FLEETWOOD ENTERPRISES INC/DE/
10-Q, 1995-03-08
MOTOR HOMES
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                                  FORM 10-Q


                      SECURITIES AND EXCHANGE COMMISSION


                            WASHINGTON, DC   20549



               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


    X               OF THE SECURITIES EXCHANGE ACT OF 1934


               For the quarterly period ended January 29, 1995



              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)



______              OF THE SECURITIES EXCHANGE ACT OF 1934



          For the transition period from ___________ to ___________



                        Commission File Number 1-7699



                         FLEETWOOD ENTERPRISES, INC.

            (Exact name of registrant as specified in its charter)


      Delaware                            95-1948322

_______________________       ______________________________________________

(State or other jurisdiction of           (IRS Employer

incorporation or organization)      Identification Number)


3125 Myers Street, Riverside, California  92503-5527

____________________________________________________________________________

(Address of principal executive offices)        (Zip code)



Registrant's telephone number, including area code          (909) 351-3500


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     X      No _____


Indicate the number of shares outstanding of each of the issuer's classes of

Common stock as of the close of the period covered by this report.


Class                               Outstanding at January 29, 1995

_________________________           _________________________________________


Common stock, $1 par value    46,037,542 shares


Preferred share purchase rights                 --




                          CONDENSED FINANCIAL STATEMENTS



      The following unaudited interim condensed financial statements have been


prepared by the Company pursuant to the rules and regulations of the


Securities and Exchange Commission.  Such financial statements have been


reviewed by Arthur Andersen LLP in accordance with standards established by


the American Institute of Certified Public Accountants.  As indicated in their


report included herein, Arthur Andersen LLP does not express an opinion on


these statements.



      Certain information and note disclosures normally included in annual


financial statements prepared in accordance with generally accepted accounting


principles have been condensed or omitted pursuant to those rules and


regulations, although the Company believes that the disclosures made are


adequate to make the information presented not misleading.  In the Company's


opinion, the statements reflect all adjustments (which include only normal


recurring adjustments) necessary to present fairly the results of operations


for the periods ending January 29, 1995 and January 23, 1994 and the balances


as of January 29, 1995 and April 24, 1994.  It is suggested that these


condensed financial statements be read in conjunction with the financial


statements and the notes thereto included in the Company's latest annual


report on Form 10-K.



                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the board of directors and shareholders of Fleetwood Enterprises, Inc.:



      We have reviewed the accompanying condensed consolidated balance sheet

of FLEETWOOD ENTERPRISES, INC. (a Delaware Corporation) and subsidiaries as of

January 29, 1995, and the related condensed consolidated statements of income

for the thirteen and forty week periods ended January 29, 1995, and for the

thirteen and thirty-nine week periods ended January 23, 1994, the condensed

consolidated statements of  cash flows for the forty and thirty-nine week

periods ended January 29, 1995 and January 23, 1994, respectively, and the

condensed consolidated statement of changes in shareholders' equity for the

forty week period ended January 29, 1995.  These condensed consolidated

financial statements are the responsibility of the Company's management.


      We conducted our review in accordance with standards established by the

American Institute of Certified Public Accountants.  A review of interim

financial information consists principally of applying analytical procedures

to the financial data and making inquiries of persons responsible for

financial and accounting matters.  It is substantially less in scope than an

audit conducted in accordance with generally accepted auditing standards, the

objective of which is the expression of an opinion regarding the financial

statements taken as a whole.  Accordingly, we do not express such an opinion.


      Based on our review, we are not aware of any material modifications that

should be made to the condensed consolidated financial statements referred to

above for them to be in conformity with generally accepted accounting

principles.


      We have previously audited, in accordance with generally accepted

auditing standards, the consolidated balance sheet of Fleetwood Enterprises,

Inc. and subsidiaries as of April 24, 1994, and the related consolidated

statements of income, cash flows and changes in shareholders' equity for the

year then ended (not presented herein) and, in our report dated June 23, 1994

we expressed an unqualified opinion on those consolidated financial

statements.  In our opinion, the information set forth in the accompanying

condensed consolidated balance sheet as of April 24, 1994, is fairly stated,

in all material respects, in relation to the consolidated balance sheet from

which it has been derived.





