UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended October 30, 2005

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-7699

FLEETWOOD ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware		95-1948322
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

3125 Myers Street, Riverside, California		92503-5527
(Address of principal executive offices)		(Zip code)

(951) 351-3500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule12b-2 of the Exchange Act).

Yes ý No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes ý No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at December 6, 2005
Common stock, $1 par value		63,520,981 shares

FLEETWOOD ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands except per share data)

(Unaudited)

	13 Weeks Ended						27 Weeks Ended			26 Weeks Ended
	October 30, 2005			October 24, 2004			October 30, 2005			October 24, 2004
Net Sales:
RV Group	$	393,471		$	450,280		$	816,673		$	935,983
Housing Group	224,981			213,877			429,312			409,564
Supply Group	11,888			16,172			25,618			30,232
Intercompany sales	(839		)	(34,396		)	(25,627		)	(70,417		)
	629,501			645,933			1,245,976			1,305,362

Cost of products sold	517,484			524,953			1,033,896			1,063,126
Gross profit	112,017			120,980			212,080			242,236

Operating expenses	100,878			98,858			197,504			197,625
Other, net	1,004			(2		)	5,334			(28		)
	101,882			98,856			202,838			197,597

Operating income	10,135			22,124			9,242			44,639
Other income (expense):
Investment income	1,151			428			2,156			915
Interest expense	(7,283		)	(6,483		)	(14,682		)	(13,399		)
Other, net	—			—			—			(2,724		)
	(6,132		)	(6,055		)	(12,526		)	(15,208		)

Income (loss) from continuing operations before income taxes	4,003			16,069			(3,284		)	29,431
Provision for income taxes	(212		)	(731		)	(10,338		)	(1,641		)
Income (loss) from continuing operations	3,791			15,338			(13,622		)	27,790

Loss from discontinued operations, net	(5,709		)	(7,203		)	(17,853		)	(14,103		)

Net income (loss)	$	(1,918	)	$	8,135		$	(31,475	)	$	13,687

	Basic			Diluted			Basic			Diluted			Basic			Diluted			Basic			Diluted
Earnings (loss) per common share:
Income (loss) from continuing operations	$	.07		$	.07		$	.28		$	.25		$	(.24	)	$	(.24	)	$	.50		$	.46
Loss from discontinued operations	(.10		)	(.10		)	(.13		)	(.11		)	(.32		)	(.32		)	(.25		)	(.21		)
Net income (loss) per common share	$	(.03	)	$	(.03	)	$	.15		$	.14		$	(.56	)	$	(.56	)	$	.25		$	.25

Weighted average common shares	56,481			57,209			55,419			65,657			56,302			56,302			55,044			65,326

See accompanying notes to condensed consolidated financial statements.

FLEETWOOD ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)

	October 30, 2005			April 24, 2005
	(Unaudited)
Assets
Cash	$	—		$	6,761
Marketable investments - available for sale	109,922			38,715
Receivables	181,690			164,609
Inventories	211,604			233,591
Deferred taxes, net	44,760			56,904
Assets of discontinued operations	—			145,784
Other current assets	22,107			23,974

Total current assets	570,083			670,338

Property, plant and equipment, net	224,657			232,125
Deferred taxes, net	19,503			17,859
Cash value of Company-owned life insurance, net	36,623			36,946
Goodwill	6,316			6,316
Other assets	59,878			46,663

Total assets	$	917,060		$	1,010,247

Liabilities and Shareholders’ Equity
Accounts payable	$	84,209		$	75,551
Employee compensation and benefits	76,604			77,924
Product warranty reserve	65,393			65,143
Short-term borrowings	19,981			56,661
Accrued interest	60,045			52,446
Liabilities of discontinued operations	—			84,702
Other current liabilities	89,227			82,290

Total current liabilities	395,459			494,717

Deferred compensation and retirement benefits	39,656			38,771
Insurance reserves	47,579			32,215
Long-term debt	126,507			108,946
Convertible subordinated debentures	210,142			210,142

Total liabilities	819,343			884,791

Commitments and contingencies

Shareholders’ equity:
Preferred stock, $1 par value, authorized 10,000,000 shares, none outstanding	—			—
Common stock, $1 par value, authorized 150,000,000 shares, outstanding 56,499,000 at October 30, 2005, and 56,043,000 at April 24, 2005	56,499			56,043
Additional paid-in capital	427,120			424,782
Accumulated deficit	(388,271		)	(356,796		)
Accumulated other comprehensive income	2,369			1,427

Total shareholders’ equity	97,717			125,456

Total liabilities and shareholders’ equity	$	917,060		$	1,010,247

See accompanying notes to condensed consolidated financial statements.

FLEETWOOD ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)

	27 Weeks Ended October 30, 2005			26 Weeks Ended October 24, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) from continuing operations	$	(13,622	)	$	27,790
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation expense	11,327			10,655
Amortization of financing costs	653			861
Other asset impairment charges	1,050			—
Gains on investment securities transactions	(6		)	(25		)
(Gains) losses on sale of property, plant and equipment	9			(28		)
Non-cash charge for conversion of trust preferred securities	—			1,134
Changes in assets and liabilities:
Increase in receivables	(17,081		)	(53,923		)
(Increase) decrease in inventories	21,987			(64,447		)
(Increase) decrease in deferred taxes, net	10,500			(1,160		)
(Increase) decrease in cash value of Company-owned life insurance	323			(532		)
Increase in other assets	(12,001		)	(8,552		)
Increase in accounts payable	8,658			1,927
Increase (decrease) in employee compensation and benefits	(435		)	12,073
Increase in product warranty reserve	250			4,522
Increase (decrease) in other liabilities	28,417			(3,323		)

Net cash provided by (used in) operating activities	40,029			(73,028		)

CASH FLOWS FROM DISCONTINUED OPERATIONS:
Loss from discontinued operations	(17,853		)	(14,103		)
Adjustments to reconcile net loss to net cash provided by (used in) discontinued operations:
Gain on sale of insurance assets	(2,417		)	—
Impairment charges	2,520			—
Termination benefit liability	1,483			—
Changes in assets and liabilities:
(Increase) decrease in net assets of discontinued operations	2,776			(14,178		)
Increase (decrease) in net liabilities of discontinued operations	(6,602		)	27,080
Proceeds from sale of insurance assets	2,417			—
Proceeds from sale of manufactured housing loan portfolio, net	29,900			—
Proceeds from sale of retail business, net	34,500			—

Net cash provided by discontinued operations	46,724			(1,201		)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities available-for-sale	(448,196		)	(417,636		)
Proceeds from sale of investment securities available-for-sale	377,014			487,384
Purchases of property, plant and equipment	(8,034		)	(20,368		)
Proceeds from sales of property, plant and equipment	1,104			605

Net cash provided by (used in) investing activities	(78,112		)	49,985

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term borrowings	(36,680		)	20,991
Increase in long-term debt	17,561			6,529
Redemption of convertible subordinated debentures	—			(20,767		)
Proceeds from exercise of stock options	2,794			1,462

Net cash provided by (used in) financing activities	(16,325		)	8,215

Foreign currency translation adjustment	923			2,007

Decrease in cash	(6,761		)	(14,022		)
Cash at beginning of period	6,761			14,090

Cash at end of period	$	—		$	68

See accompanying notes to condensed consolidated financial statements.

FLEETWOOD ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS’ EQUITY
(Unaudited)
(Amounts in thousands)

									Accumulated
	Common Stock			Additional					Other		Total
	Number of Shares	Amount		Paid-In Capital		Accumulated Deficit			Comprehensive Income		Shareholders’ Equity

Balance April 24, 2005	56,043	$	56,043	$	424,782	$	(356,796	)	$	1,427	$	125,456

Comprehensive loss:

Net loss	—	—		—		(31,475		)	—		(31,475		)

Other comprehensive income:

Foreign currency translation, net of taxes of $479	—	—		—		—			923		923

Investment securities, net of taxes of $11	—	—		—		—			19		19

Comprehensive loss											(30,533		)

Stock options exercised	456	456		2,338		—			—		2,794

Balance October 30, 2005	56,499	$	56,499	$	427,120	$	(388,271	)	$	2,369	$	97,717

See accompanying notes to condensed consolidated financial statements.

New Accounting Pronouncements:

Variable Interest Entities

The Company owned three Delaware business trusts that were established for the purpose of issuing optionally redeemable convertible trust preferred securities. The obligations of the business trusts to the holders of the trust preferred securities were all supported by convertible subordinated debentures issued by Fleetwood to the respective business trusts. Subsequent to the end of fiscal 2004, the preferred securities of two of the trusts were either converted or redeemed, and the debentures cancelled. Under Interpretation No. (“FIN”) 46, “Variable Interest Entities”, which was adopted by the Company as of January 25, 2004, the trust preferred securities continued to be presented as minority interests based on the fact that the Company had the ability to “call” the trust preferred securities and that no single party held a majority of the preferred securities; therefore, the Company was considered the primary beneficiary of the trusts. Under FIN 46R, a revision of FIN 46 that was adopted by the Company as of April 25, 2004, the call option embedded in the trust preferred securities was determined to be clearly and closely related to the underlying security. FIN 46R confirmed that the call option could no longer be separately evaluated as a determinant of the primary beneficiary of the trusts. As a result, the business trusts were now deemed to have no primary beneficiary and they were deconsolidated, resulting in the presentation of the convertible subordinated debenture obligations to the underlying trusts as a long-term liability for all years presented. Amounts previously shown in the Statements of Operations as minority interest in Fleetwood Capital Trusts I, II and III, net of taxes, were reclassified for all periods presented to interest expense, with the related tax effect included in the tax provision. Other than as indicated, the Company does not believe that the adoption of FIN 46 or FIN 46R had a material impact on the Company’s financial position, results of operations or cash flows.

