AMERICAN WOODMARK CORPORATION (Exact Name of the Registrant As Specified in Its Charter)

AMERICAN WOODMARK CORP

FORM 10-K (Annual Report)

Filed 7/14/2003 For Period Ending 4/30/2003

Address 3102 SHAWNEE DRIVE WINCHESTER, Virginia 22601 Telephone (540) 665-9100 CIK 0000794619 Industry Constr. - Supplies & Fixtures Sector Capital Goods Fiscal Year 04/30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Form 10-K

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

For the fiscal year ended April 30, 2003

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 0-14798

AMERICAN WOODMARK CORPORATION (Exact name of the registrant as specified in its charter)

VIRGINIA 54 -1138147 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

3102 Shawnee Drive, Winchester, Virginia 22601 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (540) 665-9100

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock (no par value) Name of each exchange on which registered

(Title of class) Nasdaq National Market

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  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No 

The aggregate market value of the registrant’s Common Stock, no par value, held by non-affiliates of the registrant as of October 31, 2002, the last business day of the Company’s most recent second quarter was $314,479,109.

As of June 30, 2003, 8,086,040 shares of the Registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended April 30, 2003 (“2003 Annual Report”) are incorporated by reference into Parts I and II of this Form 10-K.

Portions of Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 28, 2003 (Proxy Statement) are incorporated by reference into Part III of this Form 10-K.

PART I

Item 1. BUSINESS

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. American Woodmark was formed in 1980 by the four principal managers of the Boise Cascade Cabinet Division through a leveraged buyout of that division. American Woodmark was operated privately until July of 1986 when it became a public company through a registered public offering of its common stock.

American Woodmark currently offers framed stock cabinets in approximately 220 different cabinet lines, ranging in price from relatively inexpensive to medium-priced styles. Styles vary by design and color from natural wood finishes to low-pressure laminate surfaces. The product offering of stock cabinets includes approximately 80 door designs in nine colors. Stock cabinets consist of a common box with standard interior components and an oak, cherry, maple or hickory front frame.

Products are primarily sold under the brand names of American Woodmark ® , Timberlake ® , and Shenandoah Cabinetry ® .

American Woodmark’s products are sold on a national basis across the United States through three primary market channels: independent dealer/distributors, home centers and major builders. We distribute our products to each market channel directly from our five assembly plants through a third party logistics network.

The primary raw materials we use include oak, maple, cherry and hickory lumber. Additional raw materials include paint, particleboard, manufactured components and hardware. We currently purchase paint from one supplier; however, other sources are available. Our other raw materials are purchased from more than one source and are readily available.

American Woodmark operates in a highly fragmented industry that is composed of several thousand local, regional and national manufacturers. Our principal means for competition rely on our breadth and variety of product offering, expanded service capabilities and affordable quality. We believe that no other company in the industry has more than a 20% share of the market. We also believe that American Woodmark is one of the three largest manufacturers of kitchen cabinets in the United States.

American Woodmark’s business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters. General economic forces and changes in our customer mix have reduced seasonal fluctuations in our revenue over the past few years.

During the last fiscal year, American Woodmark had two customers, The Home Depot and Lowe’s Companies, Inc., which each accounted for more than 10% of our sales. The loss of either would have a material adverse effect on American Woodmark.

As of April 30, 2003, we had 5,220 employees. Approximately 14% of our employees are represented by labor unions. We believe that our employee relations are good.

Item 2. PROPERTIES

We lease our Corporate Office which is located in Winchester, Virginia. In addition, we lease one and own 12 manufacturing facilities located primarily in the eastern United States. We also lease ten service centers and four additional office centers located throughout the United States that support the sale and distribution of products to each market channel.

2 Primary properties include:

Location Description

Berryville, VA Manufacturing Facility Berryville, VA Service Center Charlotte, NC Service Center Chavies, KY Manufacturing Facility Coppell, TX Service Center Denver, CO Service Center Gas City, IN Manufacturing Facility Ham Lake, MN Manufacturing Facility Hardy County, WV Manufacturing Facility Humboldt, TN Manufacturing Facility Jackson, GA Manufacturing Facility Kingman, AZ Manufacturing Facility Marietta, GA Service Center Monticello, KY Manufacturing Facility Moorefield, WV Manufacturing Facility Orange, VA Manufacturing Facility Orlando, FL Service Center Philadelphia, PA Service Center Phoenix, AZ Service Center Rancho Cordova, CA Service Center Tahlequah, OK Manufacturing Facility Tampa, FL Service Center Toccoa, GA Manufacturing Facility Winchester, VA Corporate Office Winchester, VA Office (Customer Service) Winchester, VA Office (MIS) Winchester, VA Office (Product Dev.) Winchester, VA Office (Logistics)

Item 3. LEGAL PROCEEDINGS

In response to this Item, the information under “Legal Matters” under “Note I—Commitments and Contingencies” to the Consolidated Financial Statements and under the caption “Legal Matters” under “Management’s Discussion and Analysis” in the 2003 Annual Report is incorporated herein by reference.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2003.

3 EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Registrant as of April 30, 2003 are as follows:

Age Position(s) Held During Name Past Five Years

William F. Brandt, Jr. 57 Chairman of the Board from 1996 to present James J. Gosa 55 President and Chief Executive Officer from 1996 to present David L. Blount 55 Senior Vice President, Manufacturing from May 1999 to Present; Vice President, Manufacturing from May 1995 to April 1999 Kent B. Guichard 47 Senior Vice President, Finance and Chief Financial Officer from May 1999 to present; Vice President, Finance and Chief Financial Officer from November 1995 to April 1999 Ian J. Sole 47 Senior Vice President, Sales and Marketing from May 1999 to present; Vice President, Sales and Marketing from October 1997 to April 1999

4 PART II

Item 5. MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDERS MATTERS

In response to this Item, the information under “Market Information” in the 2003 Annual Report is incorporated herein by reference.

Item 6. SELECTED FINANCIAL DATA

In response to this Item, the information under “Five-Year Selected Financial Information” in the 2003 Annual Report is incorporated herein by reference.

Item 7. MANAGEMENT ’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In response to this Item, the information under “Management’s Discussion and Analysis” in the 2003 Annual Report is incorporated herein by reference.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In response to this Item, the information under the caption “Risk Factors” in “Management’s Discussion and Analysis” in the 2003 Annual Report is incorporated herein by reference in Item 7.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

In response to this Item, the Consolidated Financial Statements, Notes to the Consolidated Financial Statements, the information under “Quarterly Results of Operations (Unaudited),” “Management’s Report,” and the Report of Ernst & Young LLP, Independent Auditors, in the 2003 Annual Report are incorporated herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

5 PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, (1) the information under “Nominees” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated herein by reference, and (2) the information concerning the executive officers of the Registrant is included in Part I of this report under the caption “Executive Officers of the Registrant.”

Item 11. EXECUTIVE COMPENSATION

In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Certain Information Concerning the Board of Directors and its Committees—Compensation of the Board”, “Compensation of Executive Officers”, “Report of the Compensation Committee” and “Performance Graph” in the Proxy Statement is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.

Equity Compensation Plans

The following table summarizes our equity compensation plans as of April 30, 2003:

Equity Compensation Plan Information

Number of securities Number of securities Weighted average remaining available to be issued exercise price of for future issuance upon exercise of outstanding options, under equity outstanding compensation plans options, warrants warrants and rights (excluding securities and rights reflected in column (a)) Plan Category (a) (b) (c)

Equity compensation plans approved by security holders 869,297 $ 31.79 555,196 Equity compensation plans not approved by security holders* — — —

Total 869,297 $ 31.79 555,196

* The Company does not have equity compensation plans that have not been approved by the security holders.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Certain Transactions” in the Proxy Statement is incorporated herein by reference.

6 PART IV

Item 14. CONTROLS AND PROCEDURES

The Company has designed and maintains disclosure controls and procedures to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. These controls and procedures are also designed to ensure that such information is communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer as appropriate, to allow them to make timely decisions about required disclosures.

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, which was conducted within 90 days of the filing of this annual report on Form 10-K, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures are effective.

There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the Chief Executive Officer’s and Chief Financial Officer’s most recent evaluation.

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8 -K

(a) 1. Financial Statements

The following financial statements of American Woodmark Corporation are incorporated in this Form 10-K by reference in Item 8:

Consolidated Balance Sheets as of April 30, 2003 and 2002

Consolidated Statements of Income and Retained Earnings—for each year of the three-year period ended April 30, 2003

Consolidated Statements of Comprehensive Income—for each year of the three-year period ended April 30, 2003

Consolidated Statements of Cash Flows—for each year of the three-year period ended April 30, 2003

Notes to Consolidated Financial Statements

Management’s Report

Report of Ernst & Young LLP, Independent Auditors

(a) 2. Financial Statement Schedules

The following financial statement schedule is filed as a part of this Form 10-K:

Schedule II—Valuation of Qualifying Accounts for each year of the three-year period ended April 30, 2003

Schedules other than the one listed above are omitted either because they are not required or are inapplicable.

7 (a) 3. Exhibits

Exhibit No. Description

3.1 — Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10 -Q (Commission File No. 0 -14798) for quarter ended January 31, 2003).

3.2(a) — Bylaws (Filed Herewith).

3.2(b) — Amendment to Bylaws on June 22, 1994 (Filed Herewith).

3.2(c) — Amendment to Bylaws on June 17, 1999 (Filed Herewith).

3.2(d) — Bylaws of the Registrant as amended on November 28, 2001 (Filed Herewith).

3.2(e) — Amendment to Bylaws on May 22, 2003 (Filed Herewith). 4.1 — The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1, 3.2(a), 3.2(b), 3.2(c), and 3.2(d) hereto). 4.2 — Amended and Restated Stockholders’ Agreement. Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define the rights of holders of the Registrant’s long-term debt securities, where the long-term debt securities authorized under each such instrument do not exceed 10% of the Registrant’s total assets, have been omitted and will be furnished to the Securities and Exchange Commission upon request (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1 (Commission File No. 33 -6245) for year ended April 30, 1986). 10.1(i) — Amendment to Amended and Restated Loan Agreement as of August 31, 1996 (incorporated by reference to Exhibit 10.1(i) to the Registrant ’s Form 10 -K (Commission File No. 0 -14798) for year ended April 30, 1997). 10.1(j) — Loan agreement dated January 31, 2001 By and Between American Woodmark Corporation and the West Virginia Economic Development Authority (incorporated by reference to Exhibit A to the Registrant’s Form 10-Q (Commission File No. 0- 14798) for quarter ended January 31, 2001). 10.1(k) — $35,000,000 Financing Agreement and $10,000,000 Term Loan Facility Between the Company and Bank of America, N.A. as of May 31, 2001 (incorporated by reference to Exhibit 10.1(k) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001). 10.1(l) — Amendment to $35,000,000 Financing Agreement and $10,000,000 Term Loan Facility Between the Company and Bank of America, N.A. as of May 28, 2003 (Filed Herewith). 10.6(a) — Lease, dated November 1, 1984, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6(a) to the Registrant ’s Form S -1 (Commission File No. 33 -6245) for year ended April 30, 1986). 10.6(b) — Lease, dated July 9, 1987, between the Company and the West Virginia Industrial and Trade Jobs Development Corporation (incorporated by reference to Exhibit 10.6(n) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1988). 10.6(c) — Lease, dated December 15, 2000, between the Company and the Industrial Development Board of The City of Humboldt, Tennessee (incorporated by reference to Exhibit 10.6(d) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001). 10.7(a) — 1986 Employee Stock Option Plan (incorporated by reference to Exhibit 10.7(a) to the Registrant’s Form S-1 (Commission File No. 33 -6245) for year ended April 30, 1986). 10.7(b) — Form of Option Agreement and Stock Purchase Agreement (incorporated by reference to Exhibit 10.7(b) to the Registrant’s Form S -1 (Commission File No. 33 -6245) for year ended April 30, 1986).

