Cover Company Profile Financial Summary Letter to Shareholders Recreational Vehicles Review   Past   Present     Clear Product Success     Motor Home     Travel Trailer     Folding Trailer     Placement, Price, And Promotion   Future Manufactured Housing Review   Past   Present     Growing Market Share     Effective Operating Strategies     Focus On Financing     Outside Our Traditional Market   Future Fleetwood Products Ten-Year Summary of Selected Financial Data Five-Year History of Selected Segment Data Management's Discussion and Analysis Independent Report Consolidated Statements of Operations Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Changes... Notes to Consolidated Financial Statements Directors Officers Shareholder Information

THOMAS B. PITCHER -- Chairman of the Board of Fleetwood Enterprises, Inc.; Advisory Counsel and retired Senior Partner of Gibson, Dunn & Crutcher, LLP. -- Director since 1998 EDWARD B. CAUDILL -- President and Chief Executive Officer of Fleetwood Enterprises, Inc. -- Director since 2002 PAUL D. BORGHESANI -- Attorney at law; President of Transportation Advisory Group LLC and Motor Carrier Services LLC. -- Director since 1999 LOREN K. CARROLL -- President and Chief Executive Officer of M-I SWACO, LLC; Director of Smith International and Veritas DGC Inc. -- Director since 1999 MARGARET S. DANO -- Vice President, Worldwide Operations, of Garrett Engine Boosting Systems, a division of Honeywell, Inc. -- Director since 2000 JAMES L. DOTI, Ph.D. -- President and Donald Bren Distinguished Chair of Business and Economics, Chapman University; Director of The First American Corporation, RemedyTemp, Inc., and Standard Pacific Corp. -- Director since 1995 DAVID S. ENGELMAN -- Private investor; former Chairman, President and Chief Executive Officer of Union Federal Bank; and Director of Fieldstone Investment Corp., MGIC Investment Corp., Mortgage Guaranty Insurance Corporation and Quaker City Bancorp, Inc. -- Director since 1999 J. MICHAEL HAGAN -- Director of Ameron International and RemedyTemp; former Chairman and CEO of Furon Company; and Chairman of Santa Clara University's Board of Regents. -- Director since 2002 DOUGLAS M. LAWSON, Ph.D. -- Chairman and Chief Executive Officer of Douglas M. Lawson Associates, Inc. -- Director since 1981 JOHN T. MONTFORD -- Senior Vice President, State Legislative and Regulatory Affairs, of SBC Telecommunications, Inc., and attorney at law. -- Director since 1999 DANIEL D. VILLANUEVA -- Chairman of The Bastion Capital Fund, L.P.; Director of California Commerce Bank and the Metropolitan West Funds. -- Director since 2003