                                          ARTHUR ANDERSEN LLP




Orange County, California

February 28, 1995


<TABLE>

                FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                 (Amounts in thousands except per share data)

                                 (UNAUDITED)


                            Thirteen     Thirteen      Forty       Thirty-nine

                             Weeks         Weeks        Weeks        Weeks

                             Ended         Ended        Ended        Ended

                            Jan. 29,     Jan. 23,     Jan. 29,      Jan. 23,

                              1995         1994         1995          1994

<S>                        <C>          <C>         <C>          <C>

OPERATING REVENUES:

   Manufacturing sales     $648,248      $538,811   $2,101,351   $1,625,855

   Finance interest income   13,177         9,812       34,793       27,640

                            -------       -------      -------      -------

                            661,425       548,623    2,136,144    1,653,495

COSTS AND EXPENSES:

   Cost of products sold    534,175       445,074    1,714,510    1,331,569

   Operating expenses        93,053        79,815      296,421      242,544

   Finance interest expense   6,255         4,133       15,424       11,651

                            -------       -------      -------      -------

                            633,483       529,022    2,026,355    1,585,764


   Operating income          27,942        19,601      109,789       67,731


OTHER INCOME (EXPENSE):


   Investment income          3,835         1,893        8,372        7,373

   Interest expense          (1,180)         (698)      (3,024)      (1,893)

   Other                       (339)          (74)        (531)         520

                              -----         -----        -----        -----

                              2,316         1,121        4,817        6,000


 Income before provision for

  income taxes and cumulative

  effect of accounting

  change                     30,258        20,722      114,606       73,731


 Provision for

  income taxes              (12,116)       (9,091)     (46,528)     (30,479)


 Minority interest in net

  loss of subsidiary            138           481          663        1,061


 Income before cumulative effect

  of accounting change       18,280        12,112       68,741       44,313


 Cumulative effect of change

  in accounting for

  income taxes                   --            --           --       (1,500)


  Net income                $18,280       $12,112      $68,741      $42,813


 Income per share before

  cumulative effect of

  accounting change            $.39          $.26        $1.48         $.96


 Cumulative effect of change

  in accounting for

  income taxes                   --            --           --         (.03)


 Net income per Common

  and equivalent share         $.39          $.26        $1.48         $.93



 Dividends declared

  per share of Common

  stock outstanding            $.14         $.125         $.42        $.375


 Common and equivalent

  shares outstanding         46,379        46,245       46,507       46,151




                    See accompanying notes to financial statements.



               FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES

                  CONSOLIDATED BALANCE SHEETS (CONDENSED)

                           (Amounts in thousands)


                                 ASSETS


                                        January 29,       April 24,

                                           1995             1994

                                       (Unaudited)

<S>                                     <C>                <C>

Cash                                    $ 27,218           $ 37,267

Investments                              141,283            121,212

Receivables:

  Manufacturing                          179,847            158,054

  Finance company                        346,972            386,207

Inventories:

  Raw materials                          144,662            117,778

  Work in process and finished products   72,373             65,876

Land held for future development           6,834              6,800

Property, plant and equipment            251,210            220,788

Deferred tax benefits                     64,946             59,084

Other assets                              54,562             51,057

                                      ----------           --------

                                      $1,289,907         $1,224,123



                       LIABILITIES AND SHAREHOLDERS' EQUITY



Accounts payable                        $ 84,770           $ 80,568

Commercial paper borrowings

  and long-term debt                     350,485            360,601

Employee compensation and benefits        99,499             98,004

Federal and state taxes on income         (7,003)            (4,323)

Insurance reserves                        42,664             45,343

Other liabilities                        124,518             97,715

    Total liabilities                    694,933            677,908


Contingent liabilities


Minority interest                           (944)              (251)


Shareholders' equity:


  Preferred stock, $1 par value,authorized

    10,000,000 shares, none outstanding       --                 --


  Common stock, $1 par value,authorized

    75,000,000 shares, outstanding 46,038,000

    at January 29, 1995 and 45,996,000

    at April 24, 1994                      46,038            45,996

  Capital surplus                          41,254            40,949

  Retained earnings                       510,497           461,086

  Foreign currency translation

    adjustment                             (1,381)           (1,565)

  Investment securities valuation

    adjustment                               (490)               --

                                          -------           -------

                                          595,918           546,466


                                       $1,289,907        $1,224,123



                See accompanying notes to financial statements.



          FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED)

                      (Amounts in thousands)

                           (UNAUDITED)


                                             Forty           Thirty-nine

                                           Weeks Ended        Weeks Ended

                                          Jan. 29, 1995      Jan. 23, 1994


<S>                                           <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                     $68,741            $42,813

Adjustments to reconcile net income to net

  cash provided by operating activities:

  Depreciation expense                          16,303             13,465

  Amortization of intangibles and goodwill       1,466              1,364

  Provision for credit losses                    4,560              2,479

  (Gain) loss on sales of property,

    plant and equipment                            531              (520)

  Changes in assets and liabilities:

    (Increase) decrease in manufacturing

      receivables                              (21,793)               642

    Increase in inventories                    (33,381)           (29,680)

    Increase in deferred tax benefits           (5,862)            (3,766)

    Increase in other assets                    (4,971)           (11,263)

    Increase in accounts payable                 4,202             16,784

    Increase in employee compensation

      and benefits                               1,495              3,797

    Decrease in Federal and

      state taxes on income                     (2,680)            (7,648)

    Increase (decrease) in insurance

      reserves                                  (2,679)             3,759

    Increase in other liabilities               26,803             13,180

  Foreign currency translation adjustment          184               (709)


Net cash provided by operating activities       52,919             44,697



CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of finance receivables            (879,762)          (732,847)

Principal collected on finance receivables     644,875            540,330

Proceeds from sale of retail sales contracts   269,562            193,021

Purchases of investment securities:

  Held-to-maturity                          (4,617,311)        (5,275,903)

  Available-for-sale                          (361,542)          (160,397)

Proceeds from maturity of investment securities:

  Held-to-maturity                           4,597,327          5,278,901

  Available-for-sale                           258,634             35,812

Proceeds from sale of available-for-

  sale investment securities                   102,331             123,870

Purchases of property, plant

  and equipment, net                           (47,256)            (51,198)

Additions to land held for future development      (34)                (33)

Minority interest in subsidiary                   (693)             (1,178)


Net cash used in investing activities          (33,869)            (49,622)



CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of commercial paper   1,565,325          1,319,562

Principal payments on commercial paper      (1,575,441)        (1,281,147)

Payment of long-term debt                           --            (30,000)

Dividends to shareholders                      (19,330)           (17,128)

Proceeds from exercise of stock options            347                294


Net cash used in

  financing activities                         (29,099)            (8,419)


Decrease in cash                               (10,049)           (13,344)

Cash at beginning of period                     37,267             34,834


Cash at end of period                          $27,218            $21,490


Supplementary disclosures:

  Income taxes paid                            $57,460            $42,949

  Interest paid                                 19,163             15,160



        See accompanying notes to financial statements.



                  FLEETWOOD ENTERPRISES, INC.

              CONSOLIDATED STATEMENT OF CHANGES

              IN SHAREHOLDERS' EQUITY (CONDENSED)

                    (Amounts in thousands)

                       (UNAUDITED)


                                                     Invest-

                                                              ment

                                                    Foreign   Secu-

                                                    Currency  rities

                                                    Trans-    Valu-    Total

                  Common Stock                      lation    ation    Share-

                  Number of      Capital  Retained  Adjust-   Adjust- holders'

