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FLEETWOOD ENTERPRISES IS ONE OF the most powerful forces in both the recreational vehicle and manufactured housing industries today. With more than 50 years of experience, Fleetwood has prevailed not only as a sales leader but also as a leader in quality and innovation in both industries. Looking forward, these accomplishments serve as the underpinning for Fleetwood’s growth and profitability. Looking back over the last year, we want to report on our substantial progress toward our goals.


THOMAS B. PITCHER
Chairman of the Board
EDWARD B. CAUDILL
President and CEO

Last year in this forum, we discussed our focus on reinventing our processes, renewing our products, rebuilding our financial strength, and regaining our momentum. We were pleased to report progress in each of these areas. This year, we made even greater strides in these arenas. We firmly believe that our progress stems from the fact that our energies are focused properly and positively.

To reinforce our drive for preeminence, our entire organization has embraced a focused vision statement built around four core principles: Fleetwood Enterprises will lead our businesses in providing quality products, with a passion for customer-driven innovation; we will emphasize training, embrace diversity and provide growth opportunities for our associates and our dealers; we will lead our industries in the application of appropriate technologies; and we will deliver tangible value to our shareholders through consistent, positive results with category-leading profitability, and through the practice of exemplary corporate governance.



In embracing these strategies, Fleetwood has committed to squarely face the challenges that remain. We will draw on reservoirs of strength and experience, both from our industry veterans and from the fresh thinking of our new leaders. Most importantly, we will build on the solid foundation for growth that we have constructed in order to begin to deliver the results our shareholders expect.


-- A YEAR OF REINVENTION AND REBUILDING SHOWED PROMISE --

One of the clearest examples of our progress can be seen in our significant year-over-year sales improvement – particularly in the fourth quarter, in which every segment had double-digit growth. This was a particularly significant achievement in our Housing Group, because the manufactured housing industry as a whole was still experiencing a decline during that period.

Indeed, the improvement in sales was reflected in our operating income for the year, which totaled $41.3 million compared to a loss of $26.4 million last year. The RV Group was led by the motor home division’s operating income of $57.1 million versus $40.5 million the prior year. Travel trailers made an operating profit of $1.9 million versus a loss of $6.1 million the prior year, or an $8.0 million improvement year over year. Although folding trailers lost $0.9 million versus a profit of $1.0 million the prior year, this was primarily due to a continued decline in the overall folding trailer market, which was off 16 percent compared to the prior fiscal year.

Manufactured housing, too, made significant progress in the face of a continued fall in industry shipments. Our wholesale division earned an operating profit of $5.4 million versus a loss of $13.5 million in fiscal 2003, while retail reduced its loss to $35.9 million versus a loss of $49.7 million last year.

We expect to see these trend lines of improvement in our results continue over the course of fiscal 2005.

There were a number of factors that, combined, brought us up short of bottom-line profitability, and led to an overall net loss of $22.3 million. These included $2.4 million in charges relating to the recent successful call for redemption of our 9.5% convertible trust preferred securities, and a further non-cash charge of $15 million against our deferred tax asset. Paradoxically, as Fleetwood’s financial condition and common stock price have improved over the past few months, the market value of our 6% convertible trust preferred securities has likewise increased, which in turn has reduced the value of one of our potential tax strategies.

We transformed our balance sheet during the year, although the process continued beyond the end of our fiscal reporting period. We issued $100 million in 5% convertible debt in December 2003 to enhance our liquidity and pay down our bank line of credit. Subsequently, we renegotiated a significantly more favorable bank credit facility, which included better pricing and an increase in borrowing availability. Both transactions provide significant long-term liquidity to build our businesses.

In addition, we used a portion of the proceeds of the 5% convertible debt offering to help us convert or redeem our most expensive debt – $188 million in 9.5% convertible trust preferred securities. Most converted into common stock subsequent to the redemption call, and the rest – $20.8 million worth – were redeemed for cash. This eliminates $17.9 million of annual interest payments.

Also in December, we successfully negotiated a $75 million warehouse line for our manufactured housing finance company, HomeOne Credit Corp. We believe that this increased lending capacity gives us a competitive advantage, as it will allow us to extend additional prudent loans to our customers.

The result of these actions is rebuilt financial strength and a greatly enhanced capital structure to take advantage of what we believe will be a strong future in both businesses.



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