8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2008

FLEETWOOD ENTERPRISES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-7699	95-1948322
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3125 Myers Street, Riverside, California 92503-5527

(Address of Principal Executive Offices)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

INFORMATION INCLUDED IN THIS REPORT

Item 2.02 Results of Operations and Financial Condition

On June 26, 2008, Fleetwood Enterprises, Inc. (the “Company”) issued a news release reporting unaudited results of the Company for its fourth quarter and fiscal year ending April 27, 2008.  A copy of the news release is attached to this Current Report as Exhibit 99.1.

On June 26, 2008, the Company will hold an investor conference call to disclose financial results for the fourth quarter and fiscal year ending April 27, 2008.  The Supplemental Information (unaudited) for this conference call is attached and incorporated by reference herein as Exhibit 99.2.  All information in the Supplemental Information package is presented as of the date or for the period specified therein, and the Company does not assume any obligation to correct or update said information in the future.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1 News release of Fleetwood Enterprises, Inc. dated June 26, 2008.

99.2 Supplemental Information (unaudited) prepared for use in connection with a conference call reporting financial results for the fourth quarter and fiscal year ending April 27, 2008.

SIGNATURE

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

	FLEETWOOD ENTERPRISES, INC.
Date: June 26, 2008	By:	/s/ Boyd R. Plowman
		Boyd R. Plowman
		Executive Vice President, Chief Financial Officer

Index to Exhibits

99.1 News release of Fleetwood Enterprises, Inc. dated June 26, 2008.

99.2 Supplemental Information (unaudited) prepared for use in connection with a conference call reporting financial results for the fourth quarter and fiscal year ending April 27, 2008.

EX-99.1

Exhibit 99.1

FLEETWOOD REPORTS FINANCIAL RESULTS FOR

FISCAL 2008 FOURTH QUARTER, FULL YEAR

Riverside, Calif., June 26, 2008— Fleetwood Enterprises, Inc. (NYSE:FLE) announced today financial results for its fiscal 2008 fourth quarter and full year ended April 27, 2008.

Consolidated Results

Consolidated revenues for the quarter declined 26 percent to $363.5 million from $488.3 million in last year’s fourth quarter. Benefiting from profitable asset dispositions, the Company reported $18.0 million in consolidated operating income compared to a consolidated operating loss of $12.1 million in the fourth quarter of the prior year. Net income from continuing operations for the quarter totaled $21.7 million, or $0.30 per share, compared to a net loss from continuing operations of $32.0 million, or $0.50 per share, for the corresponding quarter of the prior year. Non-recurring asset dispositions during the quarter generated $24.1 million of gains on previously announced real estate sales, while the prior-year quarter included $9.6 million of expenses primarily related to restructuring of the travel trailer division, partially offset by real estate gains.

“Beyond the one-time events, our operating results reflect, in part, the work we’ve done to reduce overhead expenses in response to a lower revenue base in the face of continued weakness in manufactured housing and an increasingly challenging environment in recreational vehicles,” said Elden L. Smith, Fleetwood’s president and chief executive officer. “Our cost-containment initiatives yielded a 24 percent reduction in operating expenses for the most recent quarter to $55.4 million from $72.7 million in the prior-year period. Industry-wide sales for the motor home and travel trailer industries are down substantially calendar year to date. This is clearly the result of volatile and rising fuel prices and the crisis in the home mortgage market, which have driven consumer confidence to its lowest mark in 16 years. The drop in volume has been most notable in Class A motor homes, triggering a swing for the motor home division from a substantial operating profit last year to an operating loss this year.”

Results for the full fiscal year were increasingly affected by these same issues as the year progressed. Consequently, consolidated revenues for fiscal year 2008 were down 14 percent to $1.66 billion from $1.92 billion in the same period last year. Operating income for the year, however, was $17.8 million, reflecting cost reductions and non-recurring gains, compared to an operating loss of $57.8 million in fiscal 2007. Net income from continuing operations for fiscal 2008 was $2.9 million, or $0.05 per share, compared to a net loss from continuing operations of $78.0 million, or $1.22 per share, for the same period last year.

