Fleetwood Reports Results for Second Quarter and First Six Months of Fiscal 2009

Company provides updated details on major restructuring plan -

RIVERSIDE, Calif., November 25, 2008: Fleetwood Enterprises, Inc. announced today its results for the second quarter and first half of fiscal 2009 ended October 26, 2008, along with additional details on its major restructuring program intended to stem losses and reduce annualized fixed costs by at least $40 million.

Consolidated Results

Consolidated revenues for the quarter were $216.4 million, down 54 percent from $468.5 million in last year's second quarter. RV Group sales declined 63 percent, and Housing Group sales were off 33 percent. The Company incurred an operating loss of $51.8 million in the fiscal 2009 second quarter, which included restructuring charges, mostly severance, and asset write-downs of $11.5 million, or $0.15 per share. This compares to operating income of $4.1 million in the same period of the prior year, which was negatively impacted by $3.1 million, or $0.05 per share, of impairment and restructuring charges, partially offset by gains from asset sales. The net loss for the quarter totaled $56.7 million, or $0.74 per share, compared with a net loss of $1.2 million, or $0.02 per share, in the second quarter of fiscal 2008.

"The steep drop in revenues and increased losses are directly attributable to an unprecedented decline in our markets due to the current economic environment, especially the tight credit conditions that are suppressing dealer and consumer purchases of our products," said Elden L. Smith, Fleetwood's president and chief executive officer. "Consumers are hesitant to spend given current economic circumstances, and at the same time those that wish to buy are having extraordinary difficulty obtaining loans to finance our products. In view of the magnitude of the revenue declines and the current business outlook, we have implemented new cost-saving measures and announced significant additional changes to our manufacturing footprint. We will also take other company-wide cost-cutting actions in the current quarter."

For the first six months of fiscal 2009, consolidated revenues declined 47 percent to $506.3 million from $956.8 million for the first half of fiscal 2008. RV Group sales were down 57 percent, and Housing Group sales were off 24 percent. The operating loss for the first six months of fiscal 2009 was $75.1 million, compared to operating income of $9.8 million in last year's corresponding period. The net loss for the first half of fiscal 2009 was $85.8 million, or $1.19 per share, compared with a net loss of $3.6 million, or $0.06 per share, last year.

RV Group Results

The RV Group posted an operating loss of $42.0 million on revenues of $116.6 million for the quarter, versus operating income of $0.6 million on revenues of $318.7 million for the same quarter of the prior year. The fiscal 2009 second quarter loss included restructuring charges of $7.5 million, including a $4.6 million write-down of inventory associated with a closed supply business and $2.9 million in severance. In the first six months of fiscal 2009, the Group reported an operating loss of $65.8 million on revenues of $283.9 million, versus operating income of $2.5 million on revenues of $662.8 million in the comparable period last year.

"Although we believe our motor home division management and products are second to none, the acceleration of the decline in industry sales during the second quarter presented a tremendous challenge," Smith said. "Motor home revenues were one-third of what they were just last year, and aggressive pricing across the industry led to a much higher level of discounting in the division than in last year's second quarter. Travel trailer revenues and operating income also fell as a result of these factors. In addition, dealers continue to significantly lower their inventories. During the seasonally strong summer months of June through September, the industry retail market fell 52 percent and 25 percent for motor homes and travel trailers, respectively, while industry wholesale shipments for the same period fell 61 percent for motor homes and 34 percent for travel trailers. As a result of all of these factors, we have announced significant capacity reductions since the end of the first quarter."

As announced in October, Fleetwood is consolidating its Pennsylvania motor home operations into its Indiana plant and, as announced yesterday, the Company is further consolidating production in its travel trailer division. After the transition, which is currently expected to be completed by the beginning of the fourth fiscal quarter, Fleetwood will service all of its U.S. and Canadian travel trailer dealers from existing plants in Oregon and Ohio.

Housing Group Results

The Housing Group recorded an operating loss of $6.2 million on revenues of $99.8 million for the second quarter, compared to operating income of $5.1 million on revenues of $149.8 million for the same quarter of the prior year. The loss in the second quarter of fiscal 2009 included $3.2 million of Housing Group restructuring charges, consisting of severance costs incurred in connection with a portion of the plant consolidations and impairment charges for a facility that will be closed. For the first half of the fiscal year, the operating loss for the Housing Group totaled $3.8 million on revenues of $222.4 million, versus operating income of $10.6 million on $294.0 million in revenues for the first six months of last year.