8 Exhibit No. Description

10.7(c) — 1995 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 28 to the Registrant’s Form S-8 (Commission File No. 33 -12631) dated September 25, 1996). 10.7(d) — 1996 Stock Option Plan (incorporated by reference to Exhibit 28 to the Registrant’s Form S-8 (Commission File No. 33- 12623) dated September 25, 1996). 10.7(e) — 1999 Stock Option Plan (incorporated by reference to Appendix B, to the Registrant’s Form DEF-14A (Commission File No. 01 -14798) for year ended April 30, 1999). 10.7(f) — 2000 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 10.7(f) to the Registrant’s Form 10- K (Commission File No. 0 -14798) for year ended April 30, 2001). 10.7(g) — Shareholder Value Plan for Employees (incorporated by reference to Exhibit 10.7(g) to the Registrant’s Form 10-K (Commission File No. 0 -14798) for year ended April 30, 2001). 10.7(h) — Shareholder Value Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.7(h) to the Registrant’s Form 10 -K (Commission File No. 0 -14798) for year ended April 30, 2001). 10.8(a) — 2001 Annual Incentive Plan for Chairman and President/CEO (incorporated by reference to Exhibit 10.8(a) to the Registrant ’s Form 10 -K (Commission File No. 0 -14798) for year ended April 30, 2001). 10.8(b) — 2001 Annual Incentive Plan for Senior Vice Presidents (incorporated by reference to Exhibit 10.8(b) to the Registrant’s Form 10 -K (Commission File No. 0 -14798) for year ended April 30, 2001). 10.8(c) — Management Contract—Employment Agreement for Mr. James Jake Gosa, President and Chief Executive Officer (incorporated by reference to Exhibit 10.8(c) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2002). 10.8(d) — Management Contract—Employment Agreement for Mr. Kent B. Guichard, Senior Vice President, Finance and Chief Financial Officer (incorporated by reference to Exhibit 10.8(d) to the Registrant’s Form 10-K (Commission File No. 0- 14798) for year ended April 30, 2002). 10.8(e) — Management Contract—Employment Agreement for Mr. Ian J. Sole, Senior Vice President, Sales and Marketing (incorporated by reference to Exhibit 10.8(e) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2002). 10.8(f) — Management Contract—Employment Agreement for Mr. David L. Blount, Senior Vice President, Manufacturing (incorporated by reference to Exhibit 10.8(f) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2002). 10.9 — ISDA Master Agreement between NationsBank, N.A. and American Woodmark Corporation dated as of May 29, 1998 (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1998). 10.10(a) — Loan Agreement between the Company and the West Virginia Economic Development Authority as of November 20, 1998 Relating to equipment financing (incorporated by reference to Exhibit 10.10(a) to the Registrant’s Form 10-K (Commission File No. 0 -14798) for year ended April 30, 1999). 10.10(b) — Promissory Note between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(b) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999). 10.10(c) — Security Agreement between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(c) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

9 Exhibit No. Description

10.10(d) — Amendment of Deed of Lease between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(d) to the Registrant ’s Form 10-K (Commission File No. 0- 14798) for year ended April 30, 1999). 10.10(e) — Promissory Note between the Company and the Wayne County EZ Industrial Development Authority of Kentucky dated as of July 22, 1998 (incorporated by reference to Exhibit 10.10(e) to the Registrant’s Form 10-K (Commission File No. 0- 14798) for year ended April 30, 1999). 10.10(f) — Promissory Note between the Company and Amende Cabinet Corporation, a wholly owned subsidiary of the Company, dated as of July 30, 1998 (incorporated by reference to Exhibit 10.10(f) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999). 10.10(j) — Loan Agreement between Perry, Harlan, Leslie, Brethitt Regional Industrial Authority, Inc. as of November 13, 2002 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q (Commission File No. 0-14798) for quarter ended January 31, 2003). 10.10(k) — Loan Agreement between the Company and Amende Cabinet Corporation, a wholly owned subsidiary of the Company, dated December 31, 2001 (incorporated by reference to Exhibit 10.8(k) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2002).

13 — 2003 Annual Report to Shareholders (Filed Herewith).

21 — Subsidiaries of the Company (Filed Herewith).

23 — Consent of Ernst & Young LLP, Independent Auditors (Filed Herewith). 99.1 — Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (Filed Herewith). 99.2 — Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (Filed Herewith).

(b) Reports on Form 8-K

The Company filed one Form 8-K on February 26, 2003, announcing results for the third quarter ending January 31, 2003, and declaring a quarterly cash dividend to shareholders.

10 Schedule II—Valuation and Qualifying Accounts

AMERICAN WOODMARK CORPORATION (In Thousands)

Balance at Balance Additions At End Beginning Charged to Other Of Period Cost and Description(a) Of Period Expenses Deductions

Year ended April 30, 2003: Allowance for doubtful accounts $ 799 $ 32 $ — $ (105)(b) $ 726

Reserve for cash discounts $ 815 $ 9,340(c) $ — $ (9,270 )(d) $ 885

Reserve for sales returns and allowances $ 3,012 $ 11,315(c) $ — $ (10,989 ) $ 3,338

Year ended April 30, 2002: Allowance for doubtful accounts $ 1,350 $ 44 $ — $ (595)(b) $ 799

Reserve for cash discounts $ 750 $ 9,030(c) $ — $ (8,965 )(d) $ 815

Reserve for sales returns and allowances $ 2,556 $ 10,196(c) $ — $ (9,740 ) $ 3,012

Year ended April 30, 2001: Allowance for doubtful accounts $ 769 $ 996 $ — $ (415)(b) $ 1,350

Reserve for cash discounts $ $ 530 8,043(c) $ — $ (7,823 )(d) $ 750

Reserve for sales returns and allowances $ 2,186 $ 10,353(c) $ — $ (9,983 ) $ 2,556

(a) All reserves relate to accounts receivable. (b) Principally write -offs, net of collections. (c) Reduction of gross sales. (d) Cash discounts granted.

11 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

A MERICAN W OODMARK C ORPORATION (Registrant)

July 14, 2003 / S / J AMES J. G OSA

James J. Gosa President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/ S / J AMES J. G OSA President and Chief Executive Officer (Principal July 14, 2003 Executive Officer) James J. Gosa Director

/ S / K ENT B. G UICHARD Senior Vice President, Finance and Chief July 14, 2003 Financial Officer Kent B. Guichard (Principal Financial Officer) Director

/ S / D ENNIS M. N OLAN , J R . Corporate Controller July 14, 2003 (Principal Accounting Officer) Dennis M. Nolan, Jr.

/ S / W ILLIAM F. B RANDT , J R . Chairman of the Board July 14, 2003 Director William F. Brandt, Jr.

/ S / D ANIEL T. C ARROLL Director July 14, 2003

Daniel T. Carroll

/ S / C. A NTHONY W AINWRIGHT Director July 14, 2003

C. Anthony Wainwright

/ S / M ARTHA M. D ALLY Director July 14, 2003

Martha M. Dally

/ S / F RED S. G RUNEWALD Director July 14, 2003

Fred S. Grunewald

/ S / K ENT J. H USSEY Director July 14, 2003

Kent J. Hussey

/ S / J AMES G. D AVIS Director July 14, 2003

James G. Davis

12 Name Title Date

/ S / G. T HOMAS M C K ANE Director July 14, 2003

G. Thomas McKane

/ S / N EIL P. D E F EO Director July 14, 2003

Neil P. DeFeo

13 CERTIFICATIONS

I, James J. Gosa, certify that:

1. I have reviewed this annual report on Form 10 -K of American Woodmark Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures

(as defined in Exchange Act Rules 13a -14 and 15d -14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing

date of this annual report (the “Evaluation Date ”); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our

evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and

the audit committee of registrant ’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant ’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 14, 2003 / S / J AMES J. G OSA

James J. Gosa Chief Executive Officer (Principal Executive Officer) American Woodmark Corporation

14 I, Kent B. Guichard, certify that:

1. I have reviewed this annual report on Form 10 -K of American Woodmark Corporation;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures

(as defined in Exchange Act Rules 13a -14 and 15d -14) for the registrant and we have:

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing

date of this annual report (the “Evaluation Date ”); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our

evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and

the audit committee of registrant ’s board of directors (or persons performing the equivalent function):

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the

registrant ’s internal controls; and

Date: July 14, 2003 / S / K ENT B. G UICHARD

Kent B. Guichard Chief Financial Officer (Principal Financial Officer) American Woodmark Corporation

15 In accordance with Securities and Exchange Commission requirements, the Company will furnish copies of all exhibits to its Form 10-K not contained herein upon receipt of a written request and payment of $.10 (10 cents) per page to:

Mr. Kent Guichard Senior Vice President, Finance and Chief Financial Officer American Woodmark Corporation P.O. Box 1980 Winchester, Virginia 22604-8090

16 Exhibit 3.2(a)

BYLAWS OF AMERICAN WOODMARK CORPORATION

Article I – Stock

1. Transfers of stock on the stock transfer books of the corporation shall only be made by the person named in the certificate or by attorney, lawfully constituted in writing, and only upon surrender of the certificate or certificates therefore. The Board of Directors may make reasonable regulations for the transfer of stock.

2. Only stockholders at record on the stock transfer books of the corporation shall be entitled to be treated by the corporation as stockholders of the corporation, and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof.

3. In case of loss or destruction of any certificate of stock, another may be issued in its place upon proof of such loss or destruction and upon giving of a satisfactory bond of indemnity to the corporation in such sum and with such surety as the Board of Directors may provide.

Article II – Meetings of Stockholders

1. The annual meeting of the stockholders, for the election of directors and transaction of such other business as may come before the meeting, shall be held in each year on such day and at such hour as may, from time to time, be fixed by resolution of the Board of Directors.

2. Special meetings of the stockholders of the corporation may be held at any time upon the call of the President or of the Board of Directors. Special meetings shall be called by the President upon the written request of stockholders holding at least one-tenth of the stock of the corporation entitled to vote at the meeting.

3. At each meeting of the stockholders, the President or, in his absence, a Vice-President of the corporation shall be Chairman of the meeting, and the Secretary, or, in his absence, an Assistant Secretary of the corporation shall be Secretary thereof.

4. At each meeting of the stockholders, the Chairman may, and if requested by any stockholder entitled to vote and holding not less than one-tenth of the stock entitled to vote at the meeting shall, appoint a committee to examine and pass upon the sufficiency of instruments appointing proxies, to report the amount of stock represented at the meeting, and to supervise voting and ascertain the results thereof.

1 5. The procedure at each meeting of the stockholders shall be determined by the Chairman, and the vote on all questions before any meeting shall be, subject to the provision of Section 4 of this Article, taken in such manner as the Chairman prescribes. But upon the demand of any stockholder entitled to vote and holding not less than one-tenth of the stock entitled to vote at the meeting, any such vote shall be by ballot.

6. All committees created at any meeting of the stockholders shall be appointed by the Chairman, unless otherwise directed by the meeting.

Article III – Board of Directors

1. There shall be a Board of Directors consisting of four persons.

2. A meeting of the Board of Directors shall be held without notice as soon as practicable after each annual meeting of the stockholders. Regular meetings of the Board of Directors may be held without notice at such time and place as the Board of Directors may by resolution designate. Special meetings may be called at any time by the President, a Vice President or by any two directors. Notice of special meetings of the Board of Directors shall be given to each director by mail, telegraph or other written communication delivered at least two days before the meeting (not counting the day on which the notice is mailed, telegraphed or delivered but counting the day of the meeting), which notice shall specify the time and place of the meeting.

Members of the Board of Directors, the Executive Committee or other committee designated by the Board may participate in a meeting of such Board, Committee or other committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. A written record shall be made of the action taken at any such meeting.

3. Less than a quorum of directors may adjourn any meeting from time to time to such place and time as such directors may determine, and no notice of any such adjournment need be given to the other directors.

4. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate two or more of their number to constitute an Executive Committee, which to the extent provided in said resolution, shall have and may exercise all of the authority of the Board of Directors except to approve an amendment of the articles of incorporation or plan of merger or consolidation.

2 ARTICLE IV – Officers, Agents and Employees

1. The officers of the corporation shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer, who shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders, to hold office until the first meeting of the Board following the next annual meeting of the stockholders and until their successors are elected, unless sooner removed by the Board of Directors. A Chairman of the Board and other officers may be elected by the Board to hold office for the terms prescribed by the Board.

2. The President shall be the chief executive officer and shall have general supervisor and control of the other officers of the corporation.

3. Each Vice-President shall perform such duties as may be required of him by the President or the Board of Directors of the corporation.

4. The Secretary shall record all proceedings of the meetings of the stockholders and directors in books kept for that purpose and shall maintain or cause to be maintained the record of stockholders of the corporation. He shall see that all notices of meetings are given as required by these bylaws and by the laws of the State of Virginia and shall perform such other duties as the President or the Board of Directors of the corporation may require.

5. The Treasurer shall have the custody of all moneys and securities of the corporation and shall deposit the same in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall keep full and accurate books and records of account, shall disburse the funds of the corporation as may be required and shall perform such other duties as the President or the Board of Directors may require.

6. While any officer of the corporation is absent or unable to act, the President may by written order, or the Board of Directors may by resolution, delegate the powers of such office to any other officer or employee of the corporation.

7. All checks, drafts, notes and orders for the payment of money issued by the corporation and contracts and other documents requiring the signature of the corporation shall be signed by such officer or officers of the corporation as the Board of Directors may from time to time designate, and any endorsement of such paper in the ordinary course of business shall be similarly made, except that any officer, assistant officer or employee of the corporation may endorse checks, drafts or notes for collection or deposit to the credit of the corporation.

3 Article V – Corporate Seal

The seal of the corporation shall be in such form as may be approved by the Board of Directors of the corporation. It shall be attested by the Secretary or an Assistant Secretary of the corporation .

Article VI – General

These bylaws shall not deprive the corporation, the Board of Directors or any director of rights or privileges conferred by the statutes of Virginia.

Article VII – Amendments

These bylaws may be amended at any regular or special meeting of the Board of Directors.

4 UNANIMOUS CONSENT OF THE SHAREHOLDERS OF AMERICAN WOODMARK CORPORATION IN LIEU OF ANNUAL MEETING

The undersigned, being all the shareholders of American Woodmark Corporation (the “Corporation”), do consent and agree, pursuant to §13.1-28 of the Code of Virginia, to the following resolutions, being corporate action to be hereafter taken:

RESOLVED, that Article III, §1 of the Bylaws of the Corporation are hereby amended to read as follows:

There shall be a Board of Directors consisting of six (6) persons.

