Fleetwood Enterprises, Inc. (Fleetwood), incorporated in September 1977, is a producer of recreational vehicles and manufactured housing. The Company also operates four supply companies that provide components for the recreational vehicle and housing operations, while also generating outside sales. Fleetwood also operates a manufactured housing retail business, Fleetwood Retail Corp. (FRC), and a financial services subsidiary, HomeOne Credit Corp. (HomeOne). In March 2005, the Company announced that the retail and finance businesses were to be sold. The retail housing and related financial services operations have been designated as held for sale and are discontinued operations. During the fiscal year ended April 24, 2005 (fiscal 2005), Fleetwood sold 50,746 recreational vehicles and shipped 23,962 manufactured homes. The Company's manufacturing activities are conducted in 16 states within the United States and, to a much lesser extent, in Canada. Fleetwood distributes its manufactured products primarily through a network of independent dealers throughout the United States and Canada. Recreational Vehicle Business The Company distributes its products through a network of approximately 1,300 independent retailers in 49 states and Canada. In fiscal 2005, approximately 83% of its recreational vehicles were shipped to retailers in 25 states, including California, Texas, Florida, Michigan and Ohio. Fleetwood is represented in motor homes by the Jamboree, Tioga, Terra, Fiesta, Flair, Storm, Bounder, Southwind, Pace Arrow, Bounder Diesel, Expedition, Discovery, Providence, Excursion, Revolution, American Tradition, American Eagle and American Heritage brands. Its Class A motor homes range in length from 26 to 45 feet. Class C units range in length from 22 to 31 feet. The Company manufactures a variety of travel trailers under the Pioneer, Mallard, Wilderness, Prowler, Terry, Gearbox, Pegasus, Orbit, Pride and Triumph nameplates. The travel trailers are generally eight feet wide and vary in length from 18 to 39 feet (including trailer hitch). Its folding trailers range in length from 17 to 27 feet when deployed. Manufactured Housing Business Fleetwood distributes its products through a network of approximately 1,320 dealers in 46 states. At April 24, 2005, it operated 135 retail locations under the name Fleetwood Retail Corp., with the balance owned and operated by independent dealers. In fiscal 2005, approximately 82% of the Company's manufactured homes were shipped to dealers in 20 states, including Florida, Texas, California, North Carolina and Tennessee. Fleetwood produces both single-section and multi-section manufactured homes. The Company's single-section homes generally range in size from 530 square feet to 1,290 square feet. The average single-section home represented approximately 33% of Fleetwood's manufactured housing unit shipments in fiscal 2005. The single-section homes are designed for the affordable housing market, which includes first-time, retiree and value-oriented buyers. The Company's multi-section homes generally range in size from 750 square feet to 3,420 square feet, and represented approximately 67% of its manufactured housing unit shipments in fiscal 2005. Supply Operations and Other Businesses During fiscal 2005, Fleetwood's supply manufacturing operations included two fiberglass and manufacturing companies producing various composite plastic components and a lumber re-manufacturing operation. The lumber operation was sold in fiscal 2005. These businesses provide a source of components for the Company's principal manufacturing businesses, while also generating outside sales. In fiscal 2005, approximately 36% of the product volume of these manufacturing operations was used internally and the remaining 64% was sold to third parties. The supply operations also include a lumber brokerage operation and a component import distribution business, each of which provides Fleetwood's manufactured housing and recreational vehicle businesses with sources of raw materials and components.

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