8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)       December 3, 2004

FLEETWOOD ENTERPRISES, INC.

(Exact Name of Registrant as specified in its charter)

Delaware	1-7699	95-1948322
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3125 Myers Street, Riverside, California    92503-5527

(Address of principal executive offices)

Registrant’s telephone number, including area code    (951) 351-3500

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION INCLUDED IN THIS REPORT

Item 2.02.                   Results of Operations and Financial Condition.

On December 3, 2004, Fleetwood Enterprises, Inc. (the “Company”) issued a news release reporting the earnings results of the Company for its second fiscal quarter ended October 24, 2004.  A copy of the news release is attached to this Current Report as Exhibit 99.1.

On December 6, 2004, the Company will hold an investor conference call to disclose financial results for the second quarter.  The Supplemental Information (unaudited) for this conference call is attached and incorporated by reference herein as Exhibit 99.2.  All information in the Supplemental Information package is presented as of the date or for the period specified therein, and the Company does not assume any obligation to correct or update said information in the future.

The information in this Current Report on Form 8-K, including the exhibits included herewith, is furnished pursuant to Item 2.02 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01.                   Financial Statements and Exhibits.

(c)       Exhibits:

99.1	Press release of Fleetwood Enterprises, Inc. dated December 3, 2004.
99.2	Supplemental Information (unaudited) prepared for use in connection with the financial results for the second quarter ended October 24, 2004.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.

	FLEETWOOD ENTERPRISES, INC.
Date: December 6, 2004
	By:	/s/ Boyd R. Plowman
		Boyd R. Plowman
		Executive Vice President, Chief Financial Officer

3

Index to Exhibits

99.1	Press release of Fleetwood Enterprises, Inc. dated December 3, 2004.
99.2	Supplemental Information (unaudited) prepared for use in connection with the financial results for the second quarter ended October 24, 2004.

4

EX-99.1

Exhibit 99.1

FLEETWOOD REPORTS SECOND QUARTER FISCAL 2005 RESULTS

Net Income More Than Doubles, Revenues Increase 6%

Conference call scheduled for 10:30 a.m. PST, Monday, December 6, 2004; webcast available at www.fleetwood.com, www.fulldisclosure.com and www.streetevents.com

Riverside, Calif., December 3, 2004 — Fleetwood Enterprises, Inc. (NYSE:FLE), one of the nation’s leading manufacturers of recreational vehicles and a leading producer and retailer of manufactured housing, announced today its financial results for the second quarter and first half of fiscal 2005, ended October 24, 2004. Consolidated revenues for the quarter were $712.7 million, up 6 percent from $674.7 million in last year’s second quarter. Net income more than doubled to $8.1 million, or $0.15 per basic share and $0.14 per diluted share, compared with net income of $3.8 million, or $0.10 per basic and diluted share, in last year’s second quarter.

“Fleetwood demonstrated both top-line and bottom-line growth in the quarter,” said Edward B. Caudill, Fleetwood’s president and chief executive officer. “Our motor home division continued to perform well, and the Housing Group’s strong performance, led by the wholesale division, is particularly encouraging.”

For the first six months of fiscal 2005, revenues increased 9 percent to $1.44 billion from $1.32 billion for the first half of last year. Net income was $14.8 million, or $0.27 per basic share and $0.26 per diluted share, compared with $5.7 million, or $0.16 per basic share and $0.15 per diluted share, in the first six months of fiscal 2004.

Housing Group Results

Quarterly revenues for the Housing Group were $244.1 million, a 14 percent improvement from $214.3 million in last year’s second quarter. Revenues included $213.9 million of wholesale factory sales and $64.6 million of retail sales from Company-operated sales centers, before elimination of intercompany sales of $34.4 million. Wholesale division revenues were up 18 percent from last year’s $181.0 million, while retail division sales declined 7 percent from $69.7 million, and intercompany sales were down 6 percent from $36.4 million. Operating income for the Group was $4.8 million compared with an operating loss in the prior year of $2.5 million. The wholesale division’s operating income grew nearly twofold to $11.7 million from $6.2 million. The Group’s results were also aided by a 24 percent improvement in the retail division’s results from an $8.4 million loss to a $6.4 million loss. Wholesale unit volume improved 21 percent to 6,680 homes, including intercompany sales of 996 homes, while homes sold at Company-operated stores declined 18 percent to 1,141.