Share-Based Payment

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment.” Under previous practice, the reporting entity could account for share-based payment under the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and disclose share-based compensation as if accounted for under the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” Under the provisions of SFAS No. 123R, a public entity is required to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award.

The Company expects to adopt SFAS No. 123R effective with the beginning of the first quarter of fiscal 2007. Adoption of the standard is currently expected to reduce fiscal 2007 earnings by an amount consistent with the reductions shown in recent pro forma disclosures provided under the provisions of SFAS No. 123. Application of this pronouncement requires significant judgment regarding the assumptions used in the selected option pricing model, including stock price volatility and employee exercise behavior. Most of these inputs are either highly dependent on the current economic environment at the date of grant or forward-looking over the expected term of the award. As a result, the actual impact of adoption on future earnings could differ significantly from current estimates.

Inventory Costs

In November 2004, the FASB issued SFAS No. 151, Inventory Costs—An Amendment of ARB No. 43, Chapter 4. SFAS No. 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and spoilage should be expensed as incurred and not included in overhead. Further, SFAS No. 151 requires that allocation of fixed and production facilities overhead to conversion costs should be based on normal capacity of the production facilities. The provisions in SFAS No. 151 are effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company is currently evaluating the impact of the adoption of this standard, but does not believe that the adoption of SFAS No. 151 will have a significant effect on its results of operations or financial position.

2) Supplemental Financial Information

Earnings Per Share:

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding. In the current year, the effect of stock options and convertible securities was anti-dilutive for the twenty-seven weeks ended October 30, 2005 and was, therefore, not considered in determining diluted earnings per share. For all other periods presented, stock options and/or the 5% convertible senior subordinated debentures were determined to be dilutive to net income from continuing operations.

The table below shows the calculation components of both basic and diluted earnings per share for the fiscal quarters ended October 30, 2005 and October 24, 2004 (amounts in thousands):

	13 Weeks Ended
	October 30, 2005			October 24, 2004

BASIC EARNINGS (LOSS) PER SHARE

Income from continuing operations	$	3,791		$	15,338
Loss from discontinued operations	(5,709		)	(7,203		)

Net income (loss)	$	(1,918	)	$	8,135

Weighted average shares outstanding for basic income (loss) per share	56,481			55,419

DILUTED EARNINGS (LOSS) PER SHARE

Income from continuing operations	$	3,791		$	15,338
5% convertible senior subordinated debentures	—			1,250

Diluted income from continuing operations	$	3,791		$	16,588

Loss from discontinued operations	$	(5,709	)	$	(7,203	)

Net income (loss)	$	(1,918	)	$	8,135
5% convertible senior subordinated debentures	—			1,250

Diluted net income (loss)	$	(1,918	)	$	9,385

Weighted average shares outstanding used for basic income (loss) per share	56,481			55,419
Effect of dilutive employee stock options	728			1,735
Effect of dilutive 5% convertible senior subordinated debentures	—			8,503
Weighted average shares outstanding used for dilutive income (loss) per share	57,209			65,657

	27 Weeks Ended			26 Weeks Ended
	October 30, 2005			October 24, 2004

BASIC EARNINGS (LOSS) PER SHARE

Income (loss) from continuing operations	$	(13,622	)	$	27,790
Loss from discontinued operations	(17,853		)	(14,103		)

Net income (loss)	$	(31,475	)	$	13,687

Weighted average shares outstanding for basic income (loss) per share	56,302			55,044

DILUTED EARNINGS (LOSS) PER SHARE

Income (loss) from continuing operations	$	(13,622	)	$	27,790
5% convertible senior subordinated debentures	—			2,500

Diluted income (loss) from continuing operations	$	(13,622	)	$	30,290

Loss from discontinued operations	$	(17,853	)	$	(14,103	)

Net income (loss)	$	(31,475	)	$	13,687
5% convertible senior subordinated debentures	—			2,500

Diluted net income (loss)	$	(31,475	)	$	16,187

Weighted average shares outstanding used for basic income (loss) per share	56,302			55,044
Effect of dilutive employee stock options	—			1,779
Effect of dilutive 5% convertible senior subordinated debentures	—			8,503
Weighted average shares outstanding used for dilutive income (loss) per share	56,302			65,326

Anti-dilutive securities outstanding as of the fiscal quarters ended October 30, 2005 and October 24, 2004 are as follows (amounts in thousands):

	13 Weeks Ended
	October 30, 2005	October 24, 2004

Options and warrants	2,536	2,485

Convertible 6% subordinated debentures	4,131	4,131

Convertible 5% senior subordinated debentures	8,503	—

	27 Weeks Ended	26 Weeks Ended
	October 30, 2005	October 24, 2004

Options and warrants	4,720	2,123

Convertible 6% subordinated debentures	4,131	4,131

Convertible 5% senior subordinated debentures	8,503	—

Common stock reserved for future issuance at October 30, 2005 was 17,354 shares.

Stock-Based Incentive Compensation:

The Company accounts for stock-based incentive compensation plans using the intrinsic method under which no compensation cost is recognized for stock option grants as the options are granted at fair market value at the date of grant. Had compensation costs for these plans been determined using the fair value method under which a compensation cost is recognized over the vesting period of the stock option based on its fair value at the date of grant (as determined using the Black-Scholes options pricing model), the Company’s net loss and loss per share would have been adjusted as indicated by the following table (amounts in thousands except per share data):

	13 Weeks Ended
	October 30, 2005			October 24, 2004

Net income (loss), as reported	$	(1,918	)	$	8,135

Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects	(613		)	(1,225		)

Pro forma net income (loss)	$	(2,531	)	$	6,910

Basic income (loss) per share, as reported	$	(.03	)	$	.15
Basic and diluted income (loss) per share, pro forma	$	(.04	)	$	.12
Diluted income (loss) per share, as reported	$	(.03	)	$	.14

	27 Weeks Ended			26 Weeks Ended
	October 30, 2005			October 24, 2004

Net income (loss), as reported	$	(31,475	)	$	13,687

Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects	(1,918		)	(2,011		)

Pro forma net income (loss)	$	(33,393	)	$	11,676

Basic and diluted income (loss) per share, as reported	$	(.56	)	$	.25
Basic income (loss) per share, pro forma	$	(.59	)	$	.21
Diluted income (loss) per share, pro forma	$	(.59	)	$	.22

Inventory Valuation:

Inventories are valued at the lower of cost (first-in, first-out) or market. Manufacturing cost includes materials, labor and manufacturing overhead. Inventories consist of the following (amounts in thousands):

	October 30, 2005		April 24, 2005
Manufacturing inventory-
Raw materials	$	137,120	$	139,520
Work in process	39,927		40,736
Finished goods	34,557		53,335

	$	211,604	$	233,591

Product Warranty Reserve:

Fleetwood typically provides customers of its products with a one year warranty covering defects in material or workmanship with longer warranties on certain structural components. The Company records a liability based on the best estimate of the amounts necessary to settle existing and future claims on products sold as of the balance sheet date. Factors used in estimating the warranty liability include a history of units sold to customers, the average cost incurred to repair a unit and a profile of the distribution of warranty expenditures over the warranty period. Changes in the Company’s product warranty liability are as follows (amounts in thousands):

Balance at April 24, 2005	$	65,143
Warranties issued and changes in the estimated liability during the period	43,501
Settlements made during the period	(43,251		)

Balance at October 30, 2005	$	65,393

Accumulated Other Comprehensive Income (Loss):

Comprehensive income (loss) includes all revenues, expenses, gains, and losses that affect the capital of the Company aside from issuing or retiring shares of stock. Net income or loss is one component of comprehensive income (loss). Based on the Company’s current activities, the only other components of comprehensive income (loss) consist of foreign currency translation gains or losses and changes in the unrealized gains or losses on marketable securities.

The difference between net income (loss) and total comprehensive income (loss) is shown below (amounts in thousands):

	13 Weeks Ended						27 Weeks Ended			26 Weeks Ended
	Oct. 30, 2005			Oct. 24, 2004			Oct. 30, 2005			Oct. 24, 2004

Net income (loss)	$	(1,918	)	$	8,135		$	(31,475	)	$	13,687
Foreign currency translation	739			1,296			923			2,006
Unrealized gain (loss) on investments	(2		)	(4		)	19			(2		)

Comprehensive income (loss)	$	(1,181	)	$	9,427		$	(30,533	)	$	15,691

Post-Retirement Health Care Benefits:

The Company provides health care benefits to certain retired employees from retirement age to when they become eligible for Medicare coverage. Employees become eligible for benefits after meeting certain age and service requirements. The cost of providing retiree health care benefits is actuarially determined and accrued over the service period of the active employee group.

The components of the net periodic post-retirement benefit cost are as follows (amounts in thousands):

	13 Weeks Ended						27 Weeks Ended			26 Weeks Ended
	Oct. 30, 2005			Oct. 24, 2004			Oct. 30, 2005			Oct. 24, 2004

Service cost - benefits earned during the year	$	139		$	111		$	289		$	222
Interest cost on projected benefit obligation	154			178			320			356
Recognized net actuarial gain or loss	239			276			496			552
Amortization of unrecognized prior service cost	(170		)	(379		)	(355		)	(757		)

Net periodic post-retirement benefit cost	$	362		$	186		$	750		$	373

The total amount of employer’s contributions expected to be paid during the current fiscal year is $660,000.