RV Group Quarterly Results

The RV Group generated operating income of $5.6 million for the fourth quarter compared to a $12.1 million operating loss in the comparable period of the prior year. Current-year results included an $8.8 million gain on the previously announced sale of an RV supply plant.

The motor home division incurred an operating loss of $2.2 million in the quarter compared to operating income of $11.5 million in the same quarter last year, due to a 32 percent drop in revenues and a shift away from higher-margin Class A products. The travel trailer division generated operating income of $0.9 million, which included the benefit from a reduction to warranty reserves of $3.9 million, prompted by better-than-expected warranty experience and reduced volumes. In the prior year, the division incurred an operating loss of $23.4 million, including $10.2 million in restructuring costs, on revenues that were 27 percent higher.

“The travel trailer division has made progress in many of its key metrics,” Smith said, “and we will continue to make further adjustments in that division until it achieves consistent profitability. In the motor home division, we have seen an improvement in shipments and market share of both the lower-priced and fuel-efficient Class C categories that we specifically targeted last year, as well as some of our Class A products. While it is our intention to engage in minimal discounting in this highly competitive environment, the outlook for the RV industry remains quite challenging, at least for the balance of this calendar year and into the spring of 2009. Accordingly, we will continue to carefully manage our production and overhead costs going forward, while working to maintain or improve our market share.”

Housing Group Quarterly Results

The Housing Group remained profitable for the quarter despite a further reduction in revenues, earning $0.5 million in operating income compared with $2.1 million in the prior year. Quarterly revenues were $106.3 million, off 9 percent compared with the prior year’s $117.1 million. The modular division accounted for 8 percent of sales versus none in the prior year.

“The manufactured housing industry shows no immediate sign of a turnaround,” Smith said. “We continue to battle stiff competition from foreclosed site-built homes, as well as the turmoil in the mortgage industry and sluggishness in our traditional retiree market. Despite the immediacy of these concerns, we do not believe they fundamentally alter the positive long-term outlook for a business that provides affordable housing in this country. We are operating above breakeven at current depressed sales levels and continue to be opportunistically poised in the regions and markets in which we participate to take advantage of any recovery. Meanwhile, Trendsetter Homes, our modular division, is carefully but successfully growing its business in the military and commercial fields. We are placing greater emphasis on this sector and have begun to allocate incremental resources to more aggressively pursue additional contracts.”

Discontinued Operations

On May 12, 2008, the Company completed the sale of Fleetwood Folding Trailers, Inc. The folding trailer division’s revenues and results are now accounted for as discontinued operations, and the financial statements for prior years have been restated accordingly.

Balance Sheet Changes

As of fiscal year end, cash and investments were $100 million, up from both the third quarter and the prior year. This includes $33.5 million from the sale of the corporate headquarters complex, a portion of which the Company is now leasing, and the sale of an RV supply plant. The remaining increase came from improved working capital utilization, primarily reductions in inventory levels.

On June 25, 2008, the Company completed a public offering for 12 million shares of its common stock that raised almost $39 million in net proceeds, which will be used to repurchase a portion of the $100 million 5% convertible senior subordinated debentures and for general corporate purposes. The holders of the debentures are expected to exercise their right to require Fleetwood to repurchase them at par on December 15, 2008, and the Company has the flexibility to redeem them with cash, by issuing common stock, or through a combination of both. The Company also plans to pursue additional sales of idle real estate as well as real estate financing on certain unencumbered facilities to provide additional redemption funding as well as liquidity for ongoing operations.

Corporate Outlook

“We expect sales to remain soft in the manufactured housing business and very challenging in recreational vehicles until fuel prices and home values stabilize and consumer confidence begins to recover,” Smith said. “However, we continue working to improve our share of available sales through enhanced, more competitive product offerings and better dealer relations.