For the first half of the fiscal year, Housing Group revenues increased 14 percent to $470.5 million from $414.6 million in the prior year. Revenues included $409.6 million of wholesale factory sales and $131.3 million of retail sales from Company-operated stores, before elimination of intercompany sales of $70.4 million. Wholesale grew 17 percent and retail increased 3 percent compared with $350.8 million and $127.3 million, respectively, last year, before eliminating intercompany sales of $63.5 million. Operating income for the wholesale division climbed to $17.8 million for the first six months, compared with $8.0 million last year. The retail division’s operating loss declined from $16.9 million to $12.4 million. The wholesale division shipped 12,744 homes in the first half of fiscal 2005, including intercompany sales of 1,952, up 17 percent from last year. Company-operated store sales declined by 8 percent to 2,327 units.

“Fleetwood’s Housing Group operations are improving significantly, although the manufactured housing industry as a whole has not recovered as participants and analysts had projected,” Caudill said. “Our wholesale division benefited from the emergency-related orders for states affected by the hurricanes,

although the extreme weather conditions hurt sales at our retail stores, as set-up procedures were delayed.  The Housing Group’s inherent leverage is becoming apparent, as the wholesale division showed a 90 percent improvement in operating income on 18 percent revenue growth. We are anticipating an improvement in industry shipments in calendar 2005, resulting primarily from lower inventory levels of repossessed houses and increased lending interest.”

Caudill also indicated that the Group continued its aggressive investment for growth during the first half of the fiscal year. Two plants were reopened: one in Alma, Georgia, and the other in Waco, Texas. Product investment continued with the successful launch of a low-end product in the Beacon Hill series, and a new loan origination system was developed for HomeOne, the Company’s housing finance subsidiary.

RV Group Results

The RV Group earned an operating profit of $8.6 million for the quarter on sales of $450.3 million, compared with $16.4 million in operating profits on revenues of $450.0 million in the prior year. In the first six months of fiscal 2005, revenues climbed 6 percent to $936.0 million from $886.6 million in the comparable period last year. Operating profit for the first half declined to $24.2 million from $32.1 million in fiscal 2004.  Results in the towable division hampered the Group’s profitability. While the motor home division’s operating income improved to $15.1 million, a 3 percent gain year over year, towables incurred a loss of $6.5 million compared with operating income of $1.7 million in the prior year. The loss was primarily due to lower sales, which were down 16 percent to $148.0 million, compounded by higher material costs, lower production efficiencies and higher new product development expenses. Sales were impacted by the division’s relatively late introduction of new 2005 models, which began toward the end of the second quarter. The release of additional 2005 products will continue in the third quarter.

“Our new lineup of travel trailers, some of which were introduced as recently as this week at the national RV show in Louisville, Ky., is set to overcome some persistent production challenges,” Caudill said, “with innovative designs that incorporate much-improved manufacturability and materials usage. The dealers responded favorably to our new products and recognized our integration of customer and dealer design requests. We have completed the consolidation of travel and folding trailer operations, which is beginning to yield cost savings, and have integrated the financial reporting of the two divisions into the towable division.”

Investments in Fleetwood’s motor home business continued during the first half of the year, and many of the tangible results were unveiled at the Louisville show. Full-body paint facilities were completed at the Company’s manufacturing plants in Paxinos, Penn., and Riverside, Calif., which led to the launch of full-body painted units in the Pace Arrow and Southwind lines, Fleetwood’s high-end Class A gasoline models. Pace Arrow was introduced at the show with a unique full-wall, 23-foot-long slide out. In addition, Southwind was totally redesigned, as were Revolution and Revolution LE models in the mid-level diesel line. The Company also introduced revolutionary new Class C Tioga and Jamboree products, which were co-designed with BMW Designworks USA.

“With respect to our lawsuit against The Coleman Company, the Kansas State Court granted us a permanent injunction against Coleman licensing the Coleman name in the recreational vehicle industry to any company besides Fleetwood,” Caudill continued. “We are gratified by this decision, and we believe that the absence of this distraction will allow Fleetwood Folding Trailers to begin to regain the market share and profitability that the division has historically enjoyed.”