3) Industry Segment Information

Information with respect to industry segments is shown below (amounts in thousands):

	13 Weeks Ended Oct. 30, 2005			13 Weeks Ended Oct. 24, 2004			27 Weeks Ended Oct. 30, 2005			26 Weeks Ended Oct. 24, 2004

OPERATING REVENUES:

RV Group	$	393,471		$	450,280		$	816,673		$	935,983
Housing Group	224,981			213,877			429,312			409,564
Supply Group	11,888			16,172			25,618			30,232
Intercompany sales	(839		)	(34,396		)	(25,627		)	(70,417		)

	$	629,501		$	645,933		$	1,245,976		$	1,305,362

OPERATING INCOME (LOSS):

RV Group	$	(703	)	$	8,585		$	(5,784	)	$	24,153
Housing Group	14,156			11,722			19,176			17,785
Supply Group	878			1,745			2,599			2,772
Corporate and Other	(4,196		)	72			(6,749		)	(71		)

	$	10,135		$	22,124		$	9,242		$	44,639

In addition to the third-party revenues shown above, the Supply Group also generated the following intercompany revenues with the RV and Housing Groups:

	13 Weeks Ended Oct. 30, 2005		13 Weeks Ended Oct. 24, 2004		27 Weeks Ended Oct. 30, 2005		26 Weeks Ended Oct. 24, 2004

Supply intercompany revenues	$	45,034	$	49,605	$	85,081	$	99,071

4) Other, net

Other, net consists of restructuring and impairment costs. Restructuring costs relate to the reorganization of certain functions within the Company and consist primarily of severance costs. Impairment costs relate to the write-down of idle facilities held-for-sale. These charges are deducted in arriving at the Company’s operating income (loss).

5) Income Taxes

The current year’s tax provision results primarily from the effect of increasing the partial valuation allowance attributed to the Company’s deferred tax assets by $10.5 million during the first quarter. This change resulted from a reduction in the estimated benefit of various available tax strategies, which, if executed, would generate sufficient taxable income to realize the remaining net deferred tax asset. The primary reason for this reduction was an increase in the market value of the Company’s convertible trust preferred securities of Fleetwood Capital Trust I during the first quarter of fiscal 2006. At that time, improved expectations of the Company’s outlook, the announcement of a proposed exchange offer transaction relating to the convertible trust preferred securities and some upward movement in the Company’s stock price contributed to a lower discount from par value and diminished the magnitude of unrealized taxable gains in these securities at quarter-end. The Company determined that 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 provision also includes state tax liabilities in several states, with no offsetting tax benefits in other states, and foreign tax benefits.

6) Discontinued Operations

On March 30, 2005, the Company announced plans to exit its manufactured housing retail and financial services businesses. The action to exit these businesses was taken in order to stem losses sustained in the retail operations and transition the Company back to its traditional focus on manufacturing operations and contribute to the Company’s progress towards sustained profitability.

In July 2005, during HomeOne’s second fiscal quarter, substantially all of the manufactured housing loan portfolio was sold to an affiliate of Clayton Homes, Inc. for proceeds of $74.7 million. Following the closing of the sale, HomeOne repaid the outstanding balance on its warehouse line with Greenwich Capital Financial Products, Inc. (Greenwich) and terminated that facility. Outstanding borrowings under the line of credit were approximately $46.6 million, including a termination fee of $750,000, equal to one percent (1%) of the maximum amount of the credit line. The termination fee was pursuant to the terms of an amendment dated as of July 28, 2005 to the $75 million warehouse line of credit between HomeOne, HomeOne Funding I and Greenwich. The amendment also terminated Fleetwood’s guarantee of HomeOne’s obligations under the warehouse line.

In August 2005, substantially all of the assets of the retail business were also sold to affiliates of Clayton Homes, Inc. The aggregate sale price was $74 million, subject to certain adjustments as set forth in the purchase and closing agreements, including a post-closing adjustment to reflect the actual amount of inventory on hand at the closing date. A portion of the purchase price, in the amount of $8 million, was subject to a holdback pending finalization of the adjustments and satisfaction of certain conditions. In addition, the Company anticipated making a payment of approximately $6 million relating to customer deposit liabilities that were assumed by the buyer. After post-closing adjustments, the holdback and customer deposit amounts are expected to approximately offset. Upon the closing of the transaction, the Company paid off its retail flooring facilities, in the aggregate amount of $31.5 million and additionally repaid the portion of the Company’s secured credit facility supported by the assets of the retail housing business in the amount of $48.2 million. An additional $1.8 million was received from the buyer as an adjustment to the proceeds for the manufactured housing loan portfolio. As part of the sale, approximately 90 leased manufactured housing retail locations were assigned to the buyer. Although the Company received indemnification from the assignee, if the assignee were to become unable to continue making payments under the assigned leases, the Company estimates its maximum potential obligation with respect to the assigned leases to be $10.1 million as of October 30, 2005. The Company shall remain liable for such lease obligations for the remaining lease terms ranging from one month to nine years. The fair value of the guarantee is not considered material.

In November 2005, the Company divested most of its remaining assets and assigned various remaining operating leases for retail store locations. In addition, sublease agreements were signed for various other operating leases for retail store locations. This transaction was not material to the Company’s financial position or results of operations.

Assets and liabilities at the balance sheet dates that were expected to be sold or extinguished were reclassified to current assets and liabilities from discontinued operations, respectively, and consisted of the following (amounts in thousands):

	October 30, 2005		April 24, 2005

Current assets from discontinued operations:
Inventories	$	—	$	74,000
Property, plant and equipment, net	—		916
Finance loans receivable	—		70,868

	$	—	$	145,784
Current liabilities from discontinued operations:
Customer deposits	$	—	$	6,345
Retail flooring liabilities	—		37,608
Warehouse line of credit	—		40,749

	$	—	$	84,702

Operating results of these businesses, including impairment charges, severance costs and one-time termination benefits are classified as discontinued operations for all periods presented. Discontinued operations, net consist of the following (amounts in thousands):

	13 Weeks Ended
	October 30, 2005			October 24, 2004

Revenues	$	21,601		$	66,749
Net loss before charges:
Retail	$	(6,165	)	$	(6,983	)
Financial services	(1,031		)	(220		)
Gain on sale, impairment charges and termination benefits:
Gain on sale of insurance assets	2,417			—
Impairment adjustment to retail housing long-lived assets	288			—
Impairment of finance loans receivable	(390		)	—
Severance costs	158			—
One-time termination benefits	(986		)	—

Discontinued operations, net	$	(5,709	)	$	(7,203	)

	27 Weeks Ended			26 Weeks Ended
	October 30, 2005			October 24, 2004

Revenues	$	92,869		$	135,079
Net loss before charges:
Retail	$	(13,299	)	$	(13,448	)
Financial services	(823		)	(655		)
Gain on sale, impairment charges and termination benefits:
Gain on sale of insurance assets	2,417			—
Impairment adjustment to retail housing long-lived assets	288			—
Impairment of finance loans receivable	(1,882		)	—
Impairment of financial services long-lived assets	(926		)	—
Severance costs	(1,642		)	—
One-time termination benefits	(1,986		)	—

Discontinued operations, net	$	(17,853	)	$	(14,103	)

The net loss before impairment charges includes interest expense on the retail flooring liability and the warehouse line of credit, which were repaid upon sale of their related collateral, of $889,000 and $760,000, in the six month periods ended October 2005 and 2004, respectively. Of the $3.6 million of severance costs and one-time termination benefits accrued, $2.1 million had been paid by the end of the second quarter. Cumulative impairment charges and termination benefits, including charges recorded in the prior fiscal year, partially offset by the gain on sale, totaled $54.9 million. Additional impairment, one-time termination costs and contract termination costs are not expected to be significant; however, some ongoing general and administrative costs are expected to be incurred as part of the orderly liquidation of the remaining operations which is expected to be substantially complete by fiscal year-end. Due to the significant operating losses incurred by the Company’s discontinued operations, no benefit for income taxes has been provided for them.

7) Short-term Borrowings

Secured Credit Facility:

During May 2004, the Company’s credit facility was renewed and extended until July 31, 2007. In March 2005, the Company entered into an amendment to the facility to provide greater borrowing flexibility by raising the overall limit on borrowings from $150 million to $175 million, with an additional seasonal increase from October to April to $200 million. In addition, a limitation on borrowing against inventory within the asset borrowing base was raised from $85 million to $110 million, with a seasonal increase to $135 million for the December through April time period. The amendment also reset the designated cumulative EBITDA covenant requirements that are invoked in the event that average monthly liquidity (defined as domestic cash, cash equivalents and unused borrowing capacity) falls below $60 million within the borrowing subsidiaries or $90 million including the parent company. The interest rate for revolving loans under the line was increased slightly, but may be reduced to prior levels in future quarters based on improvements in a fixed charge coverage ratio.

In May 2005, the borrowing base was supplemented by $15 million of additional real estate collateral provided to the bank group. In July 2005, the agreement governing the credit facility was further amended and restated to incorporate prior amendments and increase total loan commitments to accommodate the previous $15 million addition to the revolver borrowing base and fund a new term loan collateralized by real estate in the amount of $22 million. These additions raise total loan commitments to $212 million from May through November, with a seasonal uplift to $237 million from December through April. The loan commitments for both the addition to the revolver and the term loan decrease on the first day of each fiscal quarter beginning October 31, 2005 in the amounts of $750,000 and $785,715, respectively.

In August 2005, in conjunction with the sale of the majority of the assets of the retail operations and the manufactured housing loan portfolio to Clayton Homes, Inc., the portion of the outstanding borrowings supported by the assets of the retail operation in the amount of $48.2 million was retired using the proceeds from the sale. Following the pay-down, borrowings under the facility are supported solely by assets of the Company’s manufacturing operations, designated as Fleetwood Holdings, Inc. (FHI). Total loan commitments under the credit agreement, however, were not reduced.

In November 2005, the facility was further amended to reset the designated EBITDA covenant requirements.

Borrowings are secured by receivables, inventory and certain other assets, primarily real estate and are used for working capital and general corporate purposes. Under the senior credit agreement, Fleetwood Enterprises, Inc. is a guarantor of the borrowings and letters of credit of FHI.

