8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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):  September 8, 2005

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 Number)
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 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 September 8, 2005, Fleetwood Enterprises, Inc. (the “Company”) issued a news release reporting results of the Company for its first quarter ended July 31, 2005.  A copy of the news release is attached to this Current Report as Exhibit 99.1.

On September 8, 2005, the Company will hold an investor conference call to discuss financial results for the first fiscal quarter ended July 31, 2005. The Supplemental Information 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:

99.1Press release of Fleetwood Enterprises, Inc. dated September 8, 2005.

99.2Supplemental Information (unaudited) prepared for use in connection with the financial results for the first quarter ended July 31, 2005.

SIGNATURE

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

Date:  September 8, 2005

FLEETWOOD ENTERPRISES, INC.
By:	/s/ Leonard J. McGill
	Leonard J. McGill
	Senior Vice President,
	General Counsel and Secretary

2

EX-99.1

Exhibit 99.1

FLEETWOOD REPORTS RESULTS FOR FIRST QUARTER FISCAL 2006

Riverside, Calif., September 8, 2005 — Fleetwood Enterprises, Inc. (NYSE:FLE), one of the nation’s leading producers of recreational vehicles and manufactured housing, announced today its results for the first quarter of fiscal 2006. For the 14-week period ended July 31, 2005, the Company reported a loss from continuing operations of $17.4 million or $0.31 per diluted share, compared with income from continuing operations of $12.5 million or $0.21 per diluted share in the 13-week first quarter of 2005. The current quarter’s results include a non-cash charge of $10.5 million, resulting from the Company’s determination that its available tax strategies were sufficient to support a deferred tax asset of $64.3 million, a reduction of $10.5 million from fiscal year-end. The reduction is primarily a result of the increase in market value of Fleetwood’s 6% convertible trust preferred securities during the first quarter of fiscal 2006.

The net loss for the quarter, including discontinued operations, totaled $29.6 million or $0.53 per diluted share, compared with net income of $5.6 million or $0.11 per diluted share for the first quarter last year. The results for the first quarter include a loss from discontinued operations of $12.1 million compared with a loss of $6.9 million in the prior year. Discontinued operations include the manufactured housing retail and financial services businesses. The majority of the assets related to these businesses were recently sold.

Company revenues from continuing operations totaled $616.5 million in the first quarter, down 7 percent from $659.4 million in the prior year. The Housing Group’s revenues increased 4 percent, which were more than offset by the decline in RV Group revenues of 13 percent. The Company had an operating loss of $0.9 million in the first quarter compared to an operating profit of $22.5 million in the prior year.  The current quarter results include restructuring charges, primarily severance costs, of $4.3 million.

“Our operating results were virtually at breakeven, despite restructuring charges and incremental costs related to the successful elimination of excess RV inventory,” said Elden L. Smith, president and chief executive officer. “While our bottom-line results are not yet satisfactory, I am pleased with the progress we have made toward our objective of consistent profitability.”

The RV Group recorded an operating loss of $5.1 million in the quarter, compared with operating income of $15.6 million last year. The motor home division earned operating income of $5.2 million, down from $16.9 million in the prior year. Travel trailers lost $8.7 million compared with a slightly above-breakeven performance last year. Folding trailers lost $1.6 million compared with a loss of $1.7 million in the prior year. These less favorable results were primarily attributable to lower revenues, which were $423.2 million compared with $485.7 million in the prior year, coupled with lower gross margins caused by higher commodity and labor costs. Sales of motor homes declined 6 percent to $297.8 million from $317.9 million last year, travel trailers fell 28 percent to $104.8 million from $146.4 million and folding trailer sales decreased by 4 percent to $20.6 million from $21.4 million.

(more)

“The negative comparison of this year’s first quarter RV results to those of the prior year partially reflects the recent deterioration in the strength of the RV market, particularly for Class A motor homes,” Smith said. “In addition, market share losses in our travel trailer division over the past year and our successful efforts to complete the rightsizing of our in-house finished goods inventories during the quarter contributed to the unfavorable contrast. We are now, however, in a good position to resume more normal production schedules and to benefit from any uptick in retail sales. Further, in recent months we have been focusing on those areas where we have lost market penetration and on reacting more quickly to the market with the timely introduction of new products.”

The Housing Group earned $5.0 million in operating income for the quarter, compared with $6.1 million last year. Restructuring costs of $3 million are included in the most recent quarter. Manufactured housing revenues in the first quarter rose 4 percent to $204.3 million from $195.7 million in the prior year.

“The manufactured housing industry has seen little growth thus far in calendar 2005,” Smith said.  “The rise in our sales year over year is a result of increased market share. We continue to be optimistic about the gradual entry of new lenders and the increased level of participation of existing lenders, but the financing environment remains constrained. We expect the continuing reduction in the number of repossessed homes in inventory to be a positive factor in the months ahead.”

