%                                | 
|    |  | Old Orchard                     |  |                      |  | MI                           |  | Flint                |  |                     |  | 200       |  | 100.0%                               | 
|    |  | Orion                           |  |                      |  | MI                           |  | Detroit              |  |                     |  | 423       |  | 92.4%                                | 
|(b) |  | Pine Lakes                      |  |                      |  | MI                           |  | Lapeer               |  |                     |  | 136       |  | 63.2%                                | 
|    |  | Pinewood                        |  |                      |  | MI                           |  | Columbus             |  |                     |  | 380       |  | 90.8%                                | 
|    |  | Pleasant Ridge                  |  |                      |  | MI                           |  | Lansing              |  |                     |  | 305       |  | 60.3%                                | 
|    |  | Royal Estates                   |  |                      |  | MI                           |  | Kalamazoo            |  |                     |  | 183       |  | 86.3%                                | 
|    |  | Science City                    |  |                      |  | MI                           |  | Midland              |  |                     |  | 171       |  | 90.1%                                | 
|    |  | Springbrook                     |  |                      |  | MI                           |  | Utica                |  |                     |  | 398       |  | 95.5%                                | 
|    |  | Sun Valley                      |  |                      |  | MI                           |  | Jackson              |  |                     |  | 197       |  | 89.8%                                | 
|    |  | Swan Creek                      |  |                      |  | MI                           |  | Ann Arbor            |  |                     |  | 294       |  | 99.3%                                | 
|(a) |  | The Highlands                   |  |                      |  | MI                           |  | Flint                |  |                     |  | 682       |  | 88.6%                                | 
|(a) |  | Torrey Hills                    |  |                      |  | MI                           |  | Flint                |  |                     |  | 377       |  | 87.0%                                | 
|    |  | Valley Vista                    |  |                      |  | MI                           |  | Grand Rapids         |  |                     |  | 137       |  | 91.2%                                | 
|    |  | Villa                           |  |                      |  | MI                           |  | Flint                |  |                     |  | 319       |  | 80.9%                                | 
|(a) |  | Westbrook                       |  |                      |  | MI                           |  | Detroit              |  |                     |  | 388       |  | 86.9%                                | 
|    |  | Yankee Spring                   |  |                      |  | MI                           |  | Grand Rapids         |  |                     |  | 284       |  | 82.7%                                | 
|    |  |                                 |  | Total Michigan       |  |                              |  |                      |  | 44                  |  | 16,865    |  | 87.0%                                | 
|    |  | Cedar Knolls                    |  |                      |  | MN                           |  | Minneapolis          |  |                     |  | 458       |  | 96.9%                                | 
|    |  | Cimmaron                        |  |                      |  | MN                           |  | St. Paul             |  |                     |  | 505       |  | 97.6%                                | 
|    |  | Rosemount                       |  |                      |  | MN                           |  | Minneapolis/St. Paul |  |                     |  | 182       |  | 98.9%                                | 
|    |  | Twenty-Nine Pines               |  |                      |  | MN                           |  | St. Paul             |  |                     |  | 152       |  | 90.1%                                | 
|    |  |                                 |  | Total Minnesota      |  |                              |  |                      |  | 4                   |  | 1,297     |  | 96.7%                                | 
|(b) |  | North Creek                     |  |                      |  | MO                           |  | Kansas City          |  |                     |  | 234       |  | 0.0%                                 | 
|(a) |  | Springfield Farms               |  |                      |  | MO                           |  | Springfield          |  |                     |  | 290       |  | 56.6%                                | 
|    |  |                                 |  | Total Missouri       |  |                              |  |                      |  | 2                   |  | 524       |  | 31.3%                                | 
|    |  | Autumn Forest                   |  |                      |  | NC                           |  | Greensboro           |  |                     |  | 299       |  | 72.2%                                | 
|    |  | Foxhall Village                 |  |                      |  | NC                           |  | Raleigh              |  |                     |  | 315       |  | 92.7%                                | 
|    |  | Oakwood Forest                  |  |                      |  | NC                           |  | Greensboro           |  |                     |  | 482       |  | 76.1%                                | 
|    |  | Woodlake                        |  |                      |  | NC                           |  | Greensboro           |  |                     |  | 308       |  | 77.9%                                | 
|    |  |                                 |  | Total North Carolina |  |                              |  |                      |  | 4                   |  | 1,404     |  | 79.4%                                | 
|    |  | Buena Vista                     |  |                      |  | ND                           |  | Fargo                |  |                     |  | 400       |  | 96.8%                                | 
|    |  | Columbia Heights                |  |                      |  | ND                           |  | Grand Forks          |  |                     |  | 302       |  | 95.7%                                | 
|    |  | Presidents Park                |  |                      |  | ND                           |  | Grand Forks          |  |                     |  | 174       |  | 84.5%                                | 
|    |  | Meadow Park                     |  |                      |  | ND                           |  | Fargo                |  |                     |  | 117       |  | 97.4%                                | 
|    |  |                                 |  | Total North Dakota   |  |                              |  |                      |  | 4                   |  | 993       |  | 94.4%                                | 
|(a) |  | Berrymans Branch               |  |                      |  | NJ                           |  | Philadelphia         |  |                     |  | 257       |  | 86.8%                                | 
|    |  | Shenandoah Village              |  |                      |  | NJ                           |  | Philadelphia         |  |                     |  | 359       |  | 99.4%                                | 
|    |  |                                 |  | Total New Jersey     |  |                              |  |                      |  | 2                   |  | 616       |  | 94.2%                                | 
|    |  | Tierra West                     |  |                      |  | NM                           |  | Albuquerque          |  |                     |  | 653       |  | 57.6%                                | 
|    |  |                                 |  | Total New Mexico     |  |                              |  |                      |  | 1                   |  | 653       |  | 57.6%                                | 
|    |  | Mountain View                   |  |                      |  | NV                           |  | Las Vegas            |  |                     |  | 349       |  | 99.4%                                | 
|    |  |                                 |  | Total Nevada         |  |                              |  |                      |  | 1                   |  | 349       |  | 99.4%                                | 
|    |  |                                 |  |                      |  |                              |  |                      |  |                     |  |           |  |                                      | 