The balance outstanding on the revolver as reflected on the balance sheet at the end of fiscal October 2005 and 2004 in other short-term borrowings was $15.1 million and $25.1 million, respectively. The revolving credit line bears interest, at the Company’s option, at variable rates based on either Bank of America’s prime rate or one, two or three month LIBOR. As amended, the facility is secured by virtually all of the Company’s receivables and a significant portion of its inventories and personal property, plus $108 million in appraised value of real estate. Advances under the revolving credit line are limited by the available borrowing base of eligible accounts receivable and inventories. The borrowing base is revised weekly for changes in receivables and monthly for changes in inventory balances. At October 30, 2005, the borrowing base totaled $200 million. After consideration of standby letters of credit of $63.7 million and the outstanding borrowings, including the real estate term, loan unused borrowing capacity was approximately $99.2 million.

8) Convertible Subordinated Debentures

As discussed further in the Company’s Annual Report on Form 10-K, the Company owned three Delaware business trusts that each issued a separate series of optionally redeemable convertible trust preferred securities convertible into shares of the Company’s common stock. The combined proceeds from the sale of the securities and from the purchase by the Company of the common shares of the business trusts were tendered to the Company in exchange for a separate series of convertible subordinated debentures. These debentures represented the sole assets of the business trusts. Two of the trusts have now been dissolved and the debentures issued by the remaining trust, Fleetwood Capital Trust (Trust I) are presented as a long-term liability in the accompanying balance sheets.

Distributions on the remaining securities held by Trust I are payable quarterly in arrears at an annual rate of 6 percent. The Company has the right to elect to defer distributions for up to 20 consecutive quarters under the trust

indenture governing the existing 6% convertible trust preferred securities, which it elected to do. When the Company defers a distribution on the 6% convertible trust preferred securities, it is prevented from declaring or paying dividends on its common stock during the period of the deferral. The total amount deferred, including accrued interest, was $57.3 million as of October 30, 2005. Under the terms of the governing instruments, the Company is permitted to defer distributions on the Trust I Securities through August 2006; however, as further discussed in Note 10, the Company has indicated that it expects to repay the deferred distributions on the next scheduled payment date of February 15, 2006.

9) Commitments and Contingencies

Repurchase Commitments:

Producers of recreational vehicles and manufactured housing customarily enter into repurchase agreements with lending institutions that provide wholesale floorplan financing to independent dealers. These agreements generally provide that, in the event of a default by a dealer in its obligation to these credit sources, the Company will repurchase vehicles or homes sold to the dealer that have not been resold to retail customers. With most repurchase agreements the Company’s obligation ceases when the amount for which the Company is contingently liable to the lending institution has been outstanding for more than 12, 18 or 24 months, depending on the terms of the agreement. The contingent liability under these agreements approximates the outstanding principal balance owed by the dealer for units subject to the repurchase agreement, less any scheduled principal payments waived by the lender. Although the maximum potential contingent repurchase liability approximated $168 million for inventory at manufactured housing dealers and $333 million for inventory at RV dealers as of October 30, 2005, the risk of loss is reduced by the potential resale value of any products that are subject to repurchase, and is spread over numerous dealers and financial institutions. The gross repurchase obligation will vary depending on the season and the level of dealer inventories. Typically, the fiscal third quarter repurchase obligation is greater than other periods due to higher dealer inventories. The RV repurchase obligation is greater than the manufactured housing obligation due to motor homes having a higher average selling price per unit and dealers holding more units in inventory. Past losses under these agreements have not been significant and lender repurchase demands have been funded out of working capital. Through the first six months of fiscal year 2006, the Company repurchased $1.8 million of product compared to $819,000 for the same period in the prior year, with a repurchase loss of $434,000 incurred this year compared to a repurchase loss of $246,000 in the prior year.

Guarantees:

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” Interpretation No. 45 discusses the necessary disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. It also discusses that the guarantor must recognize a liability, at fair value, at the inception of the guarantee for the obligation incurred in issuing the guarantee.

As part of the sale of the Company’s manufactured housing retail business, approximately 90 leased manufactured housing retail locations were assigned to the buyer. Although the Company received indemnification from the assignee, if the assignee were to become unable to continue making payments under the assigned leases, the Company estimates its maximum potential obligation with respect to the assigned leases to be $10.1 million as of October 30, 2005. The Company shall remain liable for such lease obligations for the remaining lease terms ranging from one month to nine years. The fair value of the guarantee is not material at October 30, 2005.

Other:

As of October 30, 2005, the Company was a party to 11 limited guarantees, aggregating $4.3 million, to certain obligations of certain retailers to floorplan lenders and an additional two unsecured guarantees aggregating $3.5 million for other obligations.

Fleetwood is also a party to certain guarantees that relate to its credit arrangements. These are more fully discussed in Note 12 and in the Company’s fiscal 2005 Annual Report on Form 10-K.

Legal Proceedings:

The Company is regularly involved in legal proceedings in the ordinary course of its business. Because of the

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). Forward-looking statements regarding future events and the future performance of the Company involve risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, without limitation, the following items:

• the cyclical nature of both the manufactured housing and recreational vehicle industries;

• ongoing weakness in the manufactured housing market;

• continued acceptance of Fleetwood’s products;

• the potential impact on demand for Fleetwood’s products as a result of declining consumer confidence;

• the effect of global tensions, gasoline prices and other factors on consumer confidence;

• expenses and uncertainties associated with the manufacturing and introduction of new products;

• the future availability of manufactured housing retail financing as well as housing and RV wholesale financing;

• 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;

• the Company’s ability to successfully meet its ongoing obligations with respect to Section 404 of the Sarbanes-Oxley Act; and

• the Company’s ability to obtain financing needed in order to execute its business strategies.

Although management believes that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Fleetwood undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may arise from changing circumstances or unanticipated events. Additionally, other risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended April 24, 2005, filed with the Securities and Exchange Commission, under “Item 1. Business,” including the section therein entitled “Risks Relating to Our Business,” and “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition,” including the section therein entitled “Business Outlook.”

Overview

Fleetwood is one of the nation’s leaders in producing both recreational vehicles and manufactured housing. The RV Group or segment consists of the motor home, travel trailer and folding trailer divisions. The Housing Group or segment consists of the wholesale manufacturing operation.

In fiscal 2005, we sold 50,746 recreational vehicles. In calendar 2004, we had a 15.3 percent share of the overall recreational vehicle market, consisting of a 17.9 percent share of the motor home market, an 11.7 percent share of the travel trailer market and a 38.7 percent share of the folding trailer market.

In fiscal 2005, we shipped 23,962 manufactured homes, and were the second largest producer of HUD-Code homes in the United States in terms of units sold. In calendar 2004, we had a 17.6 percent share of the manufactured housing wholesale market.

Our business began in 1950 producing travel trailers and quickly evolved to what are now termed manufactured homes. We
re-entered the recreational vehicle business with the acquisition of a travel trailer operation in 1964. Our manufacturing activities are conducted in 16 states within the U.S., and to a much lesser extent in Canada. We distribute our manufactured products primarily through a network of independent dealers throughout the United States and Canada. In fiscal 1999, we entered the manufactured housing retail business through a combination of key acquisitions and internal development of new retail sales centers. We later established a financial services subsidiary to provide finance and insurance products to the retail operation. In March 2005, we announced that the retail and finance businesses were to be sold so we could focus on our core businesses, RV and housing manufacturing, and in July and August 2005, the majority of the assets of these businesses were sold.

Critical Accounting Policies

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles. This requires us to make estimates and assumptions that affect the amounts reported in the financial statements and notes. We evaluate these estimates and assumptions on an ongoing basis and use historical experience factors and various other assumptions that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates under different assumptions or conditions.

The following is a list of the accounting policies that we believe reflect our more significant judgments and estimates, and that could potentially result in materially different results under different assumptions and conditions.

Revenue Recognition

Revenue for manufacturing operations is generally recorded when all of the following conditions have been met:

• an order for a product has been received from a dealer;

• written or verbal approval for payment has been received from the dealer’s flooring institution;

• a common carrier signs the delivery ticket accepting responsibility for the product as agent for the dealer; and

• the product is removed from Fleetwood’s property for delivery to the dealer who placed the order.

Most manufacturing sales are made on cash terms, with most dealers financing their purchases under flooring arrangements with banks or finance companies. Products are not ordinarily sold on consignment; dealers do not ordinarily have the right to return products; and dealers are typically responsible for interest costs to floorplan lenders. On average, we receive payments from floorplan lenders on products sold to dealers within 15 days of the invoice date.

Warranty

Fleetwood typically provides customers of our products with a one-year warranty covering defects in material or workmanship with longer warranties on certain structural components. We record a liability based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors we use in estimating the warranty liability include a history of units sold to customers, the average cost incurred to repair a unit and a profile of the distribution of warranty expenditures over the warranty period. A significant increase in dealer shop rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize.

Insurance Reserves

Generally, we are self-insured for health benefit, workers’ compensation, products liability and personal injury insurance. Under these plans, liabilities are recognized for claims incurred (including those incurred but not reported), changes in the reserves related to prior claims and an administration fee. At the time a claim is filed, a liability is estimated to settle the claim. The liability for workers’ compensation claims is guided by state statute. Factors considered in establishing the estimated liability for products liability and personal injury claims are the nature of the claim, the geographical region in which the claim originated, loss history, severity of the claim, the professional judgment of our legal counsel, and inflation. Any material change in the aforementioned factors could have an adverse impact on our operating results. We maintain excess liability insurance with outside insurance carriers to minimize our risks related to catastrophic claims.

