Sections
 Annual Report 2002

THE STOCK PRICES OF MOST OF YOUR RV COMPETITORS REFLECT THE SALES REBOUND OF THE PAST FEW MONTHS, BUT YOURS DOESN’T. WHY NOT?

We are valued differently from most of our competitors because they are either pure-play manufactured housing stocks or pure-play recreational vehicle stocks. For most of our history, we have benefited from the diversification and the economies of scale of being in both businesses, and the value of our stock has reflected those benefits. While we are clearly participating in the RV rebound, and perhaps by a greater margin than many of our competitors, other factors are affecting our valuation.

Our losses of the last two years have been compounded by the continued uncertainty in the manufactured housing market—an uncertainty reflected in the stock price weakness of our Housing Group’s competitors, as well. Because of this, we believe that undue weight is being placed by investors on this side of our business and insufficient emphasis given to our improved performance in RVs. We understand that our stock is not going to be valued like our profitable pure-play RV peers for the time being. But, we anticipate that once improved RV revenues result in profits and we manage our retail and manufacturing operations through the current manufactured housing downturn, the market will reward our shareholders.

THERE ARE RUMORS THAT YOU ARE GOING TO SELL PARTS OF THE COMPANY. IS THAT TRUE?

We are always looking for ways to enhance shareholder value, and we will continue to do so. But, we have no intention of selling any part of our business, we are having no discussions about selling any part of our business, and we have no desire to sell any part of our business.

Despite the difficulties of the last two years, when both of our businesses have been down, we consider the diversification provided by the various segments of our Company to be important to our long-term success. The diversification provides a hedge against industry cycles, while our size provides an advantage over many of our competitors. We intend to grow, not to shrink.

MOST HOUSING STOCKS SEEM TO BE FLOURISHING AND DEMAND IS HIGH—WHY ISN’T THE MANUFACTURED HOUSING INDUSTRY PARTICIPATING IN THE BOOM?

Site-built housing stocks are doing well because, in general, the companies have been consistently profitable, mortgage rates are low and lenders are competing for homebuyers’ business. Conversely, the manufactured housing industry has had a difficult three years.

Lack of demand for our homes is not the problem, financing is. Most manufactured home loans have historically been provided by a small group of specialty lenders, and the average loan has carried a higher interest rate than a conventional mortgage loan, required a higher percentage down payment and had a shorter maturity. This reflects several factors, including customers’ lower average credit rating and financing of manufactured homes as personal property (similar to an auto loan). During the late ’90s, many of these disparities disappeared, even while customers with lower credit ratings were being approved. Now, the pendulum has swung the other way, and while conventional mortgage rates have fallen, manufactured housing rates have increased, the other higher costs have been imposed again, and required credit scores have risen dramatically.

Our customers know that there is high value inherent in a manufactured home. We believe that continued strong demand points out the vacuum in financing, and eventually it will be filled.

YOUR RETAIL CENTERS HAVE BEEN IN A LOSS POSITION SINCE THE VERY BEGINNING. WHY HOLD ON TO THEM?

Initially, Fleetwood Retail Corp. (FRC) was established mostly as an aggressive defense to protect our retail distribution network when competitors began purchasing our independent retailers. As a bonus, vertical integration also allows for greater control over the total marketing process—in particular it lets us deal directly with our ultimate customer, provide a consistent retail experience and further our brand-name recognition.

We have found that consistent direct contact through our retail centers has given us quicker, more accurate feedback on the preferences of both current and prospective homeowners. We have also become a more valuable partner to our independent retailers because we now have a clearer view of things from their perspective. Bottom line, our experience as a retailer has made us a better manufacturer.

FRC also provides us the opportunity to roll out HomeOne Credit Corp. in a very controlled fashion. We believe that the availability of reasonable retail credit will create a more “normal” market in which our retail centers will generate satisfactory profits.

DO YOU HAVE ANY OFF-BALANCE SHEET ENTITIES, LIABILITIES OR CONTINGENT LIABILITIES THAT WE SHOULD BE WORRIED ABOUT?

No. We have three “special purpose entities,” or SPEs, for our convertible trust preferred offerings, but their liabilities appear clearly as a separate line item on our balance sheet.

Manufacturers in our industries customarily have some obligations to repurchase inventory if retailers default on floor plan liabilities. We have not incurred significant losses under these arrangements in the past nor do we expect to in the future, even in light of Conseco’s recent withdrawal from floor plan lending.

In March 2000 we completed 22 sale/leasebacks. Because the agreements provide that the purchaser/lessor may elect to accelerate the rent if any rating agency lowered our rating—which happened during fiscal 2002—a prepaid rent totaling approximately $20 million could become due in 2005.

We disclose all of these items in our financial statements. Fleetwood practices a conservative philosophy in its financial reporting, and when we issue a set of financial statements you should know they are complete and accurate in every material respect. Indeed, as one of the largest companies in the United States, the SEC will require certification to that effect from our CEO and our CFO, which should underscore the confidence we have in our financial statements.

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