“We believe that Fleetwood Financial Services, a previously announced strategic RV wholesale and retail financing alliance with Bank of America, the largest lender in the industry, will play an important role in supporting our efforts and differentiating us from our competition in the RV industry,” Smith continued.

RV dealers seem likely to conservatively manage their inventories in the coming months, especially for motor homes. Such conservatism has resulted in lower production volumes so far in the first fiscal quarter. This has led to costs related to short work weeks and layoffs that will negatively impact near-term margins. Operating expenses are expected to show continued year-over-year declines, although at a reduced rate compared with recent quarters.

“Overall, despite expectations of a challenging fiscal 2009, we are confident that the changes we continue to make in all sectors of our Company will enable us to weather current conditions and to capitalize on an upturn,” Smith concluded.

Conference Call

The Company will host a conference call with interested parties at 10:30 a.m. PDT/1:30 p.m. EDT on Thursday, June 26, 2008. The call will be broadcast live on the Company’s website, www.fleetwood.com under Investor Relations, and over the Internet at www.streetevents.com and www.earnings.com.

About Fleetwood

Fleetwood Enterprises, Inc., through its subsidiaries, is a leading producer of recreational vehicles and manufactured homes. This Fortune 1000 company, headquartered in Riverside, Calif., is dedicated to providing quality, innovative products that offer exceptional value to its customers. Fleetwood operates facilities strategically located throughout the nation, including recreational vehicle, manufactured housing and supply subsidiary plants. For more information, visit the Company’s website at www.fleetwood.com.

This press release contains certain forward-looking statements and information based on the beliefs of Fleetwood’s management as well as assumptions made by, and information currently available to, Fleetwood’s management. Such statements, including those regarding our outlook for the RV and housing industries, the effect of Fleetwood Financial Services on our competitive position, our pursuit of modular business, our ability to meet the upcoming $100 million obligation with cash, and our expectation for first quarter revenues and results, reflect the current views of Fleetwood with respect to future events and are subject to certain risks, uncertainties, and assumptions, including risk factors identified in Fleetwood’s 10-K and other SEC filings. These risks and uncertainties include, without limitation, the lack of assurance that we will regain sustainable profitability in the foreseeable future; the effect of ongoing weakness in both the manufactured housing and the recreational vehicle markets; the effect of a decline in home equity values, volatile fuel prices and interest rates, global tensions, employment trends, stock market performance, availability of financing generally, and other factors that can and have had a negative impact on consumer confidence, which may reduce demand for our products, particularly recreational vehicles; the availability and cost of wholesale and retail financing for both manufactured housing and recreational vehicles; our ability to comply with financial tests and covenants on existing debt obligations; our ability to obtain, on reasonable terms if at all, the financing we will need in the future to execute our business strategies and to meet the repayment terms of our outstanding convertible debt instruments, including the 5% convertible senior subordinated debentures; potential dilution associated with equity financings we may undertake to raise additional capital and the risk that the equity pricing may not be favorable; the cyclical and seasonal nature of both the manufactured housing and recreational vehicle industries; expenses and uncertainties associated with the entry into new business segments or the manufacturing, development, and introduction of new products; the potential for excessive retail inventory levels in the manufactured housing and recreational vehicle industries; the volatility of our stock price; repurchase agreements with floorplan lenders, which could result in increased costs; potential increases in the frequency of product liability, wrongful death, class action, and other legal actions; and the highly competitive nature of our industries.
  

All financial information is unaudited and subject to possible adjustment prior to the finalization of the Company’s Annual Report on Form 10-K.