Deferred Taxes

Deferred tax assets and liabilities are determined based on temporary differences between income and expenses reported for financial reporting and tax reporting. We are required to record a valuation allowance to reduce our net deferred tax assets to the amount that we believe is more likely than not to be realized. In assessing the need for a valuation allowance, we historically have considered all positive and negative evidence, including scheduled reversals of deferred tax liabilities,

prudent and feasible tax planning strategies, projected future taxable income and recent financial performance. Since we have had cumulative losses in recent years, the accounting guidance suggests that we should not look to future earnings to support the realizability of the net deferred tax asset. As a result, we concluded that a partial valuation allowance against our deferred tax asset was appropriate. Accordingly, beginning in fiscal 2003, the deferred tax asset was partially reduced by a valuation allowance with a corresponding adjustment to the provision for income taxes. The remaining book value of the net deferred tax asset was supported by the availability of various tax strategies, which, if executed, were expected to generate sufficient taxable income to realize the remaining asset. In the first quarter of fiscal 2006, the Company determined that the estimated benefits from available tax strategies were sufficient to support a deferred tax asset of $64.3 million and recorded an adjustment to the valuation allowance of $10.5 million with a corresponding change to the provision to income taxes. The primary reason for this reduction was an increase in the market value of our convertible trust preferred securities of Fleetwood Capital Trust. At that time, improved expectations of the Company’s outlook, the announcement of a proposed exchange offer transaction relating to the convertible trust preferred securities and some upward movement in our stock price contributed to a lower discount from par value and diminished the magnitude of unrealized taxable gains in these securities at quarter-end. We continue to believe that the combination of all positive and negative factors will enable us to realize the full value of the deferred tax assets; however, it is possible that the extent and availability of tax planning strategies will change over time and impact this evaluation. If, after future assessments of the realizability of our deferred tax assets, we determine an adjustment is required, we would record the provision or benefit in the period of such determination.

Legal Proceedings

We are regularly involved in legal proceedings in the ordinary course of our business. Because of the uncertainties related to the outcome of the litigation and range of loss on cases other than breach of warranty, we are generally unable to make a reasonable estimate of the liability that could result from an unfavorable outcome. In other cases, including products liability (discussed above) and personal injury cases, we prepare estimates based on historical experience, the professional judgment of our legal counsel, and other assumptions that we believe are reasonable. As additional information becomes available, we reassess the potential liability related to pending litigation and revise our estimates. Such revisions and any actual liability that greatly exceeds our estimates could materially impact our results of operations and financial position.

Repurchase Commitments

Producers of recreational vehicles and manufactured housing customarily enter into repurchase agreements with lending institutions that provide wholesale floorplan financing to independent dealers. The Company’s agreements generally provide that, in the event of a default by a dealer in its obligation to these credit sources, Fleetwood will repurchase product. With most repurchase agreements, our obligation ceases when the amount for which we are contingently liable to the lending institution has been outstanding for more than 12, 18 or 24 months, depending on the terms of the agreement. The contingent liability under these agreements approximates the outstanding principal balance owed by the dealer for units subject to the repurchase agreement less any scheduled principal payments waived by the lender. Although the maximum potential contingent repurchase liability approximated $168 million for inventory at manufactured housing dealers and $333 million for inventory at RV dealers as of October 30, 2005, the risk of loss is reduced by the potential resale value of any products that are subject to repurchase, and is spread over numerous dealers and financial institutions. The gross repurchase obligation will vary depending on the season and the level of dealer inventories. Typically, the fiscal third quarter repurchase obligation will be greater than other periods due to high dealer inventories. The RV repurchase obligation is greater than the manufactured housing obligation due to motor homes having a higher average selling price per unit and dealers holding more units in inventory. Past losses under these agreements have not been significant and lender repurchase demands have been funded out of working capital. In the past three fiscal years we have had the following repurchase activity (dollars in millions):

	27 Weeks Ended		26 Weeks Ended		Fiscal Years
	October 30, 2005		October 24, 2004		2005		2004

Units	55		36		174		177

Repurchase amount	$	1.8	$	0.8	$	6.3	$	3.7

Loss recognized	$	0.4	$	0.2	$	1.2	$	0.6

Results of Operations

The following table sets forth certain statements of operations data expressed as a percentage of net sales for the periods indicated (certain amounts in this section may not recompute due to rounding):

	13 Weeks Ended				27 Weeks Ended		26 Weeks Ended
	Oct. 30, 2005		Oct. 24, 2004		Oct. 30, 2005		Oct. 24, 2004

Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of products sold	82.2		81.3		83.0		81.4

Gross profit	17.8		18.7		17.0		18.6
Operating expenses	(16.0	)	(15.3	)	(15.9	)	(15.1	)
Other, net	(0.2	)	—		(0.4	)	—

Operating income	1.6		3.4		0.7		3.5
Other income (expense)
Investment income	0.2		0.1		0.2		0.1
Interest expense	(1.2	)	(1.0	)	(1.2	)	(1.0	)
Other, net	—		—		—		(0.2	)
Income (loss) from continuing operations before income taxes	0.6		2.5		(0.3	)	2.4
Provision for income taxes	—		(0.1	)	(0.8	)	(0.1	)

Income (loss) from continuing operations	0.6		2.4		(1.1	)	2.3
Discontinued operations	(0.9	)	(1.1	)	(1.4	)	(1.1	)

Net income (loss)	(0.3	)%	1.3	%	(2.5	)%	1.2	%

Current Quarter Compared to Corresponding Quarter of Last Year

Consolidated Results:

The following table presents consolidated net sales by segment for the quarters ended October 30, 2005 and October 24, 2004 (amounts in thousands):

	13 Weeks Ended
				% of					% of		Change
	Oct. 30, 2005			Net Sales		Oct. 24, 2004			Net Sales		Amount			%

RV Group	$	393,471		62.5		$	450,280		69.7		$	(56,809	)	(12.6	)
Housing Group	224,981			35.7		213,877			33.1		11,104			5.2
Supply Group	11,888			1.9		16,172			2.5		(4,284		)	(26.5	)
Intercompany Sales	(839		)	(0.1	)	(34,396		)	(5.3	)	33,557			(97.6	)

Net sales	$	629,501		100.0		$	645,933		100.0		$	(16,432	)	(2.5	)

Consolidated revenues fell 2.5 percent based on a 12.6 percent decline in sales for the RV Group, partially offset by 5.2 percent growth in Housing Group sales. Prior year consolidated revenues were net of intercompany sales of $34.4 million compared to only $0.8 million in the current year following the sale during the quarter of our retail housing business. Production of disaster relief units commenced about halfway through the second quarter providing some uplift for the travel trailer and manufactured housing businesses. Revenues from disaster relief sales to government agencies were approximately $60 million. Direct sales by dealers to provide emergency shelter and the resultant need to replenish inventories contributed to an increase during the quarter to travel trailer and manufactured housing order backlogs. The same quarter in the prior year also included approximately $49 million of revenue from disaster relief housing sales to the Florida region. As expected, the motor home business suffered a decline in sales, generally reflecting a significant slowdown in industry retail sales and adjustments to dealer inventories, amid concerns over declining consumer confidence.

Gross margin weakened from 18.7 percent to 17.8 percent of sales primarily due to a loss of operating leverage caused by lower motor home sales, which were particularly strong in the prior year.

Operating expenses, which include selling, warranty and service, and general and administrative expenses, increased by $2.0 million in the second quarter and increased as a percentage of sales from 15.3 percent to 16.0 percent. The increase from the prior year was primarily due to higher general and administrative expenses offset by lower selling expenses in both the RV and housing businesses. The increase in general and administrative costs compared to the prior year was caused by higher healthcare and incentive compensation costs.

Other operating expenses in the current quarter of $1.0 million consisted of impairment costs related to the write-down of idle facilities held-for-sale.

The resulting operating income for the second quarter was $10.1 million compared to $22.1 million in the prior year.

Other income (expense) consists of interest income and expense, which remained approximately flat at $6.1 million.

The current quarter tax provision resulted primarily from state tax liabilities in several states, with no offsetting tax benefits in other states, and foreign tax benefits.

Recreational Vehicles:

The following table presents RV Group net sales by division for the periods ended October 30, 2005 and October 24, 2004 (amounts in thousands):

	13 Weeks Ended
				% of			% of	Change
	Oct. 30, 2005			Net Sales	Oct. 24, 2004		Net Sales	Amount			%

Motor homes	$		248,740	63.2	$	302,296	67.1	$	(53,556	)	(17.7	)
Travel trailers	119,334			30.3	119,626		26.6	(292		)	(0.2	)
Folding trailers	25,397			6.5	28,358		6.3	(2,961		)	(10.4	)

Net sales	$	393,471		100.0	$	450,280	100.0	$	(56,809	)	(12.6	)

Recreational vehicle sales decreased by 12.6 percent when compared to last year’s October quarter. Motor home sales decreased by 17.7 percent to $248.7 million compared to $302.3 million in the prior year. Retail market share for the first nine months of calendar 2005 was 17.5 percent, down slightly from 17.7 percent for the same period in the prior year. Concerns regarding declining consumer confidence, driven by increasing interest rates and higher fuel prices, have reduced calendar year-to-date retail sales by approximately 8 percent and have caused dealers to reduce their inventories. In the prior year dealer inventories were still increasing, exaggerating the year-over-year shortfall of wholesale shipments.

Travel trailer sales were flat at $119.3 million versus $119.6 million in the prior year. This improvement over recent trends is the result of $30 million of disaster relief sales compared to $5 million in the prior year. During the quarter, dealer inventories decreased due to emergency shelter business resulting in higher order backlogs by quarter-end. Market share for the first nine months of calendar 2005 on traditional dealer business in the travel trailer segment has decreased to 8.9 percent compared to 11.8 percent in the prior year. The Company has lost market share as a result of less competitive product offerings and erosion in dealer confidence. New models are gradually being introduced and dealer acceptance of these units will become apparent in coming months and quarters. Changes include ongoing rationalization of floorplans and options that should reduce product complexity and improve manufacturing efficiencies. Additionally, we have returned responsibility for service operations to factory locations. Folding trailer sales declined by 10.4 percent from the prior year to $25.4 million due to ongoing industry weakness in this segment.