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##### Table of Contents

|    |  | Community           |  | State                |  | Location(Closest Major City) |  | TotalComm-unities |  | TotalNumber ofSites |  | Occupancy |  | WeightedAverage MonthlyRent per Site | 
|--- |  | ------------------- |  | -------------------- |  | ---------------------------- |  | ----------------- |  | ------------------- |  | --------- |  | ------------------------------------ | 
|    |  | Casual Estates      |  |                      |  | NY                           |  | Syracuse          |  |                     |  | 961       |  | 66.1%                                | 
|    |  |                     |  | Total New York       |  |                              |  |                   |  | 1                   |  | 961       |  | 66.1%                                | 
|(a) |  | Hunters Chase      |  |                      |  | OH                           |  | Lima              |  |                     |  | 135       |  | 66.7%                                | 
|    |  | Vance               |  |                      |  | OH                           |  | Columbus          |  |                     |  | 113       |  | 79.6%                                | 
|    |  | Yorktowne           |  |                      |  | OH                           |  | Cincinnati        |  |                     |  | 354       |  | 92.7%                                | 
|    |  |                     |  | Total Ohio           |  |                              |  |                   |  | 3                   |  | 602       |  | 84.4%                                | 
|    |  | Crestview           |  |                      |  | OK                           |  | Stillwater        |  |                     |  | 238       |  | 69.3%                                | 
|    |  |                     |  | Total Oklahoma       |  |                              |  |                   |  | 1                   |  | 238       |  | 69.3%                                | 
|    |  | Knoll Terrace       |  |                      |  | OR                           |  | Salem             |  |                     |  | 212       |  | 88.2%                                | 
|    |  | Riverview           |  |                      |  | OR                           |  | Portland          |  |                     |  | 133       |  | 87.2%                                | 
|    |  |                     |  | Total Oregon         |  |                              |  |                   |  | 2                   |  | 345       |  | 87.8%                                | 
|    |  | Greenbriar Village  |  |                      |  | PA                           |  | Allentown         |  |                     |  | 319       |  | 99.1%                                | 
|    |  |                     |  | Total Pennsylvania   |  |                              |  |                   |  | 1                   |  | 319       |  | 99.06%                               | 
|(a) |  | Carnes Crossing     |  |                      |  | SC                           |  | Summerville       |  |                     |  | 604       |  | 83.9%                                | 
|(a) |  | Conway Plantation   |  |                      |  | SC                           |  | Myrtle Beach      |  |                     |  | 299       |  | 79.3%                                | 
|    |  | Saddlebrook         |  |                      |  | SC                           |  | Charleston        |  |                     |  | 425       |  | 96.5%                                | 
|(b) |  | Oakley Point        |  |                      |  | SC                           |  | Moncks Corner     |  |                     |  | 92        |  | 0.0%                                 | 
|    |  |                     |  | Total South Carolina |  |                              |  |                   |  | 4                   |  | 1,420     |  | 81.3%                                | 
|(a) |  | Eagle Creek         |  |                      |  | TX                           |  | Tyler             |  |                     |  | 198       |  | 81.8%                                | 
|    |  | Arlington Lakeside  |  |                      |  | TX                           |  | Dallas            |  |                     |  | 233       |  | 94.4%                                | 
|    |  | Creekside           |  |                      |  | TX                           |  | Dallas            |  |                     |  | 585       |  | 98.1%                                | 
|    |  | Grand Place         |  |                      |  | TX                           |  | Dallas            |  |                     |  | 333       |  | 97.0%                                | 
|(a) |  | Misty Winds         |  |                      |  | TX                           |  | Corpus Christi    |  |                     |  | 355       |  | 88.5%                                | 
|    |  | North Bluff Estates |  |                      |  | TX                           |  | Austin            |  |                     |  | 274       |  | 98.2%                                | 
|    |  | Northwood           |  |                      |  | TX                           |  | Dallas            |  |                     |  | 455       |  | 98.5%                                | 
|    |  | Stonegate Austin    |  |                      |  | TX                           |  | Austin            |  |                     |  | 359       |  | 97.2%                                | 
|    |  | Stonegate Pines     |  |                      |  | TX                           |  | Dallas            |  |                     |  | 160       |  | 96.9%                                | 
|(b) |  | Harston Woods       |  |                      |  | TX                           |  | Fort Worth        |  |                     |  | 105       |  | 0.0%                                 | 
|(b) |  | Onion Creek         |  |                      |  | TX                           |  | Austin            |  |                     |  | 350       |  | 44.0%                                | 
|    |  |                     |  | Total Texas          |  |                              |  |                   |  | 11                  |  | 3,407     |  | 87.1%                                | 
|(a) |  | Regency Lakes       |  |                      |  | VA                           |  | Winchester        |  |                     |  | 384       |  | 96.4%                                | 
|    |  |                     |  | Total Virginia       |  |                              |  |                   |  | 1                   |  | 384       |  | 96.4%                                | 
|    |  | Eagle Point         |  |                      |  | WA                           |  | Seattle           |  |                     |  | 230       |  | 93.5%                                | 
|    |  |                     |  | Total Washington     |  |                              |  |                   |  | 1                   |  | 230       |  | 93.5%                                | 
|    |  | Breazeale           |  |                      |  | WY                           |  | Laramie           |  |                     |  | 117       |  | 99.1%                                | 
|    |  |                     |  | Total Wyoming        |  |                              |  |                   |  | 1                   |  | 117       |  | 99.1%                                | 
|    |  |                     |  |                      |  |                              |  |                   |  |                     |  |           |  |                                      | 
|    |  |                     |  |                      |  |                              |  |                   |  | 203                 |  | 68,605    |  | 87.1%                                | 