(tables to follow)

Fleetwood Enterprises, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

	13 Weeks Ended						52 Weeks Ended
	April 27, 2008			April 29, 2007			April 27, 2008			April 29, 2007
Net Sales:
RV Group	$	257,259		$	371,240		$	1,163,041		$	1,400,886
Housing Group		106,288			117,075			496,939			518,461
		363,547			488,315			1,659,980			1,919,347
Cost of products sold		313,765			418,151			1,410,133			1,654,370
Gross profit		49,782			70,164			249,847			264,977
Operating expenses		55,360			72,674			262,474			310,269
Other operating (income) expenses, net		(23,557	)		9,608			(30,460	)		12,487
		31,803			82,282			232,014			322,756
Operating income (loss)		17,979			(12,118	)		17,833			(57,779	)
Other income (expense):
Investment income		733			1,201			4,459			5,902
Interest expense		(4,664	)		(6,784	)		(23,010	)		(25,557	)
Other, net		-			-			-			18,530
		(3,931	)		(5,583	)		(18,551	)		(1,125	)
Income (loss) from continuing operations
before income taxes		14,048			(17,701	)		(718	)		(58,904	)
Benefit (provision) for income taxes		7,660			(14,268	)		3,637			(19,109	)
Income (loss) from continuing operations		21,708			(31,969	)		2,919			(78,013	)
Loss from discontinued operations, net		(2,805	)		(7,249	)		(3,932	)		(11,948	)
Net income (loss)	$	18,903		$	(39,218	)	$	(1,013	)	$	(89,961	)

	Basic			Diluted			Basic			Diluted			Basic			Diluted			Basic			Diluted
Net income (loss) per common share:
Income (loss) from continuing operations	$	0.34		$	0.30		$	(0.50	)	$	(0.50	)	$	0.05		$	0.05		$	(1.22	)	$	(1.22	)
Loss from discontinued operations		(0.05	)		(0.04	)		(0.11	)		(0.11	)		(0.07	)		(0.07	)		(0.19	)		(0.19	)
Net income (loss) per common share	$	0.29		$	0.26		$	(0.61	)	$	(0.61	)	$	(0.02	)	$	(0.02	)	$	(1.41	)	$	(1.41	)
Weighted average common shares		64,257			72,965			64,058			64,058			64,228			64,582			63,933			63,933

Fleetwood Enterprises, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

	April 27, 2008		January 27, 2008		April 29, 2007
ASSETS
Cash and cash equivalents	$	58,262	$	20,088	$	52,127
Restricted cash and investments (A)		41,877		24,990		24,161
Receivables		102,420		112,930		118,334
Inventories		139,813		172,503		162,944
Other current assets		40,649		47,109		53,273
Total current assets		383,021		377,620		410,839
Property, plant and equipment, net		146,573		154,277		185,454
Deferred taxes, net		45,909		42,362		42,577
Other assets		50,067		54,605		64,301
Total assets	$	625,570	$	628,864	$	703,171
LIABILITIES & SHAREHOLDERS' EQUITY
Accounts payable	$	27,701	$	32,720	$	49,625
Employee compensation and benefits		32,253		32,098		47,018
Other short-term borrowings		9,568		8,362		7,314
5% convertible senior subordinated debentures		100,000		100,000		-
Other current liabilities		109,621		127,024		142,689
Total current liabilities		279,143		300,204		246,646
5% convertible senior subordinated debentures		-		-		100,000
6% convertible subordinated debentures		160,142		160,142		160,142
Other long-term debt		16,145		17,482		17,508
Other non-current liabilities		83,873		85,403		92,868
Total non-current liabilities		260,160		263,027		370,518
Total shareholders' equity		86,267		65,633		86,007
Total liabilities and shareholders' equity	$	625,570	$	628,864	$	703,171

^(A) Includes $16.8 million of restricted cash proceeds from a real estate sale pledged in connection with the Company's secured credit facility. The restriction lapsed on May 23, 2008, following the completion of the substitution of alternative real estate collateral.

Fleetwood Enterprises, Inc.