Gross margin declined from 13.9 percent to 13.4 percent. Margin pressure resulted from lower motor home sales volumes compared to the prior year, offset by an improvement in travel trailer margins as a result of higher capacity utilization and greater production efficiencies.

Operating expenses for the RV Group were $0.8 million lower but increased as a percentage of sales from 12.0 percent in the prior year to 13.6 percent for the current quarter. The dollar decrease was due to lower selling on reduced volume, coupled with a reduction to certain general and administrative costs, including product development and marketing initiatives and incentive compensation costs. The decrease was partially offset by higher warranty and service costs. The RV Group incurred a $0.7 million operating loss compared to an $8.6 million profit in the prior year. Motor home operating income decreased to $2.9 million in the second quarter. The travel trailer division incurred an operating loss of $3.8 million and the folding trailer division had an operating profit of $0.3 million.

Manufactured Housing:

The following table presents Housing Group net sales for the periods ended October 30, 2005 and October 24, 2004 (amounts in thousands):

	13 Weeks Ended				Change
	Oct. 30, 2005		Oct. 24, 2004		Amount		%

Housing sales	$	224,981	$	213,877	$	11,104	5.2

Results for the Housing Group consist of factory wholesale revenues, including sales to our retail business prior to being divested in August 2005. Transactions between these operating divisions are eliminated in consolidation, including any intercompany profit in Company-owned retail stores. Revenues for the retail business are included in the results of discontinued operations.

Housing Group revenues for the quarter increased by 5.2 percent to $225.0 million, and included $0.8 million of intercompany sales to Company-owned retail stores prior to the disposition of that business. Manufactured homes are sold as single-section or multi-section units. Multi-section units typically are built in two, three or four sections. The improvement in sales reflects higher average selling price per home offset by slightly lower unit volume. Manufacturing unit volume decreased from last year by 1.0 percent to 6,610 homes while the total number of sections sold decreased by 0.7 percent to 10,575. The Company’s market share, based on wholesale shipments, for the first nine months of calendar 2005 decreased to 16.7 percent from 17.0 percent in the same period last year. Fleetwood’s market share for multi-section homes has increased while our share of the single-section market declined due to the large volume of disaster relief shipments that fell into the third calendar quarter last year. As the majority of this year’s disaster relief shipments occurred in October they are not reflected in this market share data. The second quarter included disaster relief revenues of $30 million for government agency sales to the Gulf region compared to $44 million of revenue in the prior year for similar disaster relief sales to the Florida region. This had the effect of increasing order backlogs for traditional dealer business. Market conditions in certain regions of the country, notably California and Arizona, have been good. Traditional manufactured housing markets, such as Texas and parts of the Southeast, continued to show weakness but may gradually improve over coming quarters due to rebuilding efforts in the Gulf. The prior year comparatives in the Florida region include the impact of disaster relief efforts and, thus, reflect a slowdown, although the more recent storms may generate additional demand. Despite modest improvements in Company sales driven primarily by the higher average selling price, the underlying manufactured housing market continued to be adversely affected by limited availability of retail financing and competition from repossessed units, as well as competition from conventional builders due to low mortgage rates.

Second quarter gross profit margin was 24.6 percent, an improvement over the first quarter but lower than the 25.1 percent achieved in the prior year. The prior year results included the benefits of a full quarter of disaster relief production which did not commence until about half way through the most recent quarter. Pricing has kept pace with material costs although labor rates compressed margins with some offset from the pass-through effect of higher shipping costs included in both revenue and cost of sales. Operating expenses were slightly lower, driven by a reduction in selling and warranty and service expenses. Results also included other expenses of $1 million relating to the write-down of idle facilities held-for-sale. All other operating expenses remained consistent with prior year levels.

The Housing Group operating income of $14.2 million was $2.5 million higher than the prior year, mainly due to higher sales and lower operating expenses.

Supply Operations:

The Supply Group contributed gross second quarter revenues of $56.9 million compared to $65.8 million a year ago, of which $11.9 million and $16.2 million, respectively, were sales to third-party customers. Operating income decreased from $1.7 million in the prior year to $0.9 million in the current quarter.

Discontinued Operations:

In March 2005, we announced our intention to exit the manufactured housing retail and financial services businesses. These businesses are presented as discontinued operations in the Company’s financial statements. Revenues from discontinued operations decreased from $66.7 million in the second quarter of the prior year to $21.6 million in the current year prior to the sale of the retail housing and financial services businesses during the quarter. Losses from discontinued operations were $5.7 million in the current quarter, compared to a loss of $7.2 million in the comparable quarter last year. The current quarter loss includes a gain on sale of $2.4 million from the sale of insurance assets. Additionally, impairment charges of $0.1 million and severance costs and one-time termination benefits totaling $0.8 million were recognized.

Current Year-to-Date Compared to Corresponding Period of Last Year

Consolidated Results:

The following table presents consolidated net sales by segment for the six-month periods ended October 30, 2005 and October 24, 2004 (amounts in thousands):

	27 Weeks Ended					26 Weeks Ended
				% of					% of		Change
	Oct. 30, 2005			Net Sales		Oct. 24, 2004			Net Sales		Amount			%

RV Group	$	816,673		65.5		$	935,983		71.7		$	(119,310	)	(12.7	)
Housing Group	429,312			34.5		409,564			31.4		19,748			4.8
Supply Group	25,618			2.1		30,232			2.3		(4,614		)	(15.3	)
Intercompany sales	(25,627		)	(2.1	)	(70,417		)	(5.4	)	44,790			(63.6	)

Net sales	$	1,245,976		100.0		$	1,305,362		100.0		$	(59,386	)	(4.5	)

Consolidated revenues decreased 4.5 percent due to a 12.7 percent fall in the RV business offset by a 4.8 percent improvement in Housing Group sales. A softer motor home market, together with weak sales of traditional towable products, drove the decline in RV revenues, partially offset by disaster relief sales of travel trailers. The Housing Group posted improved revenues despite slightly lower unit sales due to a higher average price per home.

Gross margin declined from 18.6 percent to 17.0 percent of sales mainly due to lower sales in the motor home and travel trailer divisions, and lower production volumes causing manufacturing in efficiencies in those operations.

Operating expenses, which include selling, warranty and service and general and administrative expenses, were flat in the first six months, but increased as a percentage of sales from 15.1 percent to 15.9 percent. Current period other, net operating expenses included approximately $4.3 million of severance costs relating to restructuring efforts and $1.0 million of impairment charges on idle facilities held for sale.

Income from continuing operations for the first six months was $9.2 million compared to $44.6 million in the prior year.

Other income (expense) which includes interest income and expense, for the first six months was $12.5 million compared to $15.2 million in the prior year. During the first quarter of the prior year, we completed various transactions related to the call for redemption of certain convertible preferred securities and paid a premium of $2.7 million in excess of interest accrued on the convertible preferred securities related to either the redemption premium or privately negotiated incentive payments to convert certain holdings prior to the redemption date.

The current period tax provision resulted primarily from the effect of increasing the partial valuation allowance attributed to the Company’s deferred tax assets by $10.5 million. This change resulted from a reduction in the estimated benefit of various available tax strategies, which, if executed, would generate sufficient taxable income to realize the remaining net deferred tax asset. The provision also includes state tax liabilities in several states, with no offsetting tax benefits in other states, and foreign tax benefits.

Recreational Vehicles:

The following table presents RV Group net sales by division for the periods ended October 30, 2005 and October 24, 2004 (amounts in thousands):

	27 Weeks Ended			26 Weeks Ended
			% of			% of	Change
	Oct. 30, 2005		Net Sales	Oct. 24, 2004		Net Sales	Amount			%

Motor homes	$	546,530	66.9	$	620,209	66.3	$	(73,679	)	(11.9	)
Travel trailers	224,169		27.4	266,040		28.4	(41,871		)	(15.7	)
Folding trailers	45,974		5.6	49,734		5.3	(3,760		)	(7.6	)

Net sales	$	816,673	100.0	$	935,983	100.0	$	(119,310	)	(12.7	)

Recreational vehicle sales fell 12.7 percent to $816.7 million in the first six months, compared to $936.0 million for the prior year, with all divisions contributing to the decrease. The decrease in motor homes is in line with overall industry experience as current shipments are lower compared to peak sales in calendar 2004. Travel trailer sales declined 15.7 percent with disaster related shipments replacing some traditional dealer business. As previously discussed the Company has lost market share as a result of less competitive product offerings and erosion in dealer confidence. Folding trailer sales were down 7.6 percent from the prior year, largely tracking the overall industry decline in this segment.

Gross margin declined from 14.4 percent to 12.2 percent. A shift towards lower-priced motor home products reduced margins along with inefficiencies due to lower production volume. Labor costs were impacted by manufacturing inefficiencies for towable products, although increased capacity utilization in the second quarter as a result of disaster relief efforts helped restore margins to more normal levels during that quarter. Labor costs are generally higher as a result of changes to production compensation programs that were made at the end of 2004.

Operating expenses for the RV Group were $5.0 million lower but increased as a percentage of sales from 11.8 percent in the prior year to 13.0 percent for the current period. The dollar decrease was mainly the result of lower selling expenses on lower volumes, combined with lower general and administrative expenses, due in part to the elimination of certain product initiatives and marketing efforts, as well as lower incentive compensation.