RESOLVED, that the following persons are hereby elected to serve as directors of the Corporation until the next annual meeting of shareholders:

William F. Brandt, Jr. Jeffrey S. Holcomb Donald P. Mathis Richard A. Graber John T. Gerlach Georqe McCown

IN WITNESS WHEREOF, we have hereunto set our hands as of this 24th day of July, 1980.

/s/ W ILLIAM F. B RANDT , J R .

William F. Brandt, Jr.

/s/ J EFFREY S. H OLCOMB

Jeffrey S. Holcomb

/s/ D ONALD P. M ATHIAS

Donald P. Mathias

/s/ R ICHARD A. G RABER

Richard A. Graber

5 AMERICAN WOODMARK CORPORATION

UNANIMOUS CONSENT OF DIRECTORS

The undersigned, being all of the directors of the Corporation, hereby consent to the adoption of the following resolutions:

RESOLVED, that the Corporations 1980 Stock Option Plan is hereby terminated. (Includes 10/7/85 Amendment and Restatement.)

RESOLVED, that Article III, §1 of the Bylaws of the Corporation is hereby amended to read as follows:

There shall be a Board of Directors consisting of seven persons.

RESOLVED, that Daniel T. Carroll is hereby elected as a director of the Corporation, filling the vacancy created by the foregoing amendment to the Bylaws of the Corporation and to serve until the next annual meeting of shareholders.

Dated: May 23, 1986

/s/ W ILLIAM F. B RANDT , J R .

William F. Brandt, Jr.

/s/ R ICHARD A. G RABER

Richard A. Graber

/s/ J EFFREY S. H OLCOMB

Jeffrey S. Holcomb

/s/ D ONALD P. M ATHIAS

Donald P. Mathias

/s/ J OHN T. G ERLOCK

John T. Gerlock

/s/ G EORGE E. A LVAREZ

George E. Alvarez

6 Exhibit 3.2(b)

AMERICAN WOODMARK CORPORATION BOARD RESOLUTION

On June 22, 1994, the Board of Directors of American Woodmark Corporation held an executive session and consented to the adoption of the following resolution:

RESOLVED, that Article III, paragraph 1 of the Bylaws of the Corporation is hereby amended to read as follows:

There shall be a Board of Directors consisting of eight persons.

Corporate Seal Exhibit 3.2(c)

American Woodmark Corporation Resolution of the Board of Directors

On June 17, 1999, the Board of Directors of American Woodmark Corporation approved the following resolution by unanimous consent:

RESOLVE, that Article 111, paragraph 1 of the Bylaws of the Corporation is hereby amended to read as follows:

There shall be a Board of Directors consisting of nine persons.

/s/ K ENT G UICHARD

Kent Guichard Corporate Secretary

Corporate Seal Exhibit 3.2(d)

American Woodmark Corporation Resolution of the Board of Directors

On November 29, 2001, the Board of Directors of American Woodmark Corporation approved the following resolution by unanimous consent:

RESOLVED, that Article III, paragraph 1 of the Bylaws of the Corporation is hereby amended to read as follows:

There shall be a Board of Directors consisting of ten persons.

/s/ K ENT G UICHARD

Kent Guichard Corporate Secretary

Corporate Seal

Exhibit 3.2(e)

American Woodmark Corporation

Resolution of the Board of Directors

On May 22, 2003, the Board of Directors of American Woodmark Corporation approved the following resolution.

RESOLVED , that Article III, paragraph 1 of the Bylaws of the Corporation is hereby amended to read as follows:

There shall be a Board of Directors consisting of eleven persons.

/s/ K ENT G UICHARD

Kent Guichard Corporate Secretary

Corporate Seal

Exhibit 10.1(l)

FIRST AMENDMENT TO FINANCING AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made as of the 28th day of May, 2003, by AMERICAN WOODMARK CORPORATION, a corporation organized under the laws of the Commonwealth of Virginia (the “Borrower”), and BANK OF AMERICA, N. A., a national banking association (the “Lender”).

RECITALS

A. The Borrower and the Lender entered into a Financing and Security Agreement dated as of May 31, 2001 (the same, as amended, modified, substituted, extended, and renewed from time to time, the “Financing Agreement”).

B. The Financing Agreement provides for some of the agreements between the Borrower and the Lender with respect to the “Loans” (as defined in the Financing Agreement), including a revolving credit facility in an amount not to exceed $35,000,000 and a term loan facility in an amount not to exceed $10,000,000.

C. The Borrower and the Lender have agreed to modify the Fixed Charge Coverage Ratio and wish to execute this Agreement to memorialize such change.

AGREEMENTS

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the Borrower and the Lender agree as follows:

1. The Borrower and the Lender agree that the Recitals above are a part of this Agreement. Unless otherwise expressly defined in this Agreement, terms defined in the Financing Agreement shall have the same meaning under this Agreement.

2. The Borrower and the Lender agree that on the date hereof the aggregate outstanding principal balance under the Revolving Credit Note (subject to change for returned items and other adjustments made in the ordinary course of business) is $ 0.00 (Zero) and under the Term Note is $10,000,000.00.

3. The Borrower represents and warrants to the Lender as follows:

(a) Borrower is a corporation duly organized, and validly existing and in good standing under the laws of the Commonwealth of Virginia and is duly qualified to do business as a foreign corporation in good standing in every other state wherein the conduct of its business or the ownership of its property requires such qualification;

(b) Borrower has the power and authority to execute and deliver this Agreement and perform its obligations hereunder and has taken all necessary and appropriate action to authorize the execution, delivery and performance of this Agreement;

(c) The Financing Agreement, as heretofore amended and as amended by this Agreement, and each of the other Financing Documents remains in full force and effect, and each constitutes the valid and legally binding obligation of Borrower, enforceable in accordance with its terms;

(d) All of Borrower’s representations and warranties contained in the Financing Agreement and the other Financing Documents are true and correct on and as of the date of Borrower’s execution of this Agreement; and

(e) No Event of Default and no event which, with notice, lapse of time or both would constitute an Event of Default, has occurred and is continuing under the Financing Agreement or the other Financing Documents which has not been waived in writing by the Lender.

4. The Financing Agreement is hereby amended by deleting Section 5.1.14 (Fixed Charge Coverage Ratio) in its entirety and inserting the following in place thereof:

“(a) Fixed Charge Coverage Ratio. Commencing with the quarter ending April 30, 2003, the Borrower will maintain a Fixed Charge Coverage Ratio equal to not less than 1.75 to 1.0, tested as of the end of each fiscal quarter for the quarter then ending and the three (3) immediately preceding quarters.”

5. The Borrower hereby issues, ratifies and confirms the representations, warranties and covenants contained in the Financing Agreement, as amended hereby. The Borrower agrees that this Agreement is not intended to and shall not cause a novation with respect to any or all of the Obligations.

6. The Borrower acknowledges and warrants that the Lender has acted in good faith and has conducted in a commercially reasonable manner its relationships with the Borrower in connection with this Agreement and generally in connection with the Financing Agreement and the Obligations, the Borrower hereby waiving and releasing any claims to the contrary.

7. The Borrower shall pay at the time this Agreement is executed and delivered all fees, commissions, costs, charges, taxes and other expenses incurred by the Lender and its counsel in connection with this Agreement, including, but not limited to, reasonable fees and expenses of the Lender’s counsel and all recording fees, taxes and charges.

8. This Agreement may be executed in any number of duplicate originals or counterparts, each of such duplicate originals or counterparts shall be deemed to be an original and all taken together shall constitute but one and the same instrument. The Borrower agrees that the Lender may rely on a telecopy of any signature of the Borrower. The Lender agrees that the Borrower may rely on a telecopy of this Agreement executed by the Lender.

IN WITNESS WHEREOF, the Borrower and the Lender have executed this Agreement under seal as of the date and year first written above.

WITNESS OR ATTEST: A MERICAN W OODMARK C ORPORATION

/s/ J AMES J. C OOPER By: /s/ G LENN E ANES (SEAL)

Name: Glenn Eanes Title: Vice President & Treasurer

WITNESS: B ANK O F A MERICA , N.A.

By: /s/ M ICHAEL J. L ANDINI (SEAL)

Name: Michael J. Landini Title: Senior Vice President

2 Exhibit 13

Annual Report 2003

[GRAPHIC OF CABINET APPEARS HERE]

AMERICAN WOODMARK ® [GRAPHIC OF WINDOW APPEARS HERE]

Table of Contents

Company Profile 2

Market Information 2

Financial Highlights 3

Letter from the President 5

Five -Year Selected Financial Information 9

Management ’s Discussion and Analysis 10

Consolidated Financial Statements 18

Notes to Consolidated Financial Statements 21

Management ’s Report 31

Report of Independent Auditors 32

Board of Directors and Executive Officers 33

Corporate Information 33 MISSION STATEMENT

Creating Value Through People

Who We Are

American Woodmark is an organization of employees and shareholders who have combined their resources to pursue a common goal.

What We Do

Our common goal is to create value by providing kitchens and baths “of pride” for the American family.

Why We Do It

We pursue this goal to earn a profit, which allows us to reward our shareholders and employees and to make a contribution to our society.

How We Do It

Four principles guide our actions:

CUSTOMER SATISFACTION Providing the best possible quality, service and value to the greatest number of people. Doing whatever is reasonable, and sometimes unreasonable, to make certain that each customer’s needs are met each and every day.

INTEGRITY Doing what is right. Caring about the dignity and rights of each individual. Acting fairly and responsibly with all parties. Being a good citizen in the communities in which we operate.

TEAMWORK Understanding that we must all work together if we are to be successful. Realizing that each individual must contribute to the team to remain a member of the team.

EXCELLENCE Striving to perform every job or action in a superior way. Being innovative, seeking new and better ways to get things done. Helping all individuals to become the best that they can be in their jobs and careers.

Once We’ve Done It

When we achieve our goal good things happen: sales increase, profits are made, shareholders and employees are rewarded, jobs are created, our communities benefit, we have fun, and our customers are happy and proud—with a new kitchen or bath from American Woodmark.

American Woodmark Corporation 1 2003 Annual Report market information

American Woodmark Corporation Common Stock, no par value, is quoted on The Nasdaq Stock Market under the “AMWD” symbol. Common Stock per share market prices and cash dividends declared during the last two fiscal years were as follows:

MARKET PRICE DIVIDENDS (in dollars) High Low DECLARED

FISCAL 2003 First quarter $ 70.72 $ 40.00 $ .05 Second quarter 53.22 41.58 .05 Third quarter 61.24 33.00 .05 Fourth quarter 50.75 34.01 .05

FISCAL 2002 First quarter $ 48.85 $ 25.68 $ .05 Second quarter 52.00 26.18 .05 Third quarter 64.00 34.00 .05 Fourth quarter 73.25 55.95 .05

As of April 30, 2003, there were approximately 9,600 shareholders of the Company’s Common Stock. Included are approximately 71% of the Company’s employees, who are shareholders through the American Woodmark Stock Ownership Plan.

company profile

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Company operates 13 manufacturing facilities located in Arizona, Georgia, Indiana, Kentucky, Minnesota, Oklahoma, Tennessee, Virginia, and West Virginia and ten service centers across the country.

American Woodmark Corporation was formed in 1980 and became a public company through a Common Stock offering in July, 1986.

The Company offers approximately 220 cabinet lines in a wide variety of designs, materials and finishes. Products are sold across the United States through a network of independent distributors and directly to home centers and major builders. Approximately 65% of sales during fiscal year 2003 were to the remodeling market and 35% to the new home market.

The Company believes it is one of the three largest manufacturers of kitchen cabinets in the United States.

2 American Woodmark Corporation 2003 Annual Report [GRAPHIC OF CUPBOARD APPEARS HERE]

financial highlights

FISCAL YEARS ENDED APRIL 30

(in thousands, except per share data) 2003 2002 2001

OPERATIONS Net sales $ 563,466 $ 499,046 $ 404,134 Operating income 54,261 53,724 32,365 Income before income taxes and cumulative effect of accounting changes 53,893 53,115 30,774 Net income 32,704 32,155 17,420 Earnings per share Before cumulative effect of change in accounting principle Basic $ 4.00 $ 3.93 $ 2.36 Diluted 3.89 3.81 2.34 After cumulative effect of change in accounting principle Basic 4.00 3.93 2.16 Diluted 3.89 3.81 2.14 Average shares outstanding Basic 8,173 8,173 8,057 Diluted 8,400 8,436 8,144

FINANCIAL POSITION Working capital $ 48,554 $ 26,114 $ 22,660 Total assets 262,728 234,222 180,368 Long -term debt 19,016 14,398 16,819 Shareholders ’ equity 160,099 145,169 109,513 Long -term debt to equity ratio 12 % 10 % 15 %

American Woodmark Corporation 3 2003 Annual Report [GRAPHIC OF KITCHEN CABINET APPEARS HERE]

to our Shareholders

4 American Woodmark Corporation 2003 Annual Report [PHOTO OF JAMES J. GOSA APPEARS HERE]

James J. Gosa President and Chief Executive Officer

After ending fiscal 2002 with record sales and earnings, we began our year with high expectations. I am pleased to report that we once again set new levels for overall performance during fiscal 2003. Net sales increased 13% to $563.5 million. This marks the first year in our history with over half a billion dollars in net sales. Net income reached $32.7 million or $3.89 per diluted share, both new records.