Caudill concluded, “Providing the products and services that our customers and dealers demand has enabled us to generate improving financial results for shareholders. We continue to be encouraged by the long-term demographics in both of our industries. With a gradually improving outlook for manufactured housing and

the strong reception dealers gave our RV products at the Louisville show, we are optimistic about the future. We anticipate profitability for fiscal 2005 based on the performance of the motor home and wholesale housing divisions, although operating losses at the towable and retail housing divisions are projected. Even though we expect a net loss in our third quarter due to the seasonal slowdown, we look forward to a year-over-year improvement in those results.”

The Company will host a conference call with interested parties at 10:30 a.m. PST on Monday, December 6, 2004. The call will be broadcast live over the Internet at www.streetevents.com, www.fulldisclosure.com, and the Company’s website, www.fleetwood.com under Company Information.

About Fleetwood

Fleetwood Enterprises, Inc., is one of the nation’s largest producers of recreational vehicles, from motor homes to travel and folding trailers, and is a leader in the building, retailing and financing of manufactured homes. This Fortune 1000 company, headquartered in Riverside, Calif., is dedicated to providing quality, innovative products that offer exceptional value to its customers. Fleetwood operates facilities strategically located throughout the nation, including recreational vehicle and manufactured housing plants, retail home centers, and supply subsidiary plants. For more information, visit the Company’s website at www.fleetwood.com.

This press release contains certain forward-looking statements and information based on the beliefs of Fleetwood’s management as well as assumptions made by, and information currently available to, Fleetwood’s management. Such statements reflect the current views of Fleetwood with respect to future events and are subject to certain risks, uncertainties, and assumptions, including risk factors identified in Fleetwood’s 10-K and other SEC filings. These risks and uncertainties include, without limitation, the cyclical nature of both the manufactured housing and recreational vehicle industries; ongoing weakness in the manufactured housing market; continued acceptance of the Company’s products; the potential impact on demand for Fleetwood’s products as a result of changes in consumer confidence levels; the effect of global tensions on consumer confidence; expenses and uncertainties associated with the introduction and manufacturing of new products; the future availability of manufactured housing retail financing, as well as housing and RV wholesale financing; exposure to interest rate and market changes affecting certain of the Company’s assets and liabilities; availability and pricing of raw materials; changes in retail inventory levels in the manufactured housing and recreational vehicle industries; competitive pricing pressures; the ability to attract and retain quality dealers, executive officers and other personnel; and the Company’s ability to obtain financing needed in order to execute its business strategies.

(tables to follow)

FLEETWOOD ENTERPRISES, INC.

CONSOLIDATED  STATEMENTS OF INCOME (CONDENSED)

(Unaudited)

(Amounts in thousands except per share data)

	13 Weeks Ended										26 Weeks Ended
	October 24, 2004					October 26, 2003					October 24, 2004					October 26, 2003
Net Sales:
RV Group	$	450,280				$	450,018				$	935,983				$	886,551
Housing Group	244,109					214,329					470,480					414,637
Supply Group	16,172					9,288					30,232					17,694
Financial Services	2,121					1,108					3,746					1,992
	712,682					674,743					1,440,441					1,320,874
Cost of products sold	576,159					549,308					1,167,373					1,078,363
Gross profit	136,523					125,435					273,068					242,511
Operating expenses	118,705					108,681					236,910					211,722
Financial services expenses	2,184					1,479					4,170					2,893
Other, net	(2				)	29					183					(695				)
	120,887					110,189					241,263					213,920
Operating income.	15,636					15,246					31,805					28,591
Other income (expense):
Investment income	498					602					1,010					1,390
Interest expense	(7,268				)	(11,069				)	(14,763				)	(22,104				)
Other, net.	-					-					(1,608				)	-
	(6,770				)	(10,467				)	(15,361				)	(20,714				)
Income before income taxes	8,866					4,779					16,444					7,877
Provision for income taxes	(731				)	(1,021				)	(1,641				)	(2,203				)
Net income	$	8,135				$	3,758				$	14,803				$	5,674
	Basic		Diluted			Basic		Diluted			Basic		Diluted			Basic		Diluted
Net income per common share	$	0.15	$	0.14		$	0.10	$	0.10		$	0.27	$	0.26		$	0.16	$	0.15
Weighted average common shares	55,419		57,154			36,124		37,116			55,044		56,823			36,030		36,868