The RV Group incurred a $5.8 million operating loss, compared to a $24.2 million profit in the prior year. Motor home operating income decreased by $24.0 million to $8.0 million in the first six months as a result of lower sales and margins. The travel trailer division incurred an operating loss of $12.5 million in the first six months, $6.2 million higher than the prior year’s loss, primarily due to lower sales and manufacturing inefficiencies. The folding trailer division generated an operating loss of $1.3 million, which was an improvement of $0.2 million over the prior year’s loss, primarily resulting from cost-saving initiatives and efficiencies.

Manufactured Housing:

The following table presents Housing Group sales for the six-month periods ended October 30, 2005 and October 24, 2004 (amounts in thousands):

	27 Weeks Ended		26 Weeks Ended		Change
	Oct. 30, 2005		Oct. 24, 2004		Amount		%

Housing sales	$	429,312	$	409,564	$	19,748	4.8

Housing Group revenues for the first six months increased by 4.8 percent to $429.3 million. The improvement in sales reflects a higher average selling price per home on slightly fewer shipments compared to the prior year. Unit volume decreased 2.2 percent to 12,468 homes. The total number of sections sold decreased by a lesser 1.0 percent from last year to

20,984, as a result of a shift in sales mix to more multi-section homes. This shift and the overall sales increase were attributable, in part, to prior year sales to hurricane victims in Florida and to community and park operators. Despite increased sales due to the impact of severe weather over the past two years the underlying manufactured housing market continued to be adversely affected by limited availability of retail financing and competition from repossessed units, as well as competition from conventional builders due to low mortgage rates.

Gross profit margins decreased slightly from 24.1 percent to 23.9 percent, due in part to higher labor production costs in the current year.

Operating expenses increased $2.8 million but decreased by 0.2 percent as a percentage of sales. The dollar increase was attributable to higher general and administrative expenses, including increased incentive compensation, restructuring and impairment charges, partially offset by lower selling and warranty expenses.

The Housing Group generated an operating profit of $19.2 million which was $1.4 million higher than the prior year due to higher sales.

Supply Operations:

The Supply Group contributed revenues of $110.7 million for the first six months compared to $129.3 million in the prior year, of which $25.6 million and $30.2 million, respectively, were sales to third party customers. Operating income decreased from $2.8 million in the prior year to $2.6 million in the first six months mainly due to the lower sales.

Discontinued Operations:

In March 2005, we announced our intention to exit the manufactured housing retail and financial services businesses. These businesses are presented as discontinued operations in the Company’s financial statements. Revenues from discontinued operations decreased to $92.9 million in the first six months prior to the sale of the retail housing and financial services businesses, to $135.1 million in the prior year. Losses from discontinued operations were $17.9 million in the current period, compared to a loss of $14.1 million in the comparable period last year. The current year-to-date loss includes a gain on sale of $2.4 million from the sale of insurance assets. Additionally, impairment charges of $2.5 million and severance costs and one-time termination benefits totaling $3.6 million were recognized.

Business Outlook

Industry motor home sales have slowed considerably from last year’s record pace and underlying retail sales during the first nine months of the calendar year have fallen by 8 percent. During the most recent quarter, rising interest rates and high gasoline prices, which have since moderated, had a negative impact on consumer confidence and created uncertainty surrounding the overall market. Our experience has followed that of the overall industry and fiscal year-to-date unit sales are down 14% as dealers adjust their own inventory levels and attempt to determine how quickly the market will recover. Our market share decreased only slightly during this period, and we expect to benefit from recently announced product innovations such as availability of the full-wall slide technology in three additional brands and a number of improved floorplans. Also the resumption of Class C motor home production in the eastern part of the U.S., should enable more cost-effective distribution and give a boost to our competitive posture. Our own inventories of finished goods are now at reasonable levels and production rates will be adjusted to support underlying retail sales.

Travel trailer operations received an uplift from disaster relief orders that should continue through the end of the fiscal year, although declining during the fourth quarter. The underlying trend for dealer business, however, continues to be one of lower shipments of travel trailers. Industry travel trailer retail sales were basically flat in the first nine months of the calendar year compared to the same period in the prior year. Our market share has deteriorated from 11.8 percent to 8.9 percent over this period, generally as a result of less competitive product offerings and erosion in dealer confidence that have caused some contraction in our shelf space on dealers’ lots in certain markets. We have been unable to consistently balance content with value and have often exceeded price points sought by customers. These issues have been compounded by excess capacity, as well as products and floorplans that have been overly complex to manufacture, contributing to higher warranty costs. These factors have adversely affected the strength of our dealer distribution network particularly in the central part of the country. Initiatives to reverse these trends are underway and are expected to take effect over time. We have recently introduced new ultralite and hybrid models as well as new innovative Gearbox floorplans. Additionally, the development of new cost and feature competitive products is underway for the coming model year. Quality processes have been overhauled for the entire RV business and although improvements are already apparent in

our finished products, the financial benefits will only be realized over the longer term. Finally, we have renewed our focus on dealer development activities in order to address the decline in the strength of our distribution network for travel trailers, especially in the central part of the country. Our goal is to restore manufacturing efficiencies within the travel trailer division in the near term and we believe that our actions, over the longer term, will be rewarded by improved shipments and a rebound in market share. Our market share in folding trailers remained flat at 37.7 percent and retail sales are down 9 percent, proportionate to the industry as a whole.

Favorable demographics suggest sustainable growth will likely be realized for our RV product line through the end of the decade as baby boomers reach the age brackets that historically have accounted for the bulk of retail RV sales. Additionally, younger buyers are also becoming interested in the RV lifestyle. These conclusions receive strong support from the recently published University of Michigan 2005 national survey of recreational vehicles ownership, sponsored by the Recreational Vehicle Industry Association.

The manufactured housing market entered into a steep decline that began in 1999 before stabilizing over the most recent two years. Competition from repossessed homes, relatively high retail interest rates for manufactured housing, more stringent lending standards and a shortage of retail financing have adversely affected the industry. Industry home shipments for the first nine months of calendar 2005 were up 1.8 percent compared to the prior year. Overall, the industry has stabilized, but market conditions by region are mixed. Some markets in the West, typically those that were less affected by high repossession levels and retail financing losses, are showing signs of a sustained recovery, while more traditional manufactured housing markets, such as Texas and parts of the Southeast, have deteriorated. Disaster relief orders from government agencies will keep plants near capacity through the end of the calendar year and rebuilding efforts in these regions will improve ongoing retail demand. The outlook in remaining areas continues to be uncertain.

Inventories of foreclosed homes are have continued to decline, however, we expect to continue to compete with sales of repossessed homes in weaker geographical areas in the near term. New or existing lenders have begun providing more manufactured housing retail financing, although in limited amounts and using more stringent underwriting practices and higher interest rates than for a traditional site-built mortgage. Depending on the extent of the financing actually generated, it is anticipated that manufactured housing industry conditions should improve, albeit slowly. We will continue to pursue other opportunities, such as sales to community and park operators. In the near term, demand for both manufactured housing and recreational vehicles are likely to be generated by hurricane damage and the need for shelter in the Gulf States. Longer term demand for affordable housing is expected to grow as a result of increased immigration, greater numbers of baby boomers reaching retirement age and the escalating cost of site-built homes. Improvements in engineering and design continue to position manufactured homes as viable options in meeting the demands for affordable housing in new markets, such as suburban and inner-city sites, as well as in existing markets such as rural areas and in manufactured housing communities and parks.

Following the recent sale of our captive retail housing and financial services businesses, the shift in focus back to our core manufacturing operations is largely complete. Individual manufacturing facilities or regions are being given greater autonomy on product and operations. Restructuring actions to date have resulted in a more cost-effective management structure with greater emphasis on sustainable profitability.

Although traditionally our third fiscal quarter sales are seasonally weak compared to other quarters, we currently expect that disaster recovery shipments will contribute to sales levels approaching those of the second quarter. Results from continuing operations are expected to be at levels similar to the second quarter, while a reduction in the loss from discontinued operations should improve net income over the same period. Moderating demand for motor homes amid concerns over consumer confidence, as well as concern that housing market demand may be weaker than expected during the winter months, present the most notable risks to this outlook.

Liquidity and Capital Resources

We use external funding sources, including the issuance of debt and equity instruments, to supplement working capital, fund capital expenditures and meet internal cash flow requirements on an as-needed basis. Cash totaling $40.0 million was generated by operating activities during the first six months of fiscal 2006 compared to cash used of $73.0 million for the similar period one year ago. In the current period, the loss from continuing operations, adjusted for depreciation and amortization, the change in the deferred tax valuation allowance, and impairment charges generated $9.9 million of operating cash. Changes in remaining working capital balances during this period provided $30.1 million in cash. In the prior year, cash consumed by operations resulted from the adverse changes to inventory and receivables offset by income from continuing operations.

Net cash generated by discontinued operations during the first six months was $46.7 million compared to cash used of $1.2 million in the prior year. The cash generated in the current period resulted from the sale of the retail housing and financial services

businesses, offset by the repayment of the retail flooring lines, the warehouse line of credit and losses from operations. The prior year cash used in discontinued operations generally related to operating losses for that period with offset from working capital changes.

Capital expenditures, net were $8.0 million in the first six months compared to $20.4 million in the same period last year, which included the addition of new motor home paint facilities.

Short-term borrowings decreased by $36.7 million during the first six months of the fiscal year. At the end of the second quarter, short-term borrowings under our secured syndicated credit facility, led by Bank of America, N.A., as administrative agent, were $15.1 million. Borrowings decreased during the first six months by $40.0 million, primarily as a result of the repayment of the portion of the facility that was supported by the assets of the retail housing business. Lender commitments to the facility totaled $212 million. Our borrowing capacity, however, is governed by the amount of a borrowing base, consisting of inventories and accounts receivable, that fluctuates significantly from week to week. The borrowing base is revised weekly for changes in receivables and monthly for changes in inventory balances. At the end of the quarter, the borrowing base totaled $200 million. After consideration of standby letters of credit of $63.7 million and the outstanding borrowings, unused borrowing capacity was approximately $99.2 million. Long-term debt increased by approximately $17.6 million during the first six months of the fiscal year, primarily as a result of the $22 million term loan which was fully drawn upon during the first quarter.