These numbers, as good as they are, only tell part of the story. During fiscal 2002, our Company was extremely fortunate. In addition to our hard work on elements of the business that were under our control, we were favorably impacted by several external factors. Driven in large measure by low interest rates, the new construction and remodeling markets remained strong while many other industries struggled in uncertain economic times. In this environment, all of our strategic business partners benefited from increasing demand for products and services. Based on our relationships with these partners, American Woodmark was able to run our manufacturing facilities at full capacity. In addition, tough conditions experienced in other sectors, such as the furniture industry, resulted in excess supply and favorable pricing on many of our primary raw materials. The combination of all these events resulted in a breakout year with net income increasing 85% over the previous record.

American Woodmark Corporation 5 2003 Annual Report [GRAPHIC APPEARS HERE]

The story during fiscal 2003 was different. Unlike fiscal 2002, our last year has been full of challenges and obstacles. While overall demand in the industry remained strong during the year, the rate of growth in certain sectors was weaker than last year due in large measure to uncertainty surrounding the economic recovery and concerns about the impact of war in the Middle East. In addition, we experienced a temporary decline in business with The Home Depot as we supported their efforts to reformat many of their existing stores. External forces also had a negative impact on some of our costs. We experienced pricing pressure on certain raw materials, most notably hardwood lumber, as mills closed operations and market supply dropped below demand. During the spring, fuel costs increased sharply with a brief but dramatic rise in the market price of oil.

From an internal perspective, we experienced higher costs associated with our aggressive increases in capacity. In the fall of 2002, we brought two brand new facilities and a major expansion on-line to accommodate both increasing volume and more product variety in our lines. As we integrated this capacity into our existing operations, we were required to adjust many of our material flows. We absorbed duplicate costs during this period in order to isolate our customers from the impact of these changes. In addition, fixed costs associated with the new capacity reduced margins as our incremental utilization of these facilities during the start-up period was below that of our other operations.

As a result of all these factors, fiscal 2003 was a year of two halves. During the first six months of the fiscal year, the Company was efficiently and effectively running at full capacity. In this environment, we produced outstanding results with sales growth of 16% and net income growth of 20%. In the second half of the year, however, external and internal events resulted in a reduced sales growth rate of 10% and a 15% decline in net income. I am not satisfied with our performance during the second half of the year. Our focus during the first six months of fiscal 2004 will be to return the Company to a higher level of performance.

As we complete the second year covered by our current six-year Vision, I am optimistic about our future. First and foremost, we remain a growth company. Since 1998, demand for our products and services has grown from $231 million to over $563 million. The $332 million in additional market position represents a compound annual growth rate of almost 20%. The combination of our strategic partnerships with the leading home centers, builders and distributors, and the value of our products to the end consumer provides continuing opportunities for growth.

6 American Woodmark Corporation 2003 Annual Report [GRAPHIC OF BASKET APPEARS HERE]

[GRAPHIC OF CUPBOARD APPEARS HERE]

We continue to invest heavily in our future. This commitment to investment continues in our people and our facilities. During fiscal 2003, we achieved our goal of 40 hours of training for every employee. With over 200,000 total training hours, we are actively building the collective skills of the organization. With the completion of our latest capital expansion, we have invested almost $150 million over the past five years in new capacity. We will continue to use our expanded capability to support our business partners in their growth efforts. We will continue to invest in new resources as we pursue the 2007 Vision.

Our financial position is simply outstanding. Since 1998 the Company has effectively funded our growth, including our capital spending program, out of cash flow. Total debt as a percent of total capital has dropped from 14.6% in April 1998 to 10.5% in April 2003. Including cash on hand at the end of the year, net debt was less than $4.5 million against shareholder equity of $160 million. The strength of our balance sheet continues to provide a strong foundation on which we can implement our strategy.

Throughout the last year, the investment markets have remained extremely volatile and the bears have generally ruled the day. For the third consecutive year, many of the leading indices of market performance showed a loss. In this environment and with quarterly results in the third quarter below analyst expectations, the daily trading price of American Woodmark shares declined as well. From a longer term perspective, the view is very different. Over the past three years, from May 2000 to April 2003, the

American Woodmark Corporation 7 2003 Annual Report [GRAPHIC OF WHITE CLOTH APPEARS HERE]

[GRAPHIC OF TABLE APPEARS HERE]

Russell 2000 Index was down 6%. During the same period, the total return to shareholders of American Woodmark stock was over 150%. The reality of the short-term thinking on Wall Street will not deter us from making long-term decisions in the best interest of our shareholders. In those periods where the investment markets overreact to immediate events or results, we will continue to enhance shareholder value through our stock repurchase program. Over the past two years, we have used excess cash to purchase over 4% of our outstanding shares.

At the annual meeting in August of last year, Albert Prillaman retired from the Board. As the President and Chief Executive Officer of Stanley Furniture, Albert provided valuable experience in the woodworking industry. We will miss his counsel and his many contributions. During the year, we added Tom McKane and Neil DeFeo to the Board. Tom is the President and Chief Executive Officer of A.M. Castle & Company. Neil is the President and Chief Executive Officer of Remington Products Company. Both Tom and Neil bring a wealth of practical experience in business strategy and the management of manufacturing operations. I look forward to their contributions in the years ahead.

As we begin another fiscal year, I believe our strategy is sound and our future is bright. While we do not hold any illusions about the challenges ahead, the men and women of American Woodmark welcome the opportunities these challenges present to our organization.

Our goal remains to build the biggest, the best and the most profitable cabinet company in North America. We are building a Great Company.

To all our employees, customers, vendors and shareholders, we thank you for your continuing support of American Woodmark. I look forward to reporting our progress towards the 2007 Vision throughout fiscal 2004.

James J. Gosa President and Chief Executive Officer

8 American Woodmark Corporation 2003 Annual Report Five-Year Selected Financial Information

FISCAL YEARS ENDED APRIL 30

(in millions, except per share data) 2003 2002 2001 2000 1999

FINANCIAL STATEMENT DATA Net sales (1) $ 563.5 $ 499.0 $404.1 $368.0 $ 312.7 Income before income taxes and cumulative effect of accounting changes (2) 53.9 53.1 30.8 24.6 28.5 Net income 32.7 32.2 17.4 14.5 17.5 Earnings per share Before cumulative effect of change in accounting principle Basic 4.00 3.93 2.36 1.82 2.23 Diluted 3.89 3.81 2.34 1.79 2.18 After cumulative effect of change in accounting principle Basic 4.00 3.93 2.16 1.82 2.23 Diluted 3.89 3.81 2.14 1.79 2.18 Depreciation and amortization expense 27.7 23.8 19.6 14.7 9.7 Total assets 262.7 234.2 180.4 166.7 140.6 Long -term debt 19.0 14.4 16.8 22.0 11.4 Shareholders ’ equity 160.1 145.2 109.5 92.6 78.3 Cash dividends declared per share .20 .20 .20 .19 .15 Average shares outstanding Basic 8.2 8.2 8.1 8.0 7.9 Diluted 8.4 8.4 8.1 8.1 8.0

PERCENT OF SALES Gross profit 23.6 % 25.8 % 22.0 % 21.4 % 24.7 % Sales, general and administrative expenses 13.9 15.0 14.0 14.3 15.8 Income before income taxes and cumulative effect of accounting change 9.6 10.6 7.6 6.7 9.1 Net income 5.8 6.4 4.3 3.9 5.6

RATIO ANALYSIS Current ratio 1.8 1.4 1.5 1.5 1.7 Inventory turnover (3) 10.8 11.4 11.7 14.0 15.6 Percentage of capital (long -term debt plus equity): Long -term debt 10.6 % 9.0% 13.3 % 19.2 % 12.7 % Equity 89.4 91.0 86.7 80.8 87.3 Return on equity (average %) 21.4 25.3 17.7 16.9 25.5 Collection period—days (4) 31.3 31.8 34.6 37.9 39.4

(1) Prior year amounts have been reclassified to conform to the current year presentation under EITF 01 -9, “Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products.” This Issue is a codification of all the issues in both EITF Issue 00-14, “Accounting for Certain Sales Incentives,” and EITF Issue 00-25, “Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor ’s Products or Services. ” (2) Effective May 1, 2000, the Company changed its accounting for revenue recognition in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (“SAB 101”). The cumulative effect of the change on retained earnings as of the beginning of fiscal year 2001 resulted in a charge to fiscal year 2001 net income of $1.6 million. (3) Based on average of beginning and ending inventory. (4) Based on ratio of monthly average customer receivables to average sales per day.

American Woodmark Corporation 9 2003 Annual Report Financial Review 2003

Management’s Discussion and Analysis

Results of Operations

The following table sets forth certain income and expense items as a percentage of net sales.

PERCENTAGE OF NET SALES

Years Ended April 30

2003 2002 2001

Net sales 100.0 % 100.0 % 100.0 % Cost of sales and distribution 76.4 74.2 78.0 Gross profit 23.6 25.8 22.0 Selling and marketing expenses 9.8 10.1 10.2 General and administrative expenses 4.1 4.9 3.8 Operating income 9.7 10.8 8.0 Interest expense 0.1 0.1 0.4 Income before income taxes 9.6 10.6 7.6 Provision for income taxes 3.8 4.2 2.9 Net income 5.8 6.4 4.3

10 American Woodmark Corporation 2003 Annual Report Fiscal Year 2003 Compared to Fiscal Year 2002

Net sales for fiscal 2003 increased 12.9% to $563.5 million from $499.0 million in fiscal 2002. Improved sales were primarily the result of new product introductions and growth in shipments to both the remodel and new home construction markets. Unit volume increased 10.9% over prior year as the Company gained market share. In fiscal 2003, the average selling price per unit increased 1.8% as the Company realized improved product mix.

Sales growth in the Home Center channel was driven by an expanded product offering, new programs, and the impact of exclusive branding. Sales increased with direct builders primarily due to strong new construction rates in key markets served by the Company. Sales were flat year over year to distributors as economic weakness in certain areas was offset by the addition of new customers and an improved product mix.

Gross Profit in fiscal 2003 decreased to 23.6% from 25.8% in fiscal 2002. The decrease in gross profit was the result of higher costs per unit for labor, overhead and freight.

Material costs year to year were essentially flat with a per unit increase of 0.9% from fiscal 2002 to fiscal 2003. Increases in hardwood lumber prices were offset by price reductions in other raw materials purchased.

Labor costs per unit in fiscal 2003 increased 12.2% over the prior fiscal year. Increased labor costs were the result of lower productivity and higher health care costs. Lower productivity was the result of the start-up of two new plants and a major expansion at the existing Kingman, Arizona, facility. Health care costs increased due to a larger number of eligible employees and general inflation in the health care industry.

Overhead costs increased 9.4% on a per unit basis due to depreciation costs relating to the Company’s capital expansion program, and miscellaneous operating costs associated with the start-up of the Company’s new operations.

Freight costs per unit increased 2.7% over prior year. The increase was the result of temporary inefficiencies in material flows during the second and third fiscal quarters with the startup of new operations, shifts in regional demand which impacted the third-party customer delivery network and rising fuel costs.

Selling and marketing expenses decreased as a percent of sales in fiscal 2003 to 9.8%, as compared to 10.1% in fiscal 2002. The decrease was due to the favorable impact of cost containment efforts and lower merchandising and promotional charges due to channel and customer mix.

General and Administrative Expenses for fiscal year 2003 as a percent of sales were 4.1%, down from 4.9% in fiscal 2002. The decrease was primarily due to lower costs associated with the Company’s pay-for-performance employee incentive plans.

Net Interest Expense increased $13,000 in fiscal 2003 as compared to fiscal 2002. The slight increase was due to a decrease in capitalized interest as the Company completed its major capital expansion projects.

Other Expense decreased $254,000 for fiscal 2003 as compared to fiscal 2002. A decline in interest income was more than offset by fewer non- operating expenses.

The Company’s combined federal and state tax rate in fiscal 2003 was 39.3%, a decrease from 39.5% in fiscal 2002. The year over year decrease in the effective tax rate was attributable to state investment tax credits associated with the start-up of new facilities.

Liquidity and Capital Resources

The Company’s operating activities generated $39.2 million in net cash during fiscal 2003, a decrease of $14.3 million from $53.5 million in the prior year. The decrease in cash generated from operations versus the prior year occurred as additional cash generated from net income, the provision for depreciation and amortization, accounts payable and accrued compensation and related expenses was more than offset by cash applied to inventories, accounts receivable and other assets.

The increase in the provision for depreciation and amortization was a result of the Company’s capital spending program and acceleration of display amortization as a result of the discontinuance of the Thomasville cabinetry line. Accounts payable increases were due to more activity in association with the Company’s overall growth. The Company has made no changes to payment practices. Accrued compensation and related expenses increased due to timing differences. Inventories increased as a result of initial inventory builds at the new facilities. Customer receivables increased year over year due to higher sales, which were partially offset by improved collection performance. Other assets decreased as fewer promotional displays were required in light of the discontinuance of the Thomasville cabinetry line.