"Our Housing Group has done a remarkable job of remaining profitable during this, the industry's most trying decade," Smith said. "The continued decline in two of the industry's most important states -- California and Florida -- has been particularly challenging because Fleetwood has had the leading market share in both states. Wholesale shipments for the industry in California and Florida declined 39 percent and 26 percent, respectively, in the first nine months of this calendar year compared with last year, whereas national industry shipments for the same period were down only 10 percent. Pricing has been under pressure due to regional competition, and margins have been squeezed by increases in material costs. At the same time, we are facing increased pressure from the oversupply of new and foreclosed site-built homes. Also, while we have successfully completed several contracts for the construction of modular military barracks and have similar efforts underway for Fort Sam Houston, other multi-family modular business in the Gulf Coast area has not materialized as we had initially expected. Accordingly, we have announced that we will be consolidating production from two modular plants into one. In addition, we are moving from 17 manufactured housing plants to 12, to reflect the markedly slower business in the Southeast and California. There is no doubt that consumers need affordable housing now more than ever, but it has become clear that the financing environment must improve before growth resumes in this vital industry."

Corporate Restructuring

As outlined above, the Company is consolidating its manufacturing operations. The Company expects to realize lower fixed costs throughout the organization as a result of these changes, and improved labor and material costs over the longer term. Fleetwood will now manufacture products in two motor home plants, three travel trailer plants, and 13 housing plants. The Company's capacity utilization is expected to improve as a result, and fixed expenses are estimated to be reduced by at least $40 million on an annualized basis.

"The changes being implemented should not affect the availability of Fleetwood's current products to dealers or consumers in the geographic markets we serve," Smith said. "After the transitions are complete, Fleetwood should be able to operate effectively in the current environment, while retaining the flexibility to take immediate advantage of any upturn."

In addition to the plant consolidations, Fleetwood said it will take the actions necessary to ensure that the corporate resources in support of its reduced manufacturing operations are appropriately sized. To further reduce expenses, Fleetwood is suspending the company match of participant contributions to its 401(k) retirement plan and similar subsidies to the related Deferred Compensation Alternative Plan for management.

Update on 5% Debentures

As previously disclosed, holders of the Company's 5% convertible senior subordinated debentures have the right to require Fleetwood to repurchase the debentures at par on December 15, 2008. Holders of the debentures may elect to participate in Fleetwood's previously announced exchange offer, whereby it has offered holders of the debentures a combination of new senior secured notes due 2011 that are partially secured and guaranteed by certain Fleetwood subsidiaries, along with up to 14 million shares of common stock in exchange for their debentures. The exchange offer is not expected to be finalized until early December. Provided that the exchange is completed on or before December 12, 2008, the largest individual debenture holder, which accounts for approximately 34 percent of the existing debentures, has indicated an intention to exchange for the new notes. This would be sufficient to meet the minimum acceptance threshold for the exchange. For those debenture holders who do not accept the exchange offer, the Company has announced that it will fulfill any repurchase requests with common stock.

"We remain optimistic that the debenture holders will accept the exchange offer, which we believe is in their best interests as well as the Company's," Smith said. "Resolution of this matter in combination with our aggressive restructuring plan will benefit everyone who has a vested interest in Fleetwood, including dealers, retail customers, suppliers, and shareholders, as well as our debt holders."

Outlook and Liquidity

"The year-to-date losses have, as might be expected, reduced our cash levels, yet we still ended the quarter with cash, cash equivalents, and marketable investments of more than $70 million," Smith said. "We paid off the term loan in our bank facility during the quarter, and we have virtually no borrowings on our revolver, which reflected $30 million of unused borrowing capacity at quarter end. During the quarter, our average daily liquidity by calendar month ranged from $111 million to $129 million. With a successful exchange for the debentures, we anticipate that we will have ample liquidity to support operations going forward.

"We do not expect market conditions to improve in the near future and we are planning accordingly," Smith concluded. "Although operating losses will likely be sustained through the remainder of the fiscal year, capacity reductions and increased utilization, along with reduced working capital needs, should permit a near breakeven cash flow from operations during that same period. Further, it is our objective to manage operating results close to breakeven levels beginning with the first quarter of our new fiscal year."

The Company will host a conference call at 10:30 a.m. PST/1:30 p.m. EST on Tuesday, November 25, 2008. The call will be broadcast live over the Internet at the Company's website, FLEETWOOD under Investor Relations, and at STREET EVENTS and EARNINGS.