Total

| | (a) |  | these properties are included in our active expansion portfolio      
| | --- |  | ---------------------------------------------------------------------
| |     | 
| | (b) |  | these properties are included in our greenfield development portfolio

|Item 6 | Exhibits and Reports on Form 8-K
|------ | --------------------------------

| | (a) |  | Exhibits and Index of Exhibits
| | --- |  | ------------------------------

None.

| | (b) |  | Reports on Form 8-K                                                                                                
| | --- |  | -------------------------------------------------------------------------------------------------------------------
| |     |  | Filed on August 14, 2002 indicating compliance with Sections 13(a) or 15(d) of the Securities Exchange Act of 1934.





---

##### Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, and in the capacities indicated, on the 14th day of November, 2002.

| |  |  | CP LIMITED PARTNERSHIP                                                                                                                     
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | By:/s/ TAMARAD.FISCHER                                                                                                                     
| |  |  | Tamara D. FischerExecutive Vice Presidentand Chief Financial Officer(Duly Authorized
Officer and PrincipalFinancial and Accounting Officer)



---

##### Table of Contents

Sarbanes-Oxley §302(a) Certification

I, Tamara D. Fischer, certify that:

|1) |  | I have reviewed this quarterly report on Form 10-Q of CP Limited Partnership;                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                                                                                                                                                                                                                                                                                                                               
|2) |  | Based on my knowledge, this quarterly 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 quarterly report;
|   |  |                                                                                                                                                                                                                                                                                                                               
|3) |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 quarterly 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):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. |  | 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
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | 
| | b. |  | 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 quarterly 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: November 14, 2002 |  |    
|----------------------- |  | ---
|                        |  | By:
|                        |  |    
|                        |  |    



---

##### Table of Contents

Sarbanes-Oxley §302(a) Certification

I, Gary P. McDaniel, certify that:

|1) |  | I have reviewed this quarterly report on Form 10-Q of CP Limited Partnership;                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                                                                                                                                                                                                                                                                                                                               
|2) |  | Based on my knowledge, this quarterly 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 quarterly report;
|   |  |                                                                                                                                                                                                                                                                                                                               
|3) |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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 quarterly 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 quarterly 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: November 14, 2002 |  |    
|----------------------- |  | ---
|                        |  | By:
|                        |  |    
|                        |  |