American Woodmark Corporation 11 2003 Annual Report Capital spending decreased $10.9 million from $39.8 million in fiscal 2002 to $28.9 million in fiscal 2003 as the Company completed its capital expansion program initiated during fiscal 2002. During fiscal 2003, the Company completed the construction of a new assembly facility in Tahlequah, Oklahoma, and a new lumber processing facility in Hazard, Kentucky, to increase capacity. In addition, capital investments were made to increase dimension capacity at the existing facility in Monticello, Kentucky, and to install finishing capacity in the existing facility in Kingman, Arizona. The Company expects that continued sales growth will require additional investments in plant, property and equipment. Capital expenditures in fiscal 2004 are expected to be between $25 and $30 million.

The Company increased net long-term borrowings by $2.4 million as scheduled repayments were more than offset by a new $6.0 million developmental term loan related to the construction of the Hazard, Kentucky, facility.

The timing of the Company’s Contractual Obligations and Other Commercial Commitments are summarized in the following table. For more information see Notes E and I in the Notes to Consolidated Financial Statements.

FISCAL YEARS ENDING APRIL 30

Total 2009 and (in thousands) Amounts 2004 2005-2008 Thereafter

Term credit facility $ 10,000 $ — $ 10,000 $ — Term loans 7,172 292 1,385 5,495 Operating lease 6,248 2,789 3,444 16 Capital lease obligations 2,776 640 2,136 —

Total $ 26,196 $ 3,721 $ 16,965 $ 5,511

The Company received cash flow of $824 thousand from Common Stock issued under the Company’s stock option plans.

The Company repurchased $9.8 million in Common Stock during fiscal 2003, compared to $3.5 million in fiscal 2002. All share repurchases were conducted under the authorizations granted by the Board of Directors in January 2001 and August 2002. Each authorization was for the repurchase of up to $10 million of company stock from time to time when, in the opinion of management, the market price presents an attractive return on investment for the shareholders.

Cash dividends of $1.6 million were paid on Common Stock during fiscal 2003.

Cash flow from operations combined with accumulated cash on hand and available borrowing capacity is expected to be sufficient to meet forecasted capital requirements, payments of accrued compensation, service existing debt obligations and fund capital expenditures for fiscal 2004.

Fiscal Year 2002 Compared to Fiscal Year 2001

Net sales for fiscal 2002 increased 23.5% to $499.0 million from $404.1 million in fiscal 2001. Improved sales were primarily the result of new product introductions and growth in shipments to both the remodel and new home construction markets. In fiscal 2002, the average selling price per unit increased 1.4% as the Company realized improved product mix.

Unit volume increased 21.7% over prior year as the Company gained market share. Unit growth in the Home Center channel was driven by an expanded product offering, new programs, and the expansion of exclusive branding. Unit shipments to direct builders increased due primarily to strong new construction rates in key markets served by the Company. Unit shipments through distributors declined year over year due to economic weakness in areas serviced by key customers.

Gross Profit in fiscal 2002 increased to 25.8% from 22.0% in fiscal 2001. The increase in gross profit was a result of positive leverage gained through improved product mix, additional volume, lower freight costs, lower material costs and higher fixed overhead utilization.

Material cost per unit decreased 3.5% from the prior year as declining raw material costs more than offset a shift towards more material- intensive products.

Labor costs per unit in fiscal 2002 increased 0.4% over the prior fiscal year. Increases in the number of employees and rate increases were offset by higher productivity. Health care costs increased due to a larger number of eligible employees and from pricing pressures in the health care industry.

Overhead costs decreased 2.7% on a per unit basis as higher volumes absorbed increases in depreciation, supplies, utilities and waste removal.

Freight costs decreased 9.7% on a per unit basis. The decrease was the result of higher capacity utilization related to volume, decreases in fuel cost and improved performance within the Company’s third-party carrier network.

12 American Woodmark Corporation 2003 Annual Report Selling and marketing expenses decreased as a percent of sales in fiscal 2002 to 10.1%, as compared to 10.2% in fiscal 2001. The decrease was the result of positive leverage gained in overhead and advertising expenses which were partially offset by additional expense related to promotional activity.

General and Administrative Expenses for fiscal year 2002 as a percent of sales were 4.9%, up from 3.8% in fiscal 2001. The increase was primarily due to higher costs associated with the Company’s pay-for-performance employee incentive plans.

Net Interest Expense decreased $933,000 in fiscal 2002 as compared to fiscal 2001. The decrease was due to an increase in capitalized interest, lower average borrowings and lower average interest rates.

Other Expense decreased $49,000 for fiscal 2002 as compared to fiscal 2001. The decrease was due to higher cash balances resulting in increased income from the Company’s short-term investments.

The Company’s combined federal and state tax rate in fiscal 2002 was 39.5%, an increase from 38.3% in fiscal 2001. The difference was due to increased state income taxes as a result of the mix of sales, payroll and capital investments among various states in which the Company does business.

Forward-Looking Statements

All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors that may be beyond the Company’s control. Accordingly, the Company’s future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, those described in the Risk Factors section of Management’s Discussion and Analysis. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Outlook for Fiscal 2004

The Company believes there remains significant uncertainty in the economic outlook, particularly as it pertains to retail purchases of durable goods. The Company follows several indices, including housing starts, existing home sales, interest rates and consumer confidence, that it believes are leading indicators of overall demand for kitchen and bath cabinetry. These indicators collectively suggest to the Company that demand in the industry will grow during the period covered by the Company’s fiscal year ending April 30, 2004.

The Company expects to increase sales in fiscal 2004 versus fiscal 2003 based on three factors. First, as one of the largest manufacturers in the industry with a broad distribution base, the Company expects to participate in the overall growth of the industry. Second, the Company expects to gain share in the general market due to strategic partnerships with home centers, builders and distributors that are gaining share versus other distribution outlets. Finally, the Company expects to gain share with customers due to the value of the products and services in the Company’s broad offering.

Assuming the Company is successful in generating increased sales, the Company expects to generate higher net income in fiscal 2004 versus fiscal 2003. The Company expects to benefit from additional margin on incremental sales, leverage on fixed and semi-fixed costs with additional unit volume, and improved productivity. These expected benefits will be partially offset by an increase in material costs due to market pricing of hardwood lumber and changes in product mix, an increase in transportation costs due to inflationary rate changes and the market price of fuel, an increase in pension expense due to unrecognized losses and changes in pension assumptions, and an increase in medical costs due to higher headcount and overall cost pressures in the medical industry.

The Company would be negatively impacted by reduced market demand as the result of lower overall remodeling or new construction activity. While the Company would expect to perform better than the industry on average during a downturn in demand, the combined effects of lower sales and underutilized capacity could result in decreased profitability in fiscal 2004 versus 2003.

The Company began to experience an increase in hardwood lumber prices during fiscal 2003. While the Company believes that it is extremely efficient as compared to the industry in the use of materials, a sudden and significant rise in raw material costs would negatively impact profitability during fiscal 2004. The Company does not believe that increases in raw material costs would negatively impact performance over time due to the availability of substitute materials and the historical ability for the industry to recover market-driven increases in raw materials through pricing.

American Woodmark Corporation 13 2003 Annual Report Over the past four years, the Company has significantly expanded overall manufacturing capacity through an aggressive capital spending program. In order to support the growth in demand for products and services, the Company has invested approximately $127 million in property, plant and equipment over the last four fiscal years. Long-term projected growth will continue to require the Company to invest in additional capacity. The Company expects new spending on property, plant and equipment during fiscal 2004 to be between $25 million and $30 million. Anticipated projects for the fiscal year include expansion of the lumber processing facility in Hazard, Kentucky, and the expansion of both component and finishing capacity at a facility to be determined. The Company believes that it has sufficient financial resources to support the capital spending program without a significant impact on the current financial position.

The aforementioned forward-looking statements should be read in combination with information presented in the Risk Factors section of Management’s Discussion and Analysis.

Risk Factors

The Company’s business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters.

The costs of the Company’s products are subject to inflationary pressures and commodity price fluctuations. Inflationary pressures have been relatively mild over the past five years. Commodity price pressures have been experienced in the hardwood commodity market during the recent period. The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases.

On April 30, 2003, the Company had no material exposure to changes in interest rates for its debt agreements. All significant borrowings of the Company carry a fixed interest rate between 2% and 6%.

The Company participates in an industry that is subject to rapidly changing conditions. Forward-looking statements, contained in this Management’s Discussion and Analysis, are based on current expectations, but there are numerous factors that could cause the Company to experience a decline in sales and/or earnings. These include (1) overall industry demand at reduced levels, (2) economic weakness in a specific channel of distribution, especially the home center industry, (3) the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor, (4) a sudden and significant rise in basic raw material costs, (5) a dramatic increase to the cost of fuel, and/or transportation-related services, (6) the need to respond to price or product initiatives launched by a competitor and (7) sales growth at a rate that outpaces the Company’s ability to install new capacity. While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a materially adverse impact on operating results.

Critical Accounting Policies

On December 12, 2001, the Securities and Exchange Commission (SEC) issued a financial reporting release, “Cautionary Advice Regarding Disclosure about Critical Accounting Policies” (“FR-60”). The SEC alerted public companies to the need for improved disclosures about critical accounting policies. FR-60 defines “critical accounting policies” as those most important to the financial statement presentation and that require the most difficult, subjective, and complex judgments. The SEC announced an expectation that public companies would provide disclosures responsive to FR-60, including disclosures in Management’s Discussion and Analysis, in annual reports for fiscal years ending on or after December 31, 2001.

On May 10, 2002, the SEC published a proposed rule, “Disclosure in Management’s Discussion and Analysis about the Application of Critical Accounting Policies.” The proposed rule, if adopted, would require public companies to provide extensive disclosure in Management’s Discussion and Analysis about their most sensitive and subjective accounting estimates. Companies would also be required to provide disclosure about the initial adoption of accounting policies with a material impact. Under the proposed rule, a “critical accounting estimate” must be disclosed if (1) the accounting estimate required the registrant to make assumptions about matters that are highly uncertain at the time the accounting estimate was made; and (2) different estimates that reasonably could have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period-to-period, would have a material impact on the financial statements. The Company is unable to predict if and when the proposed rule will be adopted and what, if any, impact the proposed rule will have on the Company’s disclosure requirements.

The significant accounting policies of the Company are disclosed in Note A to the Consolidated Financial Statements.

14 American Woodmark Corporation 2003 Annual Report The following discussion addresses the accounting policies that are the most important to the portrayal of the financial condition of the Company for the period being reported and that require judgment.

REVENUE RECOGNITION. The Company utilizes signed sales agreements that provide for transfer of title to the customer upon delivery. The Company’s network of third-party carriers does not currently have the technology to provide detailed information regarding the delivery date for all orders. As a result, the Company must estimate the amount of sales that have been transferred to third-party carriers but not delivered to customers. The estimate is calculated using a lag factor determined by analyzing the actual difference between shipment date and delivery date for 100% of all orders in the previous 90 days. Revenue is only recognized on those shipments which we believe have been delivered to the customer. Due to the nature of the Company’s business, the impact from this estimate is limited to fiscal quarters as any shipments deemed to be in transit at the end of a reporting period are delivered to the customer within the first two weeks of the next period. Management believes that likely changes in the estimate are immaterial to the overall results of the fiscal year.

The Company recognizes revenue based on the invoice price less allowances for sales returns, cash discounts, and other deductions as required under current generally accepted accounting standards. Collection is reasonably assured as determined through an analysis of accounts receivable data, including historical product returns, and the evaluation of each customer’s ability to pay. Allowances for sales returns are based on the historical relationship between shipments and returns. The Company believes that historical experience is an accurate reflection of future returns.

SELF-INSURANCE. The Company is self-insured for certain costs related to employee medical coverage and workers’ compensation liability. The Company maintains stop loss coverage with third-party insurers to limit total exposure. The Company establishes a liability at the balance sheet date based on estimates for a variety of factors that influence the Company’s ultimate cost. In the event that actual experience is substantially different from the estimates, the financial results for the period could be impacted. The Company believes that the methodologies used to estimate all factors related to employee medical coverage and workers’ compensation are an accurate reflection of the liability as of the date of the balance sheet.

PENSIONS. The Company has two non-contributory defined pension benefit plans covering substantially all of the Company’s employees. The Company accounts for its defined benefit plans in accordance with FAS 87, “Employer’s Accounting for Pensions,” which requires amounts recognized in the financial statements to be determined on an actuarial basis. The estimated cost and benefits of the non-contributory defined benefit pension plans are determined by independent actuaries, who, with the Company’s input, use various actuarial assumptions. The most significant assumptions are the long-term expected rate of return on plan assets, the discount rate used to determine the present value of the pension obligations, and the future rate of compensation level increases. The Company refers to high-quality, fixed-income investments in establishing the discount rate. The long-term expected rate of return on plan assets reflects the current mix of the plan assets invested in equities and bonds. The future rate of compensation levels reflects expected salary trends.

Pension expense for fiscal year 2003 and the assumptions used in that calculation are presented in Note G to the Consolidated Financial Statements. At April 30, 2003, the discount rate was 6.2% compared to 7.3% at April 30, 2002, which reflects the decline in long-term interest rates. The expected return on plan assets is 8.0%, which is consistent with fiscal year 2002. The rate of increase in compensation levels is 4.0% for the period ended April 30, 2003, unchanged from the prior year.