In July 2005, substantially all of the Company’s manufactured housing loan portfolio was sold for proceeds of $74.7 million. Following the closing of the sale, borrowings associated with the finance unit were retired, resulting in net proceeds of $28.2 million. In August 2005, after the end of the first quarter, substantially all of the assets of the retail business were sold for an aggregate price of $74 million before certain purchase price and closing adjustments. The combination of these transactions is expected to be approximately cash neutral after settlement of remaining working capital balances, retail flooring borrowings and the portion of the senior credit facility relating to the retail business.

“The fact that substantially all of our discontinued operations have now been sold is positive news,” Smith said. “We can now return our focus to our traditional strengths in manufacturing. Clearly, our largest remaining challenge is in the travel trailer division. When we have successfully met that challenge, the prospects for improvement in the overall financial health of Fleetwood are significant. While other operations of the Company did not perform to their full potential this quarter, we are confident that the right pieces are in place to provide consistent improvement going forward.

“In addition, it appears that we will be providing emergency shelter for the areas devastated by Hurricane Katrina,” Smith continued. “We are committed to doing all we can to put survivors in safe, comfortable housing as quickly as possible. We have the capacity and experience to rapidly produce quality homes, travel trailers and motor homes in high volume. We know this can’t compensate for the devastating losses experienced, but we hope that providing shelter for the survivors will set them on the road to recovery.

(more)

“With all of these factors in mind, we currently expect modest improvement in our operating results for the second quarter of fiscal 2006 compared to the first quarter, as well as significantly improved results from discontinued operations,” Smith concluded. “However, the outlook remains difficult to predict due to the potential effects of hurricane relief efforts and market uncertainties, particularly as they may affect the RV Group.”

The Company has scheduled a conference call with analysts and investors to discuss quarterly results. The call is scheduled for 1:30 p.m. EDT/10:30 a.m. PDT on Thursday, September 8, 2005, and will be broadcast live over the Internet at www.streetevents.com and www.earnings.com. It also will be accessible from the Company’s website, www.fleetwood.com. An archive of the call will be available on all three sites shortly after the conclusion of the call.

About Fleetwood

Fleetwood Enterprises, Inc. is a leading producer of recreational vehicles and 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, manufactured housing 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; the price of gasoline as it might impact recreational vehicle sales; 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. Actual results, events and performance may differ materially.

EX-99.2

Exhibit 99.2

Fleetwood Enterprises, Inc.

CONSOLIDATED  STATEMENTS OF OPERATIONS (CONDENSED)

(Unaudited)

(Amounts in thousands, except per share data)

	14 Weeks Ended			13 Weeks Ended
	July 31, 2005			July 25, 2004
Net Sales:
RV Group	$	423,202		$	485,703
Housing Group	204,331			195,687
Supply Group	13,730			14,060
Intercompany sales	(24,788		)	(36,021		)
	616,475			659,429
Cost of products sold	516,412			538,173
Gross profit	100,063			121,256
Operating expenses	96,626			98,767
Other, net	4,330			(26		)
	100,956			98,741
Operating income (loss)	(893		)	22,515
Other income (expense):
Investment income	1,005			487
Interest expense	(7,399		)	(6,916		)
Other, net	—			(2,724		)
	(6,394		)	(9,153		)
Income (loss) from continuing operations before income taxes	(7,287		)	13,362
Provision for income taxes	(10,126		)	(910		)
Income (loss) from continuing operations	(17,413		)	12,452
Discontinued operations	(12,144		)	(6,900		)
Net income (loss)	$	(29,557	)	$	5,552

	Basic			Diluted			Basic			Diluted
Earnings (loss) per common share:
Income (loss) from continuing operations	$	(0.31	)	$	(0.31	)	$	0.23		$	0.21
Loss from discontinued operations	(0.22		)	(0.22		)	(0.13		)	(0.10		)
Net income (loss) per common share	$	(0.53	)	$	(0.53	)	$	0.10		$	0.11
Weighted average common shares	56,136			56,136			54,670			64,286

Fleetwood Enterprises, Inc.

CONSOLIDATED BALANCE SHEETS (CONDENSED)

(Unaudited)

(Amounts in thousands)