CONDENSED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	13 Weeks Ended						52 Weeks Ended
	4/27/2008			4/29/2007			4/27/2008			4/29/2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) from continuing operations	$	21,708		$	(31,969	)	$	2,919		$	(78,013	)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization expense		4,446			6,430			19,538			25,074
Stock-based compensation		2,508			976			5,141			3,438
Gain on sale of property, plant and equipment		(24,084	)		(561	)		(32,487	)		(4,325	)
Deferred taxes, net		(7,700	)		11,136			(4,887	)		14,721
Other non-cash items		479			(1	)		286			(15,763	)
Changes in assets and liabilities:
Inventories		32,690			18,545			23,131			5,076
Other assets and liabilities, net		(5,495	)		31,717			(44,689	)		18,447
Net cash provided by (used in) operating activities		24,552			36,273			(31,048	)		(31,345	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases and sales of investments, net		(292	)		(298	)		(1,237	)		(1,085	)
Purchases of property, plant and equipment, net		(793	)		(2,083	)		(6,019	)		(7,752	)
Proceeds from sale of property, plant and equipment		32,739			3,149			59,699			12,398
Change in restricted cash		(16,790	)		--			(16,790	)		--
Net cash provided by investing activities		14,864			768			35,653			3,561
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in short-term borrowings		1,171			2,420			1,984			(341	)
Changes in long-term debt		(1,302	)		(1,263	)		(1,093	)		(5,512	)
Redemption of convertible subordinated debentures		--			--			--			(30,385	)
Proceeds from exercise of stock options		--			234			872			1,063
Net cash provided by (used in) financing activities		(131	)		1,391			1,763			(35,175	)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash provided by (used in) discontinued operations		(1,111	)		3,159			(494	)		(8,523	)
Foreign currency translation adjustment		--			815			261			469
Increase (decrease) in cash		38,174			42,406			6,135			(71,013	)
Cash at beginning of period		20,088			9,721			52,127			123,140
Cash at end of period	$	58,262		$	52,127		$	58,262		$	52,127

Fleetwood Enterprises, Inc.

BUSINESS SEGMENT AND UNIT SHIPMENT INFORMATION

(Dollar amounts in thousands)

(Unaudited)

	13 Weeks Ended						52 Weeks Ended
	April 27, 2008			April 29, 2007			April 27, 2008			April 29, 2007
REVENUES:
Motor homes	$	189,862		$	278,201		$	919,578		$	961,925
Travel trailers		61,383			83,725			219,014			391,310
RV supply		6,014			9,314			24,449			47,651
RV Group		257,259			371,240			1,163,041			1,400,886
Housing Group		106,288			117,075			496,939			518,461
	$	363,547		$	488,315		$	1,659,980		$	1,919,347
OPERATING INCOME (LOSS):
Motor homes	$	(2,176	)	$	11,489		$	14,767		$	12,122
Travel trailers		855			(23,420	)		(16,765	)		(65,301	)
RV supply		6,896			(131	)		4,998			1,598
RV Group		5,575			(12,062	)		3,000			(51,581	)
Housing Group		507			2,099			8,608			(2,557	)
Corporate and other		11,897			(2,155	)		6,225			(3,641	)
	$	17,979		$	(12,118	)	$	17,833		$	(57,779	)
UNITS SOLD:
Recreational vehicles -
Motor homes		1,716			2,386			7,804			8,496
Travel trailers		3,145			4,566			10,926			22,035
		4,861			6,952			18,730			30,531
Housing -
HUD		2,631			3,057			12,337			13,257
MOD		220			-			759			-
		2,851			3,057			13,096			13,257
Total Company shipments		7,712			10,009			31,826			43,788

# # #

EX-99.2

Fleetwood Enterprises, Inc. Exhibit 99.2

SUPPLEMENTAL OPERATING DATA

Quarter Ended April 27, 2008

(Unaudited)

(Dollars in thousands, except price per unit)