The fair value of plan assets at April 30, 2003 was $27.9 million compared to $27.1 million at April 30, 2002. The Company’s underfunded amount for the difference between the projected benefit obligation and plan assets increased to $20 million from $7.4 million in fiscal 2002. As a result, and in conjunction with the decrease in the discount rate, the Company expects pension expense for its defined benefit plans to increase from $3.0 million in fiscal 2003 to $5.4 million in fiscal 2004.

PROMOTIONAL DISPLAYS. The Company invests in product displays in order to promote the sale of its products and services. The investment is carried at cost less applicable amortization. Amortization is provided by the straight-line method on an individual display basis over the estimated period of economic benefit, approximately 30 months. The estimated period of economic benefit is based on historical experience. The Company believes that the estimated period of economic benefit provides an accurate reflection of the value of displays as of the date of the balance sheet.

American Woodmark Corporation 15 2003 Annual Report Recent Accounting Pronouncements

In November 2002, the FASB issued Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which addresses the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees and other types of guarantees that are not subject to the initial recognition and measurement provisions, such as product warranties. The Company adopted the Interpretation No. 45 during the third quarter of fiscal 2003. The adoption of Interpretation No. 45 had no impact on the Company’s financial position or results of operations. (See Note I to the Consolidated Financial Statements.)

In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities,” which clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” FIN 46 requires that a Company that has a controlling financial interest in a variable interest entity consolidate the assets, liabilities and results of operations of the variable interest entity in the Company’s consolidated financial statements. The Company believes that FIN 46 will have no impact on the Company’s consolidated financial statements. The Company will be required to adopt this statement as of August 1, 2003.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure,” which amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition to Statement 123’s fair value method of accounting for stock-based compensation. Statement 148 also amends the disclosure provisions of Statement 123 and APB Opinion No. 25, to require disclosure in the summary of significant accounting policies of the effects of an entity’s accounting policy with respect to stock- based employee compensation on reported net income and earnings per share. SFAS No. 148 does not amend SFAS No. 123 to require companies to account for stock options using the fair value method. SFAS No. 148 does require all companies to adopt the disclosure provisions. The Company has adopted the disclosure provisions.

Legal Matters

The Company is involved in various suits and claims in the normal course of business which include claims against the Company pending before the Equal Employment Opportunity Commission. Although management believes that such suits and EEOC claims are without merit and intends to vigorously contest them, the ultimate outcome of these matters cannot be determined at this time. In the opinion of management, after consultation with counsel, the ultimate liabilities and losses, if any, that may result from suits and claims involving the Company will not have any material adverse effect on the Company’s operating results or financial position.

Dividends Declared

On May 28, 2003, the Board of Directors approved a $.05 per share cash dividend on its Common Stock. The cash dividend was paid on June 26, 2003, to shareholders of record on June 12, 2003.

16 American Woodmark Corporation 2003 Annual Report Quarterly Results of Operations (Unaudited)

FY 2003 07/31/02 10/31/02 01/31/03 04/30/03

(in thousands, except share amounts) Net sales $137,468 $144,972 $ 136,684 $ 144,341 Gross profit 35,764 35,282 30,370 31,325 Income before income taxes 15,295 15,107 11,108 12,384 Net income $ 9,254 $ 9,140 $ 6,757 $ 7,554 Earnings per share Basic $ 1.12 $ 1.12 $ 0.83 $ 0.93 Diluted $ 1.09 $ 1.09 $ 0.80 $ 0.91

FY 2002 07/31/01 10/31/01 01/31/02 04/30/02

(in thousands, except share amounts) Net sales $117,161 $125,760 $ 123,705 $ 132,419 Gross profit 30,294 31,407 31,857 35,119 Income before income taxes 12,173 13,162 12,676 15,102 Net income $ 7,385 $ 7,963 $ 7,669 $ 9,137 Earnings per share Basic $ 0.91 $ 0.98 $ 0.94 $ 1.11 Diluted $ 0.88 $ 0.95 $ 0.91 $ 1.07

American Woodmark Corporation 17 2003 Annual Report Consolidated Balance Sheets

APRIL 30

(in thousands, except per share data) 2003 2002

ASSETS Current Assets Cash and cash equivalants $ 15,512 $ 13,083 Customer receivables 40,615 32,246 Inventories 44,986 34,872 Prepaid expenses and other 5,073 2,741 Deferred income taxes 6,166 7,569

Total Current Assets 112,352 90,511

Property, plant and equipment 136,551 122,405 Promotional displays 12,004 16,160 Other assets 915 5,146 Intangible pension assets 906 —

$262,728 $234,222

LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts payable $ 26,850 $ 23,059 Accrued compensation and related expenses 26,704 25,888 Current maturities of long -term debt 932 3,218 Accrued marketing expenses 4,321 5,627 Other accrued expenses 4,991 6,605

Total Current Liabilities 63,798 64,397

Long -term debt, less current maturities 19,016 14,398 Deferred income taxes 8,428 9,556 Long -term pension liabilities 9,960 238 Other long -term liabilities 1,427 464 Shareholders ’ Equity Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued Common stock, no par value; 20,000,000 shares authorized; issued and outstanding shares: 8,080,098 -2003; 8,271,496 -2002; 33,999 33,072 Retained earnings 134,406 112,378 Accumulated Other Comprehensive Loss Minimum pension liability (7,704) — Unrealized loss on derivative contracts (602 ) (281 )

Total Other Comprehensive Loss (8,306) (281 )

Total Shareholders ’ Equity 160,099 145,169

$262,728 $234,222

See notes to consolidated financial statements.

18 American Woodmark Corporation 2003 Annual Report Consolidated Statements of Income and Retained Earnings

YEARS ENDED APRIL 30

(in thousands, except per share data) 2003 2002 2001

Net sales $ 563,466 $ 499,046 $404,134 Cost of sales and distribution 430,725 370,369 315,302

Gross Profit 132,741 128,677 88,832 Selling and marketing expense 55,157 50,442 41,034 General and administrative expenses 23,323 24,511 15,433

Operating Income 54,261 53,724 32,365 Interest expense 519 506 1,439 Other (income) expense (151 ) 103 152

Income before Income Taxes and Cumulative Effect of Accounting Change 53,893 53,115 30,774 Provision for income taxes 21,189 20,960 11,771

Income before Cumulative Effect of Accounting Change 32,704 32,155 19,003 Cumulative effect of accounting change, net of tax — — (1,583)

Net Income 32,704 32,155 17,420 Retained Earnings, Beginning of Year 112,378 85,101 69,716 Stock repurchases (9,041 ) (3,240) (423 ) Cash dividends (1,635 ) (1,638) (1,612)

Retained Earnings, End of Year $ 134,406 $ 112,378 $ 85,101

SHARE INFORMATION Earnings per share Before cumulative effect of change in accounting principle Basic $ 4.00 $ 3.93 $ 2.36 Diluted 3.89 3.81 2.34 After cumulative effect of change in accounting principle Basic $ 4.00 $ 3.93 $ 2.16 Diluted 3.89 3.81 2.14 Cash dividends per share .20 .20 .20

See notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

YEARS ENDED APRIL 30

(in thousands, except per share data) 2003 2002 2001

Net income $ 32,704 $ 32,155 $ 17,420 Other Comprehensive Income (Loss): Unrealized loss on derivative contracts, net of income tax benefit of $208 and $183 for fiscal years 2003 and 2002, respectively (321) (281 ) — Minimum pension liability adjustment, net of income tax benefit of $4,988 in 2003 (7,704) — —

Comprehensive Income $ 24,679 $ 31,874 $ 17,420

See notes to consolidated financial statements.

American Woodmark Corporation 19 2003 Annual Report Consolidated Statements of Cash Flows

YEARS ENDED APRIL 30

(in thousands) 2003 2002 2001

OPERATING ACTIVITIES Net income $ 32,704 $ 32,155 $ 17,420 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting principle — — 1,583 Provision for depreciation and amortization 27,717 23,792 19,635 Net loss on disposal of property, plant and equipment 161 141 22 Deferred income taxes 3,825 (337 ) 2,187 Other non -cash items 1,043 1,668 2,316 Changes in operating assets and liabilities: Customer receivables (8,796 ) (2,880) (1,959) Inventories (10,635 ) (5,067) (4,183) Other assets (8,238 ) (13,296 ) (14,660 ) Accounts payable 3,791 6,021 (2,462) Accrued compensation and related expenses 816 9,619 1,115 Other (3,207 ) 1,634 477

Net Cash Provided by Operating Activities 39,181 53,450 21,491

INVESTING ACTIVITIES Payments to acquire property, plant and equipment (28,918 ) (39,829 ) (17,445 ) Proceeds from sales of property, plant and equipment 39 27 26

Net Cash Used in Investing Activities (28,879 ) (39,802 ) (17,419 )

FINANCING ACTIVITIES Payments of long -term debt (5,568 ) (20,778 ) (123,698) Proceeds from long -term borrowings 8,350 19,007 118,750 Common stock issued through stock option plans 824 4,674 512 Repurchase of common stock (9,844 ) (3,544) (493 ) Dividends paid (1,635 ) (1,638) (1,612)

Net Cash Used in Financing Activities (7,873 ) (2,279) (6,541)

Increase (Decrease) in Cash and Cash Equivalents 2,429 11,369 (2,469)

Cash and Cash Equivalents, Beginning of Year 13,083 1,714 4,183

Cash and Cash Equivalents, End of Year $ 15,512 $ 13,083 $ 1,714

See notes to consolidated financial statements.

20 American Woodmark Corporation 2003 Annual Report Notes To Consolidated Financial Statements

Note A—Significant Accounting Policies

The Company manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Company’s products are sold across the United States through a network of independent distributors and directly to home centers and major builders.

The following is a description of the Company’s significant accounting policies:

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

REVENUE RECOGNITION: Effective May 1, 2000, the Company changed its accounting for revenue recognition in accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”). Prior to the adoption of SAB 101, the Company recognized revenue on the date shipments were transferred to third-party carriers for delivery to the customer. After the change, the Company recognizes revenue when product is delivered to the customer and title has passed. Revenue is based on invoice price less allowances for sales returns, cash discounts and other deductions as required by current generally accepted accounting standards.

COST OF SALES AND DISTRIBUTION: The cost of sales and distribution includes all cost associated with the manufacture and distribution of the Company’s products including the costs of shipping and handling.

ADVERTISING COSTS: Advertising costs are expensed as incurred. Advertising expenses for fiscal years 2003, 2002, and 2001 were $11.0 million, $10.8 million, and $9.0 million, respectively.

CASH AND CASH EQUIVALENTS: Cash in excess of operating requirements is invested in short-term instruments which are carried at fair value (approximate cost). The Company considers all highly liquid short-term investments with maturity of three months or less when purchased to be cash equivalents.

INVENTORIES: Inventories are stated at lower of cost or market. Inventory costs were determined by the last-in, first-out (LIFO) method.

The LIFO cost reserve is determined in the aggregate for inventory and is applied as a reduction to inventories determined on the first-in, first- out method (FIFO). FIFO inventory cost approximates replacement cost.

PROMOTIONAL DISPLAYS: The Company’s investment in promotional displays is carried at cost less applicable amortization. Amortization is provided by the straight-line method on an individual display basis over 30 months (the estimated period of benefit).

PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is stated on the basis of cost less an allowance for depreciation. Depreciation is provided by the straight-line method over the estimated useful lives of the related assets, which range from 15 to 30 years for buildings and improvements and three to ten years for furniture and equipment. Assets under capital lease are amortized over the shorter of their estimated useful lives or term of the related lease.

FAIR VALUE OF FINANCIAL INSTRUMENTS: The carrying amounts of the Company’s cash and cash equivalents, customer receivables, accounts payable, and long-term debt approximate fair value. Refer to the Consolidated Statements of Comprehensive Income for the effect of interest rate swaps.

PENSIONS: The Company has two non-contributory defined pension benefit plans covering substantially all of the Company’s employees. The Company accounts for its defined benefit plans in accordance with FAS 87, “Employer’s Accounting for Pensions,” which requires amounts recognized in the financial statements to be determined on an actuarial basis. (See Note G to the Consolidated Financial Statements.)

American Woodmark Corporation 21 2003 Annual Report STOCK-BASED COMPENSATION: As permitted by Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” the Company has elected to continue using the intrinsic value method of accounting for stock options and has provided the additional required disclosures. SFAS No. 148, which amends SFAS No. 123, does not require companies to account for stock options using the fair value method; however, it does require all companies to adopt the disclosure provisions. (See Note F to the Consolidated Financial Statements.)

For the years ended April 30, 2003, 2002, and 2001, pro forma net income and earnings per share information required by SFAS No. 123 has been determined as if the Company had accounted for its stock options using the fair value method.