               Shares    Amount  Surplus  Earnings  ment      ment     Equity

<S>            <C>      <C>      <C>      <C>       <C>      <C>      <C>

Balance

  April 24,

   1994        45,996   $45,996  $40,949  $461,086  $(1,565) $  --    $546,466


 Add (deduct)-


 Net income       --       --         --    68,741      --      --      68,741


 Cash dividends

  declared on

  Common stock    --       --         --   (19,330)     --      --    (19,330)


 Stock options

  exercised        42        42      305       --       --      --        347


 Foreign currency

  translation

  adjustment       --       --        --       --      184      --        184


 Investment securities

  valuation

  adjustment       --       --        --       --       --     (490)     (490)


Balance Janaury 29,

    1995       46,038   $46,038  $41,254  $510,497  $(1,381)  $(490)  $595,918


           See accompanying notes to financial statements.


</TABLE>



                 FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES


             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                               JANUARY 29, 1995



1)  Reference to Annual Report


    Reference is made to the Notes to Consolidated Financial Statements

    included in the Company's Form 10-K annual report for the year ended

    April 24, 1994.


2)  Investment Securities


Effective with the beginning of fiscal year 1995, the Company adopted FAS

No. 115, "Accounting for Certain Investments in Debt and Equity

Securities."  The statement requires that all applicable investments be

classified as trading securities, available-for-sale securities or held-

to-maturity securities.  The Company did not have any investments

classified as trading securities during the periods presented.  The

statement further requires that held-to-maturity securities be reported

at amortized cost and available-for-sale securities be reported at fair

value, with unrealized gains and losses excluded from earnings but

reported in a separate component of shareholders' equity (net of the

effect of income taxes) until they are sold.  At the time of sale, any

gains or losses, calculated by the specific identification method, will

be recognized as a component of operating results.


The following is a summary of investment securities as of January 29,

1995:


<TABLE>

                                                    (Amounts in thousands)


                                          Gross       Gross       Estimated

                                Amortized Unrealized  Unrealized  Fair

                                Cost      Gains       Losses      Value

<S>                            <C>       <C>         <C>         <C>

    Available-for-Sale Securities:


      U.S. Treasury securities and

        obligations of U.S.

        government agencies     $24,075  $   --      $   736      $23,339

      Obligations of states and

        political subdivisions    8,772      --          103        8,669

      Foreign government

        obligations               3,008      --           24        2,984

      Other debt securities      44,148     463          375       44,236

                                $80,003   $ 463       $1,238      $79,228


    Held-to-Maturity Securities:


      Foreign government

        obligations             $ 1,403   $  --       $  --       $ 1,403

      Other debt securities      60,367      --          --        60,367

                                $61,770   $  --       $  --       $61,770


</TABLE>

         The amortized cost and estimated fair value of the securities at

    January 29, 1995, by contractual maturity, are shown below.  Expected

    maturities will differ from contractual maturities because the

    issuers of the securities may have the right to prepay obligations

    without prepayment penalties.


<TABLE>

                                           (Amounts in thousands)


                                                              Fair

                                                Cost          Value

<S>                                             <C>           <C>

         Available-for-Sale:


      Due in one year or less                   $38,036       $37,896

      Due after one year through five years      22,851        22,567

      Due after five years through ten years     19,116        18,765



                                                $80,003       $79,228


    Held-to-Maturity:


      All due in one year or less               $61,770       $61,770



    Investment income for the nine months ended January 29, 1995 consisted

of the following:


                                           Amount


      Interest income                      $8,172

      Gross realized gains                    435

      Gross realized losses                  (191)

      Investment management fees              (44)


                                           $8,372

</TABLE>


                 FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES


                     MANAGEMENT'S DISCUSSION AND ANALYSIS

               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            (Amounts in thousands)



The following is an analysis of changes in key items included in the

consolidated statements of income for the 13-week and 40-week periods ended

January 29, 1995.


