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

EDWARD B. CAUDILL President and Chief Executive Officer BOYD R. PLOWMAN Executive Vice President and Chief Financial Officer SCOTT W. GRAFFT Senior Vice President - Strategic Planning and Market Development LARRY L. MACE Senior Vice President - Supply and Materials LEONARD J. MCGILL Senior Vice President - Corporate Finance and Chief Governance Officer FORREST D. THEOBALD Senior Vice President, General Counsel and Secretary ANDREW M. GRIFFITHS Vice President, Controller and Chief Accounting Officer TODD L. INLANDER Vice President and Chief Information Officer LYLE N. LARKIN Vice President, Treasurer and Assistant Secretary JOHN R. MOORE Vice President - Human Resources MICHAEL J. PUNTORIERO Vice President JAMES F. SMITH Vice President ROBERT N. THOMPSON Vice President - Purchasing and Supply Operations ROGER L. HOWSMON Senior Vice President - Housing Group RONALD L. BREWER Vice President - Operations J. WESLEY CHANCEY Vice President - Wholesale Housing JOSEPH N. CORONA, JR. Vice President - Housing Finance KEVIN L. HULL Vice President - Sales CHRISTOPHER J. BRAUN Senior Vice President - RV Group JOHN C. DAVIS Vice President - After Sales Services WILLIAM A. DOIG Vice President - Operations LARRY G. MARSH Vice President - Folding Trailers DANIEL E. MARTIN Vice President - Sales and Service DAVID C. WARREN Vice President - Engineering