As a result of the above-mentioned changes, cash and marketable investments increased $64.4 million from $45.5 million as of April 25, 2005, to $109.9 million as of October 30, 2005.

Credit Agreements

During May 2004, our credit facility was renewed and extended until July 31, 2007. On March 2, 2005, we entered into an amendment to the facility to provide greater borrowing flexibility by raising the overall limit on borrowings from $150 million to $175 million, with an additional seasonal increase from October to April to $200 million. In addition, a limitation on borrowing against inventory within our asset borrowing base was raised from $85 million to $110 million, with a seasonal increase to $135 million for the December through April time period. The amendment also reset the designated cumulative EBITDA covenant requirements that are invoked in the event that average monthly liquidity, defined as cash, cash equivalents and unused borrowing capacity, falls below $60 million within the borrowing subsidiaries or $90 million including the parent company. The interest rate for revolving loans under the line was increased slightly, but may be reduced to prior levels in future quarters based on improvements in a fixed charge coverage ratio.

In May 2005, the borrowing base was supplemented by $15 million of additional real estate collateral provided to the bank group. Borrowings are secured by receivables, inventory and certain other assets, primarily real estate, and are used for working capital and general corporate purposes. In July 2005, the agreement governing the credit facility was further amended and restated, to incorporate prior amendments and increase total loan commitments to accommodate the previous $15 million addition to the revolver borrowing base and fund a new term loan collateralized by real estate in the amount of $22 million. These additions raise total loan commitments to $212 million from May through November, with a seasonal uplift to $237 million from December through April. The loan commitments for both the addition to the revolver and the term loan reduce on the first day of each fiscal quarter beginning October 31, 2005 in the amounts of $750,000 and $785,715, respectively.

In November, 2005, the facility was further amended to reset the designated EBITDA covenant requirements. In March 2005, the Company’s financial services subsidiary, HomeOne Credit Corp. (HomeOne), renewed and extended an agreement with Greenwich Capital Financial Products, Inc. (Greenwich) that provided up to $75 million in warehouse funding, with an expiration of March 15, 2006. The Company and HomeOne agreed to guarantee the facility in an aggregate amount not to exceed 10 percent of the amount of principal and interest outstanding. The Company’s guaranty included financial and other covenants, including maintenance of specified levels of tangible net worth, total indebtedness to tangible net worth and liquidity. In anticipation that the Company would not be able to comply with certain of these covenant requirements, commencing in June 2005, Greenwich agreed to amend the covenant requirements to levels that the Company expected would be achievable. In July 2005, the Company closed the sale of substantially its entire manufactured housing loan portfolio. Following the closing of the sale, HomeOne repaid all outstanding borrowings on its warehouse line with Greenwich and terminated that facility. The outstanding balance that was repaid under the line of credit was approximately $46.6 million, including the termination fee. The termination was pursuant to the terms of an amendment dated as of July 28, 2005 to the $75 million warehouse line of credit between HomeOne, HomeOne Funding I and Greenwich. The amendment also terminated Fleetwood’s guarantee of HomeOne’s obligations under the warehouse line. Fleetwood paid Greenwich a termination fee of $750,000, equal to one percent (1%) of the maximum amount of the credit line.

Contracts and Commitments

Below is a table showing payment obligations for long-term debt, capital leases, operating leases and purchase obligations for the next five years and beyond (amounts in thousands):

	Payments Due By Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years

Long-term debt (excluding capital lease obligations)	$	124,742	$	3,293	$	19,147	$	357	$	101,945
Capital lease obligations	7,831		1,205		4,274		2,352		—
Operating leases(1)	17,992		2,491		8,701		6,800		—
Other long-term liabilities:
Deferred compensation and non-qualified retirement plans	39,656		6,378		10,810		8,224		14,244
Insurance reserves	40,355		40,355		—		—		—
Convertible subordinated debentures	210,142		—		—		—		210,142
Total	$	440,718	$	53,722	$	42,932	$	17,733	$	326,331

(1) Most of the Company’s retail sales locations and certain of its other facilities are leased under terms that range from monthly to 5 years. Also included in the above amounts are equipment leases. Management expects that in the normal course of business, leases will be renewed or replaced by other leases to support continuing operations. Leases relating to discontinued operations that were sold subsequent to quarter-end are excluded from these amounts.

(2) In addition to these obligations, the Company has assigned operating leases for approximately 90 leased manufactured housing retail locations to a third-party purchaser of the Company’s retail housing business. If the assignee were to become unable to continue making payments under the assigned leases, the Company estimates its maximum potential obligation with respect to the assigned leases to be $10.1 million as of October 30, 2005. The Company shall remain liable for such lease obligations for the remaining lease terms ranging from one month to nine years.

Off-Balance Sheet Arrangements

We describe our aggregate contingent repurchase obligation in Note 16 to the Company’s financial statements and under Critical Accounting Policies in this Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report.

We describe our lease guarantees in Note 9 to the Company’s financial statements in this Report.

Under the senior credit agreement, Fleetwood Enterprises, Inc. is a guarantor of the borrowings of Fleetwood Holdings, Inc. which includes most of the wholly owned manufacturing subsidiaries.

Fleetwood Enterprises, Inc. has also entered into 11 limited guarantees aggregating $4.3 million to certain obligations of certain retailers to floorplan lenders and an additional two unsecured guarantees aggregating $3.5 million for other obligations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks related to fluctuations in interest rates on marketable investments, investments underlying a Company-owned life insurance program (COLI) and variable rate debt under the secured credit facility. With respect to the COLI program, the underlying investments are subject to both interest rate risk and equity market risk. Market-related changes to our 6% convertible trust preferred securities indirectly may impact the amount of the deferred tax valuation allowance, which is currently dependent on available tax strategies, including the unrealized gains on these securities. We do not currently use interest rate swaps, futures contracts or options on futures, or other types of derivative financial instruments.

The vast majority of our marketable investments are in institutional money market funds or fixed rate securities with average original maturity dates of two weeks or less, minimizing the effect of interest rate fluctuations on their fair value.

For variable rate debt, changes in interest rates generally do not influence fair market value, but do affect future earnings and

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

On May 2003, the Company filed a complaint in state court in Kansas, in the 18^th Judicial District, District Court, Sedgewick County, Civil Department, against The Coleman Company, Inc. (Coleman) in connection with a dispute over the use of the “Coleman” brand name. The lawsuit sought declaratory and injunctive relief. On June 6, 2003, Coleman filed an answer and counterclaimed against us alleging various counts, including breach of contract and trademark infringement. On November 17, 2004, after a hearing, the Court granted our request for a permanent injunction against Coleman prohibiting Coleman from licensing the Coleman name for recreational vehicles to companies other than Fleetwood. Colman has appealed that ruling. At the conclusion of trial, on December 16, 2004, the jury awarded monetary damages against Fleetwood on Coleman’s counterclaim in the amount of $5.2 million. On January 21, 2005, the Court granted Coleman’s request for treble damages, making the total amount of the award approximately $14.6 million. A charge to record this award was reflected in the Company’s results for the third fiscal quarter of 2005. Payment will be stayed pending Fleetwood’s appeal, which has been filed. Pending the appeal, Fleetwood was required to post a letter of credit for $18 million, representing the full amount of the judgment plus an allowance for attorneys’ fees and interest. The Company will pursue all available appellate remedies.

Brodhead et al v. Fleetwood Enterprises, Inc. was filed in federal court in the Central District of California on June 22, 2005. The complaint states a claim for damages growing out of certain California statutory claims with respect to alleged defects in a specific type of plastic roof installed on folding trailers from 1995 through 2003. The plaintiffs recently clarified that the class for which they are seeking certification extends to all owners of folding trailers produced by Fleetwood Folding Trailers, Inc. with this type of roof, as well as any former owners who may have had to pay to have this type of roof repaired. The subject matter of the claim is similar to a putative class action previously filed in California state court in Griffin et al v. Fleetwood Enterprises, Inc. et al. The California trial court denied class action certification in the Griffin matter on April 28, 2005, and the plaintiffs have appealed that ruling. It is not possible at this time to properly assess the risk of an adverse verdict or the magnitude of any possible exposure with respect to either of the Brodhead or the Griffin complaints. Fleetwood intends to vigorously defend both matters.

The Company is also subject to other litigation from time to time in the ordinary course of business. The Company’s liability under some of this litigation is covered in whole or in part by insurance. Although the amount of any liability with respect to such claims and litigation over and above our insurance coverage cannot currently be determined, in the opinion of our management such liability is not expected to have a material adverse effect on our financial condition or results of operations.

Item 6. Exhibits

15.1		Letter of Acknowledgment of Use of Report on Unaudited Interim Financial Information

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	FLEETWOOD ENTERPRISES, INC.


	/s/ Boyd R. Plowman
	Boyd R. Plowman
	Executive Vice President and Chief Financial Officer

December 8, 2005

	/s/ ELDEN L. SMITH
	Elden L. Smith
	Chief Executive Officer
Date: December 8, 2005

	/s/ BOYD R. PLOWMAN
	Boyd R. Plowman
	Chief Financial Officer
Date: December 8, 2005

	By	/s/ ELDEN L. SMITH
		Elden L. Smith
		President and Chief Executive Officer


	By	/s/ BOYD R. PLOWMAN
		Boyd R. Plowman
		Executive Vice President and Chief Financial Officer
December 8, 2005

	/s/ Ernst & Young LLP

Orange County, California
December 5, 2005