<TABLE>

                               Thirteen Weeks Ended     Forty Weeks Ended

                                 January 29, 1995        January 29, 1995


                               Increase      %         Increase      %

                               (Decrease)  Change      (Decrease)  Change

<S>                             <C>         <C>         <C>          <C>

Manufacturing sales             $109,437    20.3%       $475,496     29.2%

Cost of products sold             89,101    20.0         382,941     28.8

  Manufacturing gross profit      20,336    21.7          92,555     31.5


Finance interest income            3,365    34.3           7,153     25.9

Finance interest expense           2,122    51.3           3,773     32.4

  Net finance revenues             1,243    21.9           3,380     21.1


Selling expenses                  10,471    32.6          37,619     40.7

General and admin. expenses        2,767     5.8          16,258     10.8

  Operating expenses              13,238    16.6          53,877     22.2


  Operating income                 8,341    42.6          42,058     62.1


  Other income (expense)           1,195   106.6          (1,183)   (19.7)


  Income before taxes              9,536    46.0          40,875     55.4


  Provision for income taxes       3,025    33.3          16,049     52.7


  Net income                      $6,168    50.9%        $25,928     60.6%

</TABLE>


Current Quarter Compared to Same Quarter Last Year


Net income for the three months ended January 29, 1995 rose 51 percent to

$18,280,000 or 39 cents per share, the highest earnings for any third

quarter on record.  This compares with $12,112,000 or 26 cents per share

for the similar quarter last year.  The improved earnings primarily stemmed

from increased operating income from the manufactured housing segment and

higher interest income.  Also, a lower effective income tax rate

contributed to the earnings increase.


Revenues for the third quarter also reached new highs, reflecting sales

growth across all business segments.  Third quarter revenues increased 21

percent to $661.4 million compared to $548.6 million a year ago.


The manufactured housing group posted another strong performance with

record third quarter sales of $330.6 million, up 31 percent over last

year's $251.7 million.  A total of 16,119 homes were shipped in the third

period, 20 percent ahead of last year's unit volume.  Housing group sales

represented 50 percent of total Company revenues compared to 46 percent

last year.


Fleetwood's recreational vehicle group also posted record third quarter

revenues with sales gains in all product categories.  Motor home sales

were up 5 percent to $172.4 million on 3,277 units which was virtually

identical to last year's unit volume.  Travel trailer revenues increased

12 percent to $105.9 million on a 1 percent rise in unit volume to 7,728.

The Company's folding trailer division recorded a 3 percent increase in

revenues to $14.8 million despite a 1 percent decline in shipments to

3,559 units.  European RV revenues improved to $12.4 million in the

third quarter.  Recreational vehicle sales accounted for 46 percent

of total Company revenues, down from 51 percent last year.


Manufacturing sales increased 20.3 percent, more than the 20.0 percent

increase in cost of products sold, resulting in an improvement in

manufacturing gross profit from 17.4 percent to 17.6 percent of sales.

All of the profit margin improvementcame from the manufactured housing

segment.


Net finance revenues rose 22 percent or $1.2 million primarily due to

higher wholesale loan volume and higher interest rates charged on

wholesale loans.  Borrowing costs for the finance operation rose at a

faster rate than finance revenues due to the competitive rate environment

for consumer lending on recreational vehicles.


Operating expenses increased $13.2 million or 17 percent to $93.1 million,

but dropped as a percentage of revenues from 14.5 percent to 14.1 percent

on the higher sales volume.  Selling expenses rose 33 percent or $10.5

million to $42.5 million primarily due to higher product warranty costs,

sales promotion expenses, sales commissions and product financing costs.

Selling expenses increased as a percentage of revenues to 6.4 percent from

5.8 percent for the corresponding quarter last year.  General and

administrative expenses increased $2.8 million or 6 percent to $50.5

million, but decreased as a percentage of revenues from 8.7 percent to 7.6

percent.  The dollar increase was primarily due to higher employee

compensation and benefits related to increased staffing for new plants,

along with normal salary increases.


Non-operating income more than doubled to $2.3 million as a result of a

doubling of interest income.  Interest income in the current quarter

included $1.9 million received in connection with a Federal income tax

refund from prior years.  Interest expense increased $482,000 primarily

due to higher borrowing costs for the Company's European RV operation.


