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   LETTER TO SHAREHOLDERS 


ELDEN L. SMITH
President and CEO



FOCUS. It's a word that I repeat often in meetings with our associates, our dealers, and the investment community, and that I find myself using in connection with our numerous downsizing, realignment, and forward-looking initiatives. I intend for Fleetwood to focus on its core competency as a manufacturer; focus on our products as the foundation for progress and success; focus on market segments and niches that have meaningful, profitable volumes; focus our design, manufacturing, and sales associates on a narrower array of product lines; and encourage every associate in the Company to focus on reaching consistent profitability.

We are focused on these things because our financial situation mandates it, and our future success depends upon it. This year's loss from continuing operations of $72.6 million was a giant step backward and we must regain momentum toward profitability.


REFOCUSING ON OUR CORE PRINCIPLES.

Tom mentioned the growth Fleetwood experienced in RVs from 1968 to 1997. At the same time, the manufactured housing 

business experienced similar expansion. That dual success was enabled by a Company-wide focus on a handful of principles. While many aspects of both industries have changed, the importance of these principles— including value-oriented and customer-influenced products, performance-based incentives and accountability, efficient regionally located manufacturing centers, respect for the entrepreneurial character of our independent dealers, and broad-based, collaborative decision making—endures. I believe we must balance the potential of the technological advances and sophisticated initiatives of recent years with the proven benefits of the flatter, more responsive organization of Fleetwood's earlier years.

Most of all, I strongly believe that our products are of paramount importance, and that the way they are developed, designed, manufactured, and serviced must be the foundation of our success.

I have been pleased to find that many people in the Company believe in these simple but important principles—some because they saw them work before, and others because they simply make sense.

Following my appointment by the Board, one of my first moves was to hire another long-time Fleetwood management associate, Charley Lott, to head up the Housing Group. Charley has long experienced and espoused the basics of the corporate culture that enabled us to lead the manufactured housing industry in the '80s and '90s, and he has an extensive history of successfully managing manufactured housing operations. With the leadership of Charley in the Housing Group and Chris Braun in the RV Group, I believe that Fleetwood is positioned to recapture momentum and challenge the most successful and profitable companies in both industries. Some of the specific moves made in each Group—for instance, a flatter organizational structure and product changes—are laid out later in this report. The overriding charge is to make Fleetwood more responsive to our customers, whether they are our dealers or the end user. We want everyone who has a Fleetwood product to feel that they have received good value for their investment.


AGGRESSIVELY IMPLEMENTING COST-EFFECTIVE PRACTICES.

At the corporate level, we too are focused on receiving value for what we spend. Every expense is being scrutinized for the value of its contribution to our success. This focus resulted in significant cost reductions within the last few months, particularly in the areas of compensation and consulting fees. We have also changed the Company's management incentive compensation structure to more effectively focus our managers on the importance of controlling costs and generating profits.

By definition, distraction is not compatible with the concept of focus. As previously announced, we have begun the exit from our manufactured housing retail and finance businesses, known as Fleetwood Retail Corp. (FRC) and HomeOne Credit Corp., respectively. Fleetwood was never able to reach the critical mass in revenues necessary to achieve profitability in retail. Our core competency has always been in manufacturing, and the decision to focus on that segment during this still-challenging time in the manufactured housing market cycle will be crucial to our recovery. As we go to press, it appears that we will successfully close a transaction selling the majority of the assets of both the retail and finance businesses to divisions of Clayton Homes. FRC has been our largest customer, and we are pleased that the buyer, Clayton, has a strong, well-established presence in retail and also as an important Fleetwood customer. This should provide for the continued sale of Fleetwood homes through most of these retail sites.

Other distractions have been eliminated as well. We have discontinued a project to develop and build our own proprietary RV chassis, initiated a search for investment partners for our RV time-share venture Fleetwood Vacation Club (which would leave us with a minority ownership interest), redirected a project to develop a wholesale RV parts business, and halted the production of conventional trailers in our folding trailer plant. Some of these projects might be worthy of a greater investment when Fleetwood is healthier but, for now, they are more of a distraction than an advantage to our recovery efforts. The benefit of these moves, in addition to the potential monetary gains, will be the refocusing of some of our best people on developing and manufacturing very competitive, innovative RVs and manufactured homes.

REORGANIZING FOR EFFICIENCY AND PROFITABILITY.

The basic reorganization of the Company is almost complete. We now have several distinct business units—motor homes, travel trailers, folding trailers, three regions in manufactured housing, and the Supply Group. We have consolidated several facilities. Our employment level has been reduced by approximately 9 percent, or 1,200 associates, since the end of the fiscal 2005 third quarter. This reduction included production associates, as well as staff and management at all levels. You may note that the number of corporate executive officers has been reduced from 24 in our 2004 annual report to 10 in this report. Our efforts at all levels are more streamlined and focused for quicker, more effective decision making.

Liquidity will be critical to our efforts going forward. As announced in early March of this year, the banks in our secured credit facility provided us with a $25 million increase in availability from December 1 to April 30, the period during which we typically build inventory levels. More recently, the year-round addition of a $15 million real estate sub-facility and a $22 million term loan, also collateralized by real estate, boosted the base credit line to $212 million.

We anticipate that these additional resources and the continued support of our banks will contribute significantly to our efforts in future periods.

As our renewed focus begins to take effect and we move closer to sustained profitability, a silver lining in the cloud of our losses from recent periods emerges. Income, as we begin to generate it, will be essentially free from Federal income taxes for quite some time. As of the beginning of fiscal 2006, we had a net operating loss carryforward of approximately $188 million. In addition, we have a valuation allowance against our deferred tax asset of more than $115 million, which will begin to reverse into income after we demonstrate consistent profitability. These items, combined with the operating leverage that exists in both businesses, will allow us to recover financially much more quickly than would otherwise be the case.


MOVING STRATEGICALLY AND POSITIVELY AHEAD.

We have a number of significant strengths that are playing key roles as we move to a more positive future, including a core of outstanding, experienced associates; excellent, committed suppliers; products that are represented by the best dealers; and thousands of loyal, satisfied product owners.

We are privileged to be a leader in two businesses that provide individuals and families with products that have tangible value, within industries that have an inherent promise of growth. The RV lifestyle allows people to connect with family and friends, travel freely, and pursue their passions. More people are entering the traditional age range for the purchase of an RV at the same time that the range is expanding—younger families are buying RVs and people are remaining healthy and using RVs longer.

And there will always be a need for affordable housing, so we're proud to be in the business of building quality homes that cost 10 to 35 percent less per square foot than site-built houses.

I believe in Fleetwood's future as a market leader, and I believe in Fleetwood as a solid investment. We will focus on our products, as well as on gaining market share, increasing sales, and improving operating margins. We have done it before, and throughout this difficult time in the Company's history, our associates, our dealers, our product owners, our suppliers, our banks, and our shareholders have continued to believe that we will do it again. I thank all of you for your support, and I pledge to do what it takes to fulfill your expectations and the inherent promise of value in your Company.


ELDEN L. SMITH
President and CEO