FLEETWOOD ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS (CONDENSED)

(Unaudited)

(Amounts in thousands)

	October 24,				July 25,				October 26,
	2004				2004				2003
ASSETS
Current assets:
Cash	$		68		$	11,551			$	16,289
Marketable investments - available for sale	40,006				48,301				60,350
Receivables	238,610				203,031				177,346
Inventories	327,403				280,080				241,294
Deferred taxes, net	58,065				56,904				58,488
Other current assets	22,511				19,839				16,513
Total current assets	686,663				619,706				570,280
Finance loans receivable, net	60,248				50,326				29,329
Property, plant and equipment, net	265,263				262,983				254,723
Deferred taxes, net	17,858				17,859				31,275
Cash value of Company-owned life insurance, net	49,341				48,533				56,151
Goodwill	6,316				6,316				6,316
Other assets	48,591				49,998				30,893
Total assets	$	1,134,280			$		1,055,721		$		978,967
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	100,731			$		90,460		$	83,721
Employee compensation & benefits	80,970				74,142				74,272
Product warranty reserve	58,443				57,059				58,037
Retail flooring liability	28,065				25,567				16,747
Other short-term borrowings	54,920				8,892				26,949
Accrued interest	44,899				39,502				32,617
Other current liabilities	65,841				69,760				74,609
Total current liabilities	433,869				365,382				366,952
Deferred compensation and retirement benefits	50,798				50,205				58,705
Insurance reserves	32,693				32,614				31,492
Long-term debt	108,688				109,310				2,354
Convertible subordinated debentures	210,142				210,142				374,993
Total liabilities	836,190				767,653				834,496
Commitments and contingencies
Shareholders' equity:
Common stock	55,464				55,386				38,667
Additional paid-in-capital	421,719				421,202				272,865
Accumulated deficit	(180,534			)	(188,669			)	(167,402			)
Accumulated other comprehensive income (loss)	1,441				149				341
Total shareholders' equity	298,090				288,068				144,471
Total liabilities and shareholders' equity	$	1,134,280			$		1,055,721		$	978,967

FLEETWOOD ENTERPRISES, INC.

Business Segment and Unit Shipment Information

(Unaudited)

(Amounts in thousands)

	13 Weeks Ended						26 Weeks Ended
	Oct. 24, 2004			Oct. 26, 2003			Oct. 24, 2004				Oct. 26, 2003
OPERATING REVENUES:
Recreational vehicles	$	450,280		$	450,018		$		935,983		$	886,551
Housing	244,109			214,329			470,480				414,637
Supply operations	16,172			9,288			30,232				17,694
Financial services	2,121			1,108			3,746				1,992
	$	712,682		$	674,743		$		1,440,441		$	1,320,874
OPERATING INCOME (LOSS):
Recreational vehicles	$	8,585		$	16,430		$	24,153			$	32,080
Housing	4,823			(2,470		)	5,229				(8,470		)
Supply operations	1,745			402			2,772				1,142
Financial services	(63		)	(370		)	(423			)	(901		)
Corporate and Other	546			1,254			74				4,740
	$	15,636		$	15,246		$	31,805			$	28,591
UNITS SOLD:
Manufactured housing -
Factory shipments	6,680			5,509			12,744				10,881
Retail sales	1,141			1,389			2,327				2,537
Less intercompany	(996		)	(1,078		)	(1,952			)	(1,896		)
	6,825			5,820			13,119				11,522
Recreational vehicles -
Motor homes	2,868			2,826			6,113				5,520
Towables	10,739			13,005			22,001				25,787
	13,607			15,831			28,114				31,307

#   #   #

EX-99.2

Exhibit 99.2

Fleetwood Enterprises, Inc.