The combined Federal and state income tax rate dropped to 40.0 percent

from 43.9 percent for the same period last year due to lower state

income tax accruals and a reduced loss from European operations which

carry no tax benefit.



Current Year-To-Date Compared to Same Period Last Year


Earnings for the first nine months of fiscal 1995 climbed to a record

$68,741,000 or $1.48 per share, up 61 percent from $42,813,000 and 93

cents per share in last year's comparable period.  Last year's

nine-month earnings included a $1.5 million charge (3 cents per share)

for a change in accounting for income taxes.


Revenues for the nine months reached an all-time high as all business

segments experienced sales growth.  Consolidated revenues jumped 29

percent to $2.14 billion, up from $1.65 billion in last year's similar nine-

month period.


Housing revenues for the first nine months of fiscal 1995 surged 39

percent to $1.03 billion compared to $739.9 million for last year's

comparable period.  Shipments increased 29 percent over last year to

52,020 units.  This was the result of industry growth along with a

higher market share for Fleetwood.  For calendar year 1994, industry

unit volume grew nearly 20 percent, but Fleetwood outpaced the industry

with a 30 percent gain.  This caused the Company's market share to

increase from 19.9 percent to 21.6 percent.  Housing revenues for the

first nine months of fiscal 1995 represented 48 percent of total Company

revenues, up from 45 percent for the same period last year.


Recreational vehicle revenues for the nine months rose 20 percent to

$1.04 billion, up from $864.0 million in the prior year, primarily as a

result of higher sales of motor homes and travel trailers.  Domestic

motor home sales of $583.6 million were 19 percent ahead of last year's

comparable period on a 13 percent gain in shipments to 11,949 units.

Travel trailer revenues rose 21 percent to $362.4 million, with unit

volume increasing 14 percent to 27,422.  The Company's folding trailer

division posted a 3 percent sales gain to $56.7 million, despite a 4

percent decline in shipments to 13,539 units.  European RV

sales also improved significantly, rising to $37.5 million in the

nine-month period.  Recreational vehicle sales represented 49 percent

of total Company revenues compared to 52 percent last year.


As a result of higher margins for both housing and recreational vehicles,

manufacturing gross profit improved to 18.4 percent of manufacturing sales

from 18.1 percent for the similar period last year.  Direct labor and

manufacturing overhead costs declined as a percentage of sales which more

than offset the impact of higher raw material costs.


Net finance revenues were up $3.4 million or 21 percent reflecting higher

wholesale loan volume as previously discussed.  For the nine months, the

spread between lending and borrowing costs narrowed for the reason

mentioned previously.


Operating expenses rose $53.9 million or 22 percent to $296.4 million

but decreased as a percentage of revenues from 14.7 percent to 13.9

percent.  Selling expenses jumped 41 percent or $37.6 million to $130.0

million reflecting higher costs for product warranties and customer

service, product financing, sales commissions and sales promotion.

Selling expenses increased as a percentage of revenues from 5.6 percent

to 6.1 percent.  General and administrative expenses rose $16.3 million

or 11 percent to $166.4 million, but declined as a percentage of

revenues from 9.1 percent to 7.8 percent.  The dollar increase was

primarily due to higher employee compensation and benefit costs related

to plant expansion along with increased management incentive

compensation stemming from higher profits.


Non-operating income for the nine months declined $1.2 million or 20

percent to $4.8 million.  This mainly resulted from higher interest

expense for the European operation and losses on the disposition of

fixed assets.  Losses totaling $531,000 were incurred this year on the

disposition of fixed assets compared to aggregate gains of $520,000

recorded in the previous year.


The combined Federal and state income tax rate fell to 40.6 percent from

41.3 percent last year for the reasons explained previously.


Liquidity and Capital Resources


The Company generally relies upon internally generated cash flows to fund

capital expenditures and to satisfy working capital needs for its

manufacturing operations.  Positive cash flows from operations during the

first nine months of fiscal 1995 improved the Company's liquidity as cash

and investments rose $10.0 million to $168.5 million at January 29, 1995.