	July 31, 2005			April 24, 2005			July 25, 2004
ASSETS
Current assets:
Cash	$	2,077		$	6,761		$	11,551
Marketable investments - available for sale	49,402			38,715			48,301
Receivables	186,234			164,609			203,031
Inventories	188,303			233,591			208,336
Deferred taxes, net	46,404			56,904			56,904
Assets of discontinued operations	145,511			145,784			150,031
Other current assets	25,947			23,974			19,839
Total current assets	643,878			670,338			697,993
Property, plant and equipment, net	230,832			232,125			235,022
Deferred taxes, net	17,859			17,859			17,859
Cash value of Company-owned life insurance, net	37,061			36,946			48,533
Goodwill	6,316			6,316			6,316
Other assets	47,363			46,663			49,998
Total assets	$	983,309		$	1,010,247		$	1,055,721
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	72,191		$	75,551		$	90,460
Employee compensation & benefits	71,665			77,924			74,142
Product warranty reserve	64,686			65,143			57,059
Other short-term borrowings	13,044			56,661			1,556
Accrued interest	54,666			52,446			39,502
Liabilities of discontinued operations	81,025			84,702			41,045
Other current liabilities	115,363			82,290			61,618
Total current liabilities	472,640			494,717			365,382
Deferred compensation and retirement benefits	39,133			38,771			50,205
Insurance reserves	35,328			32,215			32,614
Long-term debt	128,156			108,946			109,310
Convertible subordinated debentures	210,142			210,142			210,142
Total liabilities	885,399			884,791			767,653
Commitments and contingencies
Shareholders’ equity:
Common stock
Additional paid-in-capital	56,352			56,043			55,386
Accumulated deficit	426,279			424,782			421,202
Accumulated other comprehensive loss	(386,353		)	(356,796		)	(188,669		)
Total shareholders’ equity	1,632			1,427			149
Total liabilities and shareholders’ equity	97,910			125,456			288,068
	$	983,309		$	1,010,247		$	1,055,721

Fleetwood Enterprises, Inc.

BUSINESS SEGMENT AND UNIT SHIPMENT INFORMATION

(Unaudited)

(Amounts in thousands, except unit data)

	14 Weeks Ended			13 Weeks Ended
	July 31, 2005			July 25, 2004
OPERATING REVENUES:
RV Group	$	423,202		$	485,703
Housing Group	204,331			195,687
Supply Group	13,730			14,060
Intercompany sales	(24,788		)	(36,021		)
	$	616,475		$	659,429
OPERATING INCOME (LOSS):
RV Group	$	(5,081	)	$	15,568
Housing Group	5,020			6,063
Supply Group	1,721			1,027
Corporate and other	(2,553		)	(143		)
	$	(893	)	$	22,515
UNITS SOLD:
Manufactured housing -
Factory shipments	5,858			6,064
Recreational vehicles -
Motor homes	2,967			3,245
Travel trailers	6,612			8,542
Folding trailers	2,446			2,720
	12,025			14,507
Less intercompany	(651		)	(956		)
Total shipments from continuing operations	17,232			19,615
Retail housing sales	1,089			1,186
Total Company shipments	18,321			20,801

Fleetwood Enterprises, Inc.

SUPPLEMENTAL OPERATING DATA

Quarter Ended July 31, 2005

(Unaudited)

(Dollars in thousands, except price per unit)

				Recreational Vehicle Group
	Housing Group			Motor Homes			Travel Trailers			Folding Trailers			Total			Supply Group			Other			Company Total
Operating revenues	$	204,331		$	297,790		$	104,835		$	20,577		$	423,202		$	13,730	(A)	$	(24,788	)(B)	$	616,475
Units sold	5,858			2,967			6,612			2,446			12,025
Single-sections	1,429
Multi-sections	4,429
Pre-owned
Class As				2,088
Class Cs				879
Conventional trailers							5,225
Fifth-wheel trailers							1,387
Average selling price per unit	$	34,881		$	100,367		$	15,855		$	8,413		NM
Gross profit percent	23.1		%	12.8		%	6.0		%	13.7		%	11.2		%	17.9		%	NM			16.2		%
Operating income (loss)	$	5,020		$	5,185		$	(8,711	)	$	(1,555	)	$	(5,081	)	$	1,721		$	(2,553	)	$	(893	)
Operating margin	2.5		%	1.7		%	(8.3		)%	(7.6		)%	(1.2		)%	12.5		%	NM			(0.1		)%
Depreciation	$	1,710		$	1,102		$	484		$	333		$	1,919		$	324		$	1,641		$	5,594
Capital expenditures (est.)	$	639		$	2,212		$	585		$	238		$	3,035		$	100		$	582		$	4,356

(A)	Excludes $40.0 million of intercompany sales.
(B)	Represents the elimination of intercompany sales by the Housing Group to the retail housing business.
NM	Not meaningful.

Fleetwood Enterprises, Inc.

SUPPLEMENTAL OPERATIONAL DATA

Quarter Ended July 31, 2005

(Unaudited)

(Dollars in thousands)

				Recreational Vehicle Group
	Housing Group			Motor Homes			Travel Trailers			Folding Trailers			Total		Supply Group
Number of facilities (A)	21			3			8			1			12		3
Capacity utilization (B)	60		%	73		%	60		%	39		%	NM		NM
Number of independent distribution points	1,308			268			609			497			NM		NM
Backlog units	1,457			944			2,150			407			3,501		NM
Sales value (C)	$	50,822		$	94,747		$	34,089		$	3,424		$	132,260	NM
Dealer inventories (units)				4,153			15,567			5,705			NM		NM
Independent	6,728
Retail	1,603

(A)	Number of active facilities at the end of the year.
(B)	Based on the production at the end of the period.
(C)	The number of units in the backlog multiplied by the average selling price.
NM	Not meaningful.