Supplemental Operational Data

Quarter Ended October 24, 2004

Unaudited

(Dollars in thousands, except price per unit)

	Housing Group												Recreational Vehicle Group									Supply			Financial Services			Other		Company Total
	Wholesale			Retail			Intercompany			Total			Motor Homes			Towables			Total
Operating revenues	$	213,877		$	64,628		$	(34,396	)	$	244,109		$	302,296		$	147,984		$	450,280		$	16,172	(A)	$	2,121		$	—	$	712,682
Units sold	6,680			1,141			(996		)	NM			2,868			10,739			13,607
Single-sections	2,833			186			(321		)	NM
Multi-sections	3,847			814			(675		)	NM
Pre-owned	NM			141			NM			NM
Class As													2,282
Class Cs													586
Conventional trailers																5,470
Fifth-wheel trailers																1,707
Folding trailers																3,562
Average selling price per unit	$	32,018		$	56,642		$	34,534		NM			$	105,403		$	13,780		NM
Gross profit percent	25.1		%	20.8		%	NM			27.3		%	15.5		%	10.8		%	13.9		%	18.1		%	NM			NM		19.2		%
Operating income (loss)	$	11,722		$	(6,425	)	$	(474	)	$	4,823		$	15,122		$	(6,537	)	$	8,585		$	1,745		$	(63	)	$	546	$	15,636
Operating margin	5.5		%	(9.9		)%	NM			2.0		%	5.0		%	(4.4		)%	1.9		%	10.8		%	NM			NM		2.2		%
Depreciation	$	1,680		$	1,225		$	—		$	2,905		$	1,039		$	894		$	1,933		$	400		$	16		$	1,513	$	6,767
Capital expenditures (est.)	$	1,273		$	—		$	—		$	1,273		$	4,485		$	535		$	5,020		$	499		$	4		$	2,483	$	9,279

(A)          Excludes $49,605,000 of intercompany sales.

NM         Not meaningful.

Fleetwood Enterprises, Inc.

Supplemental Operational Data

Fiscal Year-To-Date October 24, 2004

Unaudited

(Dollars in thousands, except price per unit)

	Housing Group												Recreational Vehicle Group									Supply			Financial Services			Other		Company Total
	Wholesale			Retail			Intercompany			Total			Motor Homes			Towables			Total
Operating revenues	$	409,564		$	131,333		$	(70,417	)	$	470,480		$	620,209		$	315,774		$	935,983		$	30,232	(A)	$	3,746		$	—	$	1,440,441
Units sold	12,744			2,327			(1,952		)	NM			6,113			22,001			28,114
Single-sections	4,600			370			(492		)	NM
Multi-sections	8,144			1,676			(1,460		)	NM
Pre-owned	NM			281			NM			NM
Class As													4,690
Class Cs													1,423
Conventional trailers																11,875
Fifth-wheel trailers																3,844
Folding trailers																6,282
Average selling price per unit	$	32,138		$	56,439		$	36,074		NM			$	101,457		$	14,353		NM
Gross profit percent	24.1		%	20.6		%	NM			26.7		%	15.6		%	12.1		%	14.4		%	18.2		%	NM			NM		19.0		%
Operating income (loss)	$	17,785		$	(12,411	)	$	(145	)	$	5,229		$	31,990		$	(7,837	)	$	24,153		$	2,772		$	(423	)	$	74	$	31,805
Operating margin	4.3		%	(9.5		)%	0.2		%	1.1		%	5.2		%	(2.5		%)	2.6		%	9.2		%	NM			NM		2.2		%
Depreciation	$	3,390		$	2,496		$	—		$	5,886		$	1,798		$	1,787		$	3,585		$	795		$	31		$	2,885	$	13,182
Capital expenditures (est.)	$	2,252		$	125		$	—		$	2,377		$	13,002		$	825		$	13,827		$	856		$	34		$	3,433	$	20,527

(A)          Excludes $99.1 million of intercompany sales.

NM         Not meaningful.

Fleetwood Enterprises, Inc.

Supplemental Operational Data

Quarter Ended October 24, 2004

Unaudited

(Dollars in thousands)

	Housing Group				Recreational Vehicle Group					Supply
	Wholesale		Retail	Total	Motor Homes		Towables		Total
Number of facilities (A)	23		121	NM	3		9		12	4
Capacity utilization (B)	61	%	NM	NM	89	%	66	%	NM	NM
Number of independent distribution points	1,276		NM	NM	278				NM	NM
Travel trailers (C)							647
Folding trailers (C)							500
Dealer inventories (units)					5,034		22,919		NM	NM
Independent	6,359			6,359
Company-owned			2,356	2,356

(A)	Number of active facilities at the end of the quarter.
(B)	Based on the production at the end of the period.
(C)	There is some overlap between folding and travel trailer distribution points.
NM	Not meaningful.