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting periods. The Company’s pro forma information follows:

(in thousands, except share amounts) 2003 2002 2001

Net income $32,704 $ 32,155 $ 19,003 Stock -based employee compensation expense (1,949) (1,364) (1,042) Pro forma net income before cumulative effect of change in accounting principle $30,755 $ 30,791 $ 17,961 Cumulative effect of change in accounting principle — — (1,583) Pro forma net income $30,755 $ 30,791 $ 16,378 Net income per common share: Net income before cumulative effect of change in accounting principle Basic 3.76 3.77 2.22 Diluted 3.66 3.65 2.21 Cumulative effect of change in accounting principle Basic — — (0.20 ) Diluted — — (0.20 )

To determine these amounts, the fair value of each stock option has been estimated on the date of the grant using a Black-Scholes option- pricing model. Significant assumptions used in this model include a dividend yield of 0.8% and the following:

2003 2002 2001

Expected volatility 0.514 0.509 0.475 Risk -free interest rates 4.60 % 5.20 % 5.50 % Expected life in years 6.0 6.0 6.0 Weighted -average fair value per share $32.13 $ 15.39 $ 9.76

NEW ACCOUNTING RULES: In November 2002, the FASB issued Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which addresses the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees and other types of guarantees that are not subject to the initial recognition and measurement provisions, such as product warranties. The Company adopted the Interpretation No. 45 during the third quarter of fiscal 2003. The adoption of Interpretation No. 45 had no impact on the Company’s financial position or results of operations. (See Note I to the Consolidated Financial Statements.)

22 American Woodmark Corporation 2003 Annual Report financial statements. The Company will be required to adopt this statement as of August 1, 2003.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure,” which amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition to Statement 123’s fair value method of accounting for stock-based compensation. Statement 148 also amends the disclosure provisions of Statement 123 and APB Opinion No. 25, to require disclosure in the summary of significant accounting policies of the effects of an entity’s accounting policy with respect to stock- based employee compensation on reported net income and earnings per share. SFAS No. 148 does not amend SFAS No. 123 to require companies to account for stock options using the fair value method; however, it does require all companies to adopt the disclosure provisions. The Company has adopted the disclosure provisions.

USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS: Certain prior years’ amounts have been reclassified to conform to the current year’s presentation.

Note B—Customer Receivables

The components of customer receivables were:

APRIL 30

(in thousands) 2003 2002

Gross customer receivables $45,564 $ 36,872 Less: Allowance for bad debt (726 ) (799 ) Allowance for returns and discounts (4,223) (3,827)

Net customer receivables $40,615 $ 32,246

Note C—Inventories

The components of inventories were:

APRIL 30

(in thousands) 2003 2002

Raw materials $17,221 $ 11,971 Work -in -process 30,058 23,021 Finished goods 6,695 6,663

Total FIFO inventories 53,974 41,655 Reserve to adjust inventories to LIFO value (8,988) (6,783)

Total inventories $44,986 $ 34,872

American Woodmark Corporation 23 2003 Annual Report Note D—Property, Plant and Equipment

The components of property, plant and equipment were:

APRIL 30

(in thousands) 2003 2002

Land $ 1,956 $ 1,506 Buildings and improvements 65,178 39,782 Buildings and improvements —capital leases 9,153 9,153 Machinery and equipment 143,840 112,397 Machinery and equipment —capital leases 334 334 Construction in progress 841 31,732

221,302 194,904 Less allowance for depreciation (84,751 ) (72,499 )

Total $136,551 $122,405

Depreciation expense amounted to $14,572,000, $11,347,000 and $10,727,000 in fiscal 2003, 2002, and 2001, respectively.

Note E—Loans Payable and Long-Term Debt

Maturities of long-term debt are as follows:

FISCAL YEARS ENDING APRIL 30

2009 and Total Thereafter Outstanding (in thousands) 2004 2005 2006 2007 2008

Revolving credit facility $ — $ — $ — $ — $ — $ — $ — Term credit facility — — — 10,000 — — 10,000 Term loans 292 313 334 357 381 5,495 7,172 Capital lease obligations 640 675 711 750 — — 2,776

Total $ 932 $ 988 $1,045 $11,107 $ 381 $ 5,495 $ 19,948

Less current maturities $ 932

Total long -term debt $ 19,016

The Company’s primary loan agreement provides for a five-year, $35 million revolving credit facility and a $10 million, five-year term credit facility which expire on May 31, 2006. Borrowings under the credit facilities bear interest at the LIBOR rate (1.3% at April 30, 2003) plus a spread (0.50% at April 30, 2003) based on Total Funded Debt to earnings, before deduction of interest and taxes, plus depreciation and amortization (EBITDA). Funded debt is the total of senior debt, letter of credit obligations, stockholder debt, subordinated debt, and the value of all capitalized and synthetic leases. The Company has no synthetic leases. The Company incurs a fee for amounts not used under the revolving credit facility. The non-usage fee is included in interest expense and amounts to 0.2% of the amount not borrowed. The interest rate on the five-year term loan has been fixed at 6.0% via an interest rate swap. The Company employs a straight-forward interest rate swap agreement. Any unrealized gain or loss associated with the swap agreement is accounted for as other comprehensive income. As of April 30, 2003, the fair value of the swap was $932,000 and is classified as a long-term liability. The Company does not invest, trade, or otherwise speculate in any derivatives or similar type financial instruments.

In November 2002, the Company entered into a loan agreement with the Perry, Harlan, Leslie, Breathitt Regional Industrial Authority (a.k.a. Hazard, KY Regional Authority) as part of the Company’s capital investment and operations at the Hazard, Kentucky, site. This debt facility is a $6 million term loan, which

24 American Woodmark Corporation 2003 Annual Report expires November 13, 2017, bearing interest at a fixed rate of 2%. It is secured by a mortgage on the manufacturing facility constructed in Hazard, Kentucky. The loan requires annual debt service payments consisting of principal and interest with a fixed balloon payment of $1.6 million at loan expiration.

On April 30, 2003, term loans of $7.2 million were outstanding. The interest-bearing term loans bore a weighted average interest rate of 2.6% on April 30, 2003.

The average interest rate on the Company’s capital lease obligations was 5.4% on April 30, 2003. These obligations mature at various times through 2007.

The Company’s loan agreements limit the amount and type of indebtedness the Company can incur and require the Company to maintain specified financial ratios measured on a quarterly basis. Certain of the Company’s fixed assets are pledged as collateral under the term loan agreements and capital lease arrangements. The Company was in compliance with all covenants contained in its loan agreements at April 30, 2003.

Interest paid was $1,074,000, $1,128,000, and $1,793,000, during fiscal 2003, 2002, and 2001, respectively. Net amounts to be received or paid under interest rate swap agreements are accrued as an adjustment to interest expense.

Interest capitalized was $579,000, $659,000, and $342,000, during fiscal 2003, 2002, and 2001, respectively.

Note F—Shareholders’ Equity

COMMON STOCK

Transactions affecting Common Stock were as follows:

SHARES AMOUNT OUTSTANDING (in thousands)

Balance at April 30, 2000 8,010,427 $ 22,896 Stock options exercised 33,197 512 Stock issued to AWSOP 58,469 1,074 Stock repurchases (23,000 ) (70 )

Balance at April 30, 2001 8,079,093 24,412 Stock options exercised 245,195 7,802 Stock issued to AWSOP 30,208 1,162 Stock repurchases (83,000 ) (304 )

Balance at April 30, 2002 8,271,496 33,072 Stock options exercised 30,551 1,122 Stock issued to AWSOP 17,051 790 Stock repurchases (239,000 ) (985 )

Balance at April 30, 2003 8,080,098 $ 33,999

EMPLOYEE STOCK OWNERSHIP PLAN

In fiscal 1990, the Company instituted the American Woodmark Stock Ownership Plan (AWSOP). Under this plan, all employees over the age of 18 who have been employed by the Company for a minimum of six months are eligible to receive company stock through a profit sharing contribution and a 401(k) matching contribution based upon the employee’s contribution to the plan.

Profit sharing contributions are 3% of after tax earnings, calculated on a quarterly basis and distributed equally to all employees eligible to participate in the plan. The Company recognized expenses for profit sharing contributions of $1,029,000, $900,000, and $566,000, in fiscal 2003, 2002, and 2001, respectively.

The Company matches 401(k) contributions in the amount of 50% of an employee’s contribution to the plan up to 4% of base salary for an effective maximum Company contribution of 2% of base salary. The expense for 401(k) matching contributions for this plan was $1,032,000, $758,000, and $753,000, in fiscal 2003, 2002, and 2001, respectively.

STOCK OPTIONS

In August 1999, shareholders approved a stock option plan for key employees of the Company. Under the plan, up to 1,000,000 shares of Common Stock may be granted as options, with the term of options granted not exceeding ten years. Options granted are subject to vesting conditions and other requirements prescribed by a participant’s stock option agreement. Options vest over three years on a straight-line basis.

In August 2000, shareholders approved a stock option plan for non-employee directors. Under the 2000 plan, up to 30,000 shares of Common Stock may be granted as options, with each non-employee director receiving an option to purchase 1,000 shares on the anniversary date of the plan. Outstanding options under the plan are exercisable in annual cumulative increments of 33.33% of options granted beginning one year after the date of grant and must be exercised within 12 months after cumulative increments exercisable equal 100% of options granted, at which time options expire.

The Company has adopted the disclosure only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure,” which amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition to Statement 123’s fair value method of accounting for stock-based

American Woodmark Corporation 25 2003 Annual Report compensation. Statement 148 also amends the disclosure provisions of Statement 123 and APB Opinion No. 25, to require disclosure in the summary of significant accounting policies of the effects of an entity’s accounting policy with respect to stock-based employee compensation on reported net income and earnings per share. SFAS No. 148 does not amend SFAS No. 123 to require companies to account for stock options using the fair value method; however, it does require all companies to adopt the disclosure provisions. Since the exercise price for all options granted is the fair market value of the Company’s stock on the date of grant no compensation cost has been recognized for the stock option plans.

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting periods. The Company’s pro forma information follows:

YEARS ENDED APRIL 30

(in thousands, except share amounts) 2003 2002 2001

2003 2002 2001

Expected volatility 0.514 0.509 0.475 Risk -free interest rates 4.60 % 5.20 % 5.50 % Expected life in years 6.0 6.0 6.0 Weighted -average fair value per share $32.13 $ 15.39 $ 9.76

26 American Woodmark Corporation 2003 Annual Report The following table summarizes stock option activity and related information under the stock option plans for the fiscal years ended April 30:

2003 2002 2001

Outstanding at beginning of year 737,205 837,267 647,800 Granted 179,000 162,390 274,000 Exercised (34,741 ) (250,285 ) (35,933 ) Expired or cancelled (12,167 ) (12,167 ) (48,600 )

Outstanding at April 30 869,297 737,205 837,267

Exercisable at April 30 509,419 369,154 456,423 Available for future issuance at April 30 555,196 717,696 863,496

Weighted average exercise prices (in dollars): Outstanding at beginning of year $ 23.92 $ 21.01 $ 21.55 Granted 63.28 30.84 19.93 Exercised 23.70 18.68 12.35 Expired or cancelled 23.70 23.60 28.45 Outstanding at April 30 31.79 23.92 21.01 Exercisable at April 30 $ 23.20 $ 22.80 $ 16.52

The following table summarizes information about stock options outstanding at April 30, 2003 [remaining lives (in years) and exercise prices are weighted-averages]:

OPTIONS OUTSTANDING OPTIONS EXERCISABLE

Remaining Life Exercise Price Exercise Price OPTION PRICE PER SHARE Options Options

$5.25 -$6.50 38,450 3.2 $ 5.55 38,450 $ 5.55 $9.25 -$13.13 37,500 3.9 12.87 37,500 12.87 $15.56 -$18.94 206,645 5.6 17.55 162,000 17.27 $21.72 -$29.86 309,412 7.2 26.81 172,279 26.25 $37.81 -$47.54 101,500 6.2 38.35 97,033 37.93 $51.20 -$63.80 175,790 9.1 63.26 2,156 56.86

American Woodmark Corporation 27 2003 Annual Report EARNINGS PER SHARE

The following table summarizes the computations of basic and diluted earnings per share:

FISCAL YEARS ENDED APRIL 30

(in thousands, except share amounts) 2003 2002 2001

Numerator used in basic and diluted earnings per common share: Net income $ 32,704 $ 32,155 $ 17,420 Denominator: Denominator for basic earnings per common share -weighted average shares 8,173 8,173 8,057 Effect of dilutive securities: Stock options 227 263 87

Denominator for diluted earnings per common share -weighted average shares and assumed conversions 8,400 8,436 8,144

Earnings per common share Before cumulative effect of change in accounting principle Basic $ 4.00 $ 3.93 $ 2.36 Diluted $ 3.89 $ 3.81 $ 2.34 After cumulative effect of change in accounting principle Basic $ 4.00 $ 3.93 $ 2.16 Diluted $ 3.89 $ 3.81 $ 2.14

Note G—Pension Benefits

The following information is disclosed in accordance with the requirements of SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” which the Company adopted in 1999. The Company has two defined benefit plans covering virtually all of the Company’s employees.