During the seasonally slow January quarter, working capital needs

generally increase while the Company is building inventory to meet the

peak demand for recreational vehicles in the spring.  This situation

occurred in the third quarter of fiscal 1995 which required the Company to

use uncommitted bank credit lines.  During the month of January, the

Company borrowed $1.5 million for a one-week period to meet working

capital needs.  All borrowings were paid off prior to the end of the

quarter.


Cash outflows in the nine months ended January 1995 included capital

expenditures of $47.3 million, most of which was related to continuing

capacity expansion in the Company's housing group.  The quarterly

shareholder dividend was increased from a per share rate of 12.5 cents to

14 cents in June 1994 which increased the aggregate dividend payments to

$19.3 million for the first nine months of fiscal 1995.


The Company's finance subsidiary secured cash for lending operations

primarily through the issuance of commercial paper and the sale to

investors of securities backed by retail sales contracts on Fleetwood

recreational vehicles.  In June 1994 and again in January 1995, Fleetwood

Credit Corp.presold $150 million of asset-backed securities.  The June

1994 sale became fully funded in August 1994 and the January 1995 sale

will become fully funded in March 1995.  As of January 31, 1995, the

January sale was funded to the extent of approximately $120 million.

The proceeds of these sales were principally used to pay down commercial

paper debt.


The finance subsidiary uses the commercial paper market to fund both its

wholesale receivables, which are prime rate based, and its fixed-rate

retail installment sale contract receivables prior to their sale in the

asset-backed securities market.  To protect the value of the retail

installment sale contract portfolio from unfavorable changes in interest

rates, the finance subsidiary typically enters into interest rate exchange

agreements or other interest rate hedging transactions during the period

between origination of the receivables and their sale in the asset-backed

securities market.


The finance company maintains a committed revolving credit facility with a

number of major banks to support the issuance of commercial paper.  In

September 1994, Fleetwood Credit Corp. established a new $300 million

credit facility to replace the existing $250 million facility, which is to

be used for general corporate purposes, including commercial paper back-up.


                      PART II         OTHER  INFORMATION



There are no other items to be reported or exhibits to be filed.




                                  SIGNATURE


Pursuant to the requirements 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.



                                          FLEETWOOD ENTERPRISES, INC.




                                          _______________________________

                                          Paul M. Bingham

                                          Financial Vice President

                                          and Chief Financial Officer


March  7, 1995



<TABLE> <S> <C>


<ARTICLE>     5

<MULTIPLIER>   1,000

       

<S>                                 <C>

<PERIOD-TYPE>                       9-MOS

<FISCAL-YEAR-END>                                    APR-30-1995

<PERIOD-END>                                         JAN-29-1995

<CASH>                              27,218

<SECURITIES>                       141,283

<RECEIVABLES>                      546,004

<ALLOWANCES>                        19,185

<INVENTORY>                        217,035

<CURRENT-ASSETS>                         0

<PP&E>                             390,445

<DEPRECIATION>                     139,235

<TOTAL-ASSETS>                   1,289,907

<CURRENT-LIABILITIES>                    0

<BONDS>                                  0

<COMMON>                            46,038

                    0

                              0

<OTHER-SE>                         549,880

<TOTAL-LIABILITY-AND-EQUITY>     1,289,907

<SALES>                          2,101,351

<TOTAL-REVENUES>                 2,136,144

<CGS>                            1,714,510

<TOTAL-COSTS>                    2,026,355

<OTHER-EXPENSES>                       531

<LOSS-PROVISION>                     4,560

<INTEREST-EXPENSE>                   3,024

<INCOME-PRETAX>                    114,606

<INCOME-TAX>                        46,528

<INCOME-CONTINUING>                 68,741

<DISCONTINUED>                           0

<EXTRAORDINARY>                          0

<CHANGES>                                0

<NET-INCOME>                        68,741

<EPS-PRIMARY>                         1.48

<EPS-DILUTED>                         1.48

<FN>  Amounts for current assets and current

      liabilities are not shown since balance sheet

      is presented in nonclassified format.

        


</TABLE>


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