	Recreational Vehicle Group
	Motor			Travel			RV			Total			Housing						Company
	Homes			Trailers			Supply			RV Group			Group			Other			Total
Operating revenues	$	189,862		$	61,383		$	6,014	(A)	$	257,259		$	106,288		$	-		$	363,547
Units sold		1,716			3,145			-			4,861			2,851
Single-sections														848
Multi-sections														1,783
Modulars														220
Class As		1,065
Class Cs		651
Conventional trailers					2,616
Fifth-wheel trailers					529
Average selling price per unit	$	110,642		$	19,518			NM			NM		$	37,281
Gross profit percent		10.4	%		9.2	%		5.3	%		9.9	%		22.1	%		NM			13.7	%
Operating income (loss)		(2,176	)		855			6,896	(B)	$	5,575		$	507		$	11,897	(C)	$	17,979
Operating margin		(1.1	)%		1.4	%		114.7	%(B)		2.2	%		0.5	%		NM			4.9	%
Depreciation	$	1,296		$	199		$	295		$	1,790		$	1,227		$	1,007		$	4,024
Capital expenditures (est.)	$	359		$	10		$	14		$	383		$	113		$	297		$	793

^(A) Excludes $5.6 million of intercompany sales.

^(B) Includes $8.8 million gain on sale of real estate.

^(C) Includes $15.2 million gain on sale of real estate.

NM Not meaningful.

Fleetwood Enterprises, Inc.

SUPPLEMENTAL OPERATING DATA

Quarter Ended April 29, 2007

(Unaudited)

(Dollars in thousands, except price per unit)

	Recreational Vehicle Group
	Motor			Travel			RV			Total			Housing						Company
	Homes			Trailers			Supply			RV Group			Group			Other			Total
Operating revenues	$	278,201		$	83,725		$	9,314	(A)	$	371,240		$	117,075		$	-		$	488,315
Units sold		2,386			4,566			-			6,952			3,057
Single-sections														783
Multi-sections														2,274
Modulars														-
Class As		1,846
Class Cs		540
Conventional trailers					3,568
Fifth-wheel trailers					998
Average selling price per unit	$	116,597		$	18,337			NM			NM		$	38,297
Gross profit percent		13.8	%		3.5	%		10.2	%		11.3	%		22.8	%		NM			14.4	%
Operating income (loss)	$	11,489		$	(23,420	)	$	(131	)	$	(12,062	)	$	2,099		$	(2,155	)	$	(12,118	)
Operating margin		4.1	%		(28.0	)%		(1.4	)%		(3.2	)%		1.8	%		NM			(2.5	)%
Depreciation	$	1,434		$	461		$	341		$	2,236		$	1,394		$	1,403		$	5,033
Capital expenditures (est.)	$	142		$	936		$	146		$	1,224		$	859		$	-		$	2,083

^(A) Excludes $11.8 million of intercompany sales.

NM Not meaningful.

Fleetwood Enterprises, Inc.

SUPPLEMENTAL OPERATING DATA

Fiscal Year-Ended April 27, 2008

(Unaudited)

(Dollars in thousands, except price per unit)

	Recreational Vehicle Group
	Motor			Travel			RV			Total			Housing						Company
	Homes			Trailers			Supply			RV Group			Group			Other			Total
Operating revenues	$	919,578		$	219,014		$	24,449	(A)	$	1,163,041		$	496,939		$	-		$	1,659,980
Units sold		7,804			10,926			-			18,730			13,096
Single-sections														3,396
Multi-sections														8,941
Modulars														759
Class As		5,605
Class Cs		2,199
Conventional trailers					8,683
Fifth-wheel trailers					2,243
Average selling price per unit	$	117,834		$	20,045			NM			NM		$	37,946
Gross profit percent		13.2	%		4.5	%		9.0	%		11.5	%		20.5	%		NM			15.1	%
Operating income (loss)	$	14,767		$	(16,765	)	$	4,998	(B)	$	3,000		$	8,608		$	6,225	(C)	$	17,833
Operating margin		1.6	%		(7.7	)%		20.4	%(B)		0.3	%		1.7	%		NM			1.1	%
Depreciation	$	5,300		$	1,179		$	1,307		$	7,786		$	5,257		$	4,952		$	17,995
Capital expenditures (est.)	$	1,286		$	865		$	776		$	2,927		$	2,014		$	1,078		$	6,019

^(A) Excludes $32.4 million of intercompany sales.