PENSION BENEFITS

(in thousands) 2003 2002

CHANGE IN BENEFIT OBLIGATION Benefit obligation at beginning of year $ 34,430 $27,528 Service cost 2,083 1,602 Interest cost 2,483 2,084 Amendments 441 31 Actuarial losses 9,347 3,851 Benefits paid (903 ) (666 )

Benefit obligation at end of year $ 47,881 $34,430

CHANGE IN PLAN ASSETS Fair value of plan assets at beginning of year $ 27,067 $24,861 Actual return on plan assets (1,173 ) (584 ) Company contributions 2,887 3,456 Benefits paid (903 ) (666 )

Fair value of plan assets at end of year $ 27,878 $27,067

Funded status of the plans $ (20,003 ) $ (7,363 ) Unamortized prior service cost 906 544 Unrecognized net actuarial loss 21,189 8,975

Prepaid benefit cost $ 2,092 $ 2,156

AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS Prepaid benefit cost $ — $ 4,158 Accrued benefit liability (11,506 ) (2,002 ) Intangible asset 906 — Accumulated other comprehensive income 12,692 —

Net amount recognized $ 2,092 $ 2,156

WEIGHTED -AVERAGE ASSUMPTIONS AS OF APRIL 30 Discount rate 6.20 % 7.30 % Expected return on plan assets 8.0 % 8.0 % Rate of compensation increase 4.0 % 4.0 %

As of April 30, 2003, the Company’s defined benefit plans had a projected benefit obligation of $47.9 million and an accumulated benefit obligation of $39.4 million which exceeded the plan assets of $27.9 million. As of April 30, 2002, the projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for one of the Company’s pension plans with

28 American Woodmark Corporation 2003 Annual Report accumulated benefit obligation in excess of plan assets were $23.1 million, $17.4 million, and $15.5 million, respectively.

As a result of large unrecognized losses and changes in assumptions, the Company’s pension expense is expected to increase from $3.0 million in fiscal 2003 to $5.4 million in fiscal 2004.

PENSION BENEFITS

(in thousands) 2003 2002 2001

COMPONENTS OF NET PERIODIC BENEFIT COST Service cost $ 2,083 $ 1,602 $ 1,402 Interest cost 2,483 2,084 1,916 Expected return on plan assets (2,132) (1,965 ) (1,918) Amortization of the unrecognized transition obligation — 8 75 Amortization of prior service cost 79 97 109 Recognized net actuarial loss 438 63 —

Benefit cost $ 2,951 $ 1,889 $ 1,584

Note H—Income Taxes

The provision for income taxes on income before the cumulative effect of accounting change was comprised of the following:

FISCAL YEARS ENDED APRIL 30

(in thousands) 2003 2002 2001

Current provision Federal $ 14,144 $ 18,213 $ 8,406 State 3,220 3,084 1,178

Total current provision 17,364 21,297 9,584

Deferred provision (benefit) Federal 3,709 (289 ) 1,927 State 116 (48 ) 260

Total deferred provision (benefit) 3,825 (337 ) 2,187

Total provision $ 21,189 $ 20,960 $ 11,771

The Company’s effective income tax rate varied from the federal statutory rate as follows:

FISCAL YEARS ENDED APRIL 30

2003 2002 2001

Federal statutory rate 35.0 % 35.0 % 35.0 % Permanent differences .1 — — State income taxes, net of federal tax effect 4.2 4.5 3.3

Effective income tax rate 39.3 % 39.5 % 38.3 %

Income taxes paid were $20,262,000, $18,293,000, and $9,235,000 for fiscal years 2003, 2002, and 2001, respectively.

The significant components of deferred tax assets and liabilities were as follows:

APRIL 30

(in thousands) 2003 2002

Deferred tax assets Accounts receivable $ 3,146 $3,882 Employee benefits 2,248 1,398 Product liability 1,201 1,168 Pension liability 3,969 182 Other 475 137

Total 11,039 6,767 Deferred tax liabilities Depreciation 11,782 7,501 Inventory 921 869 Other 598 384

Total 13,301 8,754 Net deferred tax liability $ 2,262 $1,987

Note I—Commitments and Contingencies

LEGAL MATTERS

The Company is involved in various suits and claims in the normal course of business which include claims against the Company pending before the Equal Employment Opportunity Commission. Although management believes that such suits and EEOC claims are without merit and intends to vigorously contest them, the ultimate outcome of these matters cannot be determined at this time. In the opinion of management, after consultation with counsel, the ultimate liabilities and losses, if any, that may result from suits and claims involving the Company will not have a material adverse effect on the Company’s results of operations or financial position.

American Woodmark Corporation 29 2003 Annual Report LEASE AGREEMENTS

The Company leases five office buildings, a manufacturing building, ten service centers and certain equipment. Total rental expenses amounted to approximately $6,286,000, $5,397,000, and $4,840,000, in fiscal 2003, 2002, and 2001, respectively. Minimum rental commitments as of April 30, 2003, under noncancelable leases are as follows:

OPERATING CAPITAL FISCAL YEAR

(in thousands) 2004 2,789 780 2005 1,756 780 2006 1,335 780 2007 313 780 2008 39 2009 (and thereafter) 16

$ 6,248 $ 3,120

Less amounts representing interest (344 )

Total obligation under capital lease $ 2,776

RELATED PARTIES

During fiscal 1985, prior to becoming a publicly held corporation, the Company entered into an agreement with a partnership formed by certain executive officers of the Company to lease an office building constructed and owned by the partnership. The lease term has three remaining years with one five -year renewal period available at the Company’s option. Under this agreement, rental expense was $409,000, $406,000, and $398,000, in fiscal 2003, 2002, and 2001, respectively. Rent during the remaining term of approximately $415,000 annually (included in the above table) is subject to adjustment based upon changes in the Consumer Price Index.

PRODUCT WARRANTY

The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within three months of the original shipment date.

The following is a reconciliation of the Company’s warranty liability:

(in thousands) 2003 2002

PRODUCT WARRANTY RESERVE Beginning balance $ 3,026 $ 2,645 Accrual for warranties 12,898 11,924 Settlements (12,791 ) (11,543 )

Ending balance at fiscal year end $ 3,133 $ 3,026

Note J—Other Information

Credit is extended to customers based on an evaluation of the customer’s financial condition and generally collateral is not required. The Company’s customers operate in the new home construction and home remodeling markets. At April 30, 2003, the Company’s two largest customers, Customers A and B, represented 19.1% and 34.1% of the Company’s customer receivables, respectively. At April 30, 2002, Customers A and B, represented 32.5% and 20.3% of the Company’s customer receivables, respectively.

The following table summarizes the percentage of sales to the Company’s two largest customers for the last three fiscal years:

PERCENT OF ANNUAL SALES

2003 2002 2001

Customer A 36.8 42.3 42.1 Customer B 26.5 21.0 17.8

The Company maintains an allowance for bad debt based upon management’s evaluation and judgment of potential net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions, and of customers’ current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.

30 American Woodmark Corporation 2003 Annual Report Management’s Report

The accompanying consolidated financial statements, which include the notes thereto, are the responsibility of and have been prepared by the management of American Woodmark. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and necessarily include some amounts that are based on management’s best estimates and judgments. Financial information throughout this annual report is consistent with the consolidated financial statements.

The Company maintains a system of internal accounting controls designed to provide reasonable assurance that transactions are properly recorded, that policies and procedures are adhered to and that assets are adequately safeguarded. The system of internal controls is supported by written policies and guidelines, an organizational structure designed to ensure appropriate segregation of responsibilities and selection and training of qualified personnel.

To ensure that the system of internal controls operates effectively, management and the internal audit staff review and monitor internal controls on an ongoing basis. In addition, as part of the audit of the consolidated financial statements, the Company’s independent auditors evaluate selected internal accounting controls to establish a basis for reliance thereon in determining the nature, timing and extent of audit tests to be performed. The Company believes its system of internal controls is adequate to accomplish the intended objectives, and continues its efforts to further improve those controls.

The Audit Committee of the Board of Directors, which is composed entirely of non-management Directors, oversees the Company’s financial reporting and internal control functions. The Audit Committee meets periodically and separately with Company management, the internal audit staff, and the independent auditors to ensure these parties are fulfilling their obligations and to discuss auditing, internal control and financial reporting matters. The Audit Committee reports its findings to the Board of Directors. The independent auditors and the internal audit staff have unrestricted access to the Audit Committee.

James J. Gosa President and Chief Executive Officer

Kent B. Guichard Senior Vice President, Finance and Chief Financial Officer

American Woodmark Corporation 31 2003 Annual Report Report of Ernst & Young LLP, Independent Auditors

SHAREHOLDERS AND BOARD OF DIRECTORS, AMERICAN WOODMARK CORPORATION

We have audited the accompanying consolidated balance sheets of American Woodmark Corporation as of April 30, 2003 and April 30, 2002, and the related consolidated statements of income and retained earnings, comprehensive income, and cash flows for each of the three years in the period ended April 30, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Woodmark Corporation at April 30, 2003 and April 30, 2002, and the consolidated results of their operations and their cash flows for each of the three years in the period ended April 30, 2003, in conformity with accounting principles generally accepted in the United States.

Richmond, Virginia May 28, 2003

32 American Woodmark Corporation 2003 Annual Report Directors and Executive Officers

David L. Blount Senior Vice President, Manufacturing

William F. Brandt, Jr. Chairman of the Board

Daniel T. Carroll Director; Chairman The Carroll Group A Management Consulting Firm

Martha M. Dally Director; Senior Vice President, Business Development Sara Lee Apparel, Europe

James G. Davis Director; President & CEO James G. Davis Construction Corporation

Neil P. DeFeo Director; Chairman, CEO & President Remington Products Company

James J. Gosa Director; President and Chief Executive Officer

Fred S. Grunewald Director; Operating Partner Kier Group Holding, LLC

Kent B. Guichard Director; Senior Vice President, Finance and Chief Financial Officer; Corporate Secretary

Kent J. Hussey Director; President and Chief Operating Officer Rayovac Corporation

G. Thomas McKane Director; President and CEO A.M. Castle & Co.

Ian J. Sole Senior Vice President, Sales and Marketing

C. Anthony Wainwright Director; Vice Chairman Arnold Worldwide

Corporate Information

ANNUAL MEETING The Annual Meeting of Shareholders of American Woodmark Corporation will be held on August 28, 2003, at 9:00 a.m. at the Hampton Inn Conference Center at 1204 Berryville Avenue in Winchester, Virginia.

ANNUAL REPORT ON FORM 10-K A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2003, may be obtained free of charge by writing:

Kent Guichard Senior Vice President, Finance and Chief Financial Officer American Woodmark Corporation PO Box 1980 Winchester, VA 22604-8090

CORPORATE HEADQUARTERS American Woodmark Corporation 3102 Shawnee Drive Winchester, VA 22601-4208 (540) 665-9100

MAILING ADDRESS PO Box 1980 Winchester, VA 22604-8090

TRANSFER AGENT American Stock Transfer & Trust Company (800) 937-5449

SHAREHOLDER INQUIRIES Investor Relations American Woodmark Corporation 3102 Shawnee Drive Winchester, VA 22601-4208 (540) 665-9100

American Woodmark Corporation 33 2003 Annual Report [GRAPHIC OF CABINET APPEARS HERE]

American Woodmark Corporation

3102 Shawnee Drive Winchester, Virginia 22601-4208

(540) 665-9100 (540) 665-9176 Fax www.americanwoodmark.com Exhibit 21

Subsidiaries of the Registrant

Listed below are the subsidiaries of the Company, each of which is in the consolidated financial statements of the Company, and the percentage of ownership by the Company.

Name of Subsidiary Jurisdiction of Incorporation Securities Ownership

Amende Cabinet Corporation Virginia 100%

Exhibit 23

Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form 10-K) of American Woodmark Corporation of our report dated May 28, 2003, included in the 2003 Annual Report to Shareholders of American Woodmark Corporation.

Our audits also included the financial statement schedule of American Woodmark Corporation listed in Item 15(a). This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-12631) pertaining to the American Woodmark Corporation 1995 Non-Employee Directors Stock Option Plan, the Registration Statement (Form S-8 No. 333-12623) pertaining to the American Woodmark Corporation 1996 Stock Option Plan for Employees, the Registration Statement (Form S-8 No. 333-41900) pertaining to the American Woodmark Corporation 1999 Stock Option Plan for Employees and the Registration Statement (Form S-8 No. 333- 68434) pertaining to the American Woodmark Corporation 2000 Non-Employee Directors Stock Option Plan of our report dated May 28, 2003, with respect to the consolidated financial statements of American Woodmark Corporation, incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule of American Woodmark Corporation, included in this Annual Report (Form 10-K) of American Woodmark Corporation, for the fiscal year ended April 30, 2003.

Richmond, Virginia July 10, 2003

Exhibit 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the American Woodmark Corporation (the “Company”) Annual Report on Form 10-K for the period ended April 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James J. Gosa, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of

the Company.

Date: July 14, 2003 /s/ J AMES J. G OSA

James J. Gosa President and Chief Executive Officer Exhibit 99.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the American Woodmark Corporation (the “Company”) Annual Report on Form 10-K for the period ended April 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kent B. Guichard, Senior Vice President, Finance and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that, to the best of my knowledge:

(3) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(4) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of

the Company.

Date: July 14, 2003 /s/ K ENT B. G UICHARD

Kent B. Guichard Senior Vice President, Finance and Chief Financial Officer

End of Filing