^(B) Includes $8.8 million gain on sale of real estate.

^(C) Includes $15.2 million gain on sale of real estate.

NM Not meaningful.

Fleetwood Enterprises, Inc.

SUPPLEMENTAL OPERATING DATA

Fiscal Year-Ended April 29, 2007

(Unaudited)

(Dollars in thousands, except price per unit)

	Recreational Vehicle Group
	Motor			Travel			RV			Total			Housing						Company
	Homes			Trailers			Supply			RV Group			Group			Other			Total
Operating revenues	$	961,925		$	391,310		$	47,651	(A)	$	1,400,886		$	518,461		$	-		$	1,919,347
Units sold		8,496			22,035						30,531			13,257
Single-sections														3,099
Multi-sections														10,158
Modular														-
Class As		6,584
Class Cs		1,912
Conventional trailers					17,610
Fifth-wheel trailers					4,425
Average selling price per unit	$	113,221		$	17,759			NM			NM		$	39,108
Gross profit percent		13.3	%		3.7	%		16.5	%		10.5	%		19.3	%		NM			13.8	%
Operating income (loss)	$	12,122		$	(65,301	)	$	1,598		$	(51,581	)	$	(2,557	)	$	(3,641	)	$	(57,779	)
Operating margin		1.3	%		(16.7	)%		3.4	%		(3.7	)%		(0.5	)%		NM			(3.0	)%
Depreciation	$	5,442		$	1,986		$	1,334		$	8,762		$	6,649		$	6,114		$	21,525
Capital expenditures (est.)	$	1,750		$	1,361		$	1,101		$	4,212		$	2,726		$	814		$	7,752

^(A) Excludes $52.0 million of intercompany sales.

NM Not meaningful.

Fleetwood Enterprises, Inc.

SUPPLEMENTAL OPERATING DATA

Quarter Ended April 27, 2008

(Unaudited)

(Dollars in thousands)

	Recreational Vehicle Group
	Motor			Travel			RV				Housing
	Homes			Trailers			Supply		Total		Group
Number of facilities (A)		3			5			2		10		19
Capacity utilization		40	%		45	%		NM		NM		33	%
Number of independent distribution points(B)		296			551			NM		NM		1,438
Backlog (units/floors)		697			986			NM		1,683		1,428
Backlog - sales value (C)	$	77,118		$	19,244			NM	$	96,362	$	40,186
Dealer inventories (units)		4,409			11,111			NM		NM		5,796

^(A) Number of active facilities at the end of the quarter.

^(B) Distribution points may represent multiple product types causing some duplication.

^(C) The number of units in the backlog multiplied by the average selling price.

NM Not meaningful.

Fleetwood Enterprises, Inc.

SUPPLEMENTAL OPERATING DATA

Quarter Ended April 29, 2007

(Unaudited)

(Dollars in thousands)

	Recreational Vehicle Group
	Motor			Travel			RV				Housing
	Homes			Trailers			Supply		Total		Group
Number of facilities (A)		3			8			3		14		20
Capacity utilization		60	%		48	%		NM		NM		37	%
Number of independent distribution points(B)		260			609			NM		NM		1,222
Backlog (units/floors)		1,609			1,011			NM		2,620		2,544
Backlog - sales value (C)	$	187,604		$	18,538			NM	$	206,142	$	61,787
Dealer inventories (units)		4,091			18,729			NM		NM		6,283

^(A) Number of active facilities at the end of the quarter.

^(B) Distribution points may represent multiple product types causing some duplication.

^(C) The number of units in the backlog multiplied by the average selling price.

NM Not meaningful.