FLEETWOOD ENTERPRISES INC/DE/
10-Q, 1996-12-03
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 October 27, 1996



              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           (I.R.S. 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 October 27, 1996

_______________________             _____________________________


Common stock, $1 par value          35,562,199 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 October 27, 1996 and October 29, 1995


and the balances as of October 27, 1996 and April 28, 1996.  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 made a review of the accompanying condensed consolidated

balance sheet of FLEETWOOD ENTERPRISES, INC. (a Delaware Corporation) and

subsidiaries as of October 27, 1996, and the related condensed consolidated

statements of income for the  thirteen and twenty-six week periods ended

October 27, 1996 and October 29, 1995, the condensed consolidated statements

of  cash flows for the twenty-six week periods ended October 27, 1996 and

October 29, 1995, and the condensed consolidated statement of changes in

shareholders' equity for the twenty-six week period ended October 27, 1996.


      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 28, 1996, 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 25,

1996 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 28, 1996, 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

November 25, 1996


<TABLE>

                FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                 (Amounts in thousands except per share data)

                                 (UNAUDITED)


                            Thirteen     Thirteen   Twenty-six  Twenty-six

                             Weeks         Weeks        Weeks        Weeks

                             Ended         Ended        Ended        Ended

                            Oct. 27,     Oct. 29,     Oct. 27,     Oct. 29,

                              1996         1995         1996          1995

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

Sales                      $748,780      $707,086   $1,500,025   $1,411,803

Cost of products sold       607,268       571,436    1,212,609    1,144,767

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

  Gross profit              141,512       135,650      287,416      267,036


Operating expenses          100,585       102,921      201,811      202,133

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


  Operating income           40,927        32,729       85,605       64,903


Other income (expense):

  Investment income           2,660         3,838        8,054        6,747

  Interest expense           (1,024)          276       (2,474)        (618)

  Other                        (187)          (48)        (207)        (160)

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

                              1,449         4,066        5,373        5,969

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


Income from continuing operations

  before income taxes and

  minority interest          42,376        36,795       90,978       70,872


Provision for

  income taxes              (16,604)      (15,147)      (35,874)    (28,905)


Minority interest in net

  loss of subsidiary            --            191           --          278

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


Income from continuing

  operations                 25,772        21,839        55,104      42,245


Income from discontinued operations:

  Income from operations of

   finance subsidiary (net

   of income taxes)              --         2,172           887       4,564

  Gain on sale of finance

   subsidiary (net of

   income taxes)                 --            --        33,891          --

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

                                 --         2,172        34,778       4,564

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


Net income                  $25,772       $24,011       $89,882     $46,809

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

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


Net income per Common

  and equivalent share:

  Continuing operations        $.68          $.47         $1.32        $.91

  Discontinued operations:

   Income from operations

    of finance subsidiary        --           .05           .02         .10

   Gain on sale of finance

    subsidiary                   --            --           .81          --

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


  Total                        $.68          $.52         $2.15        $1.01

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

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



Dividends declared

  per share of Common

  stock outstanding            $.16          $.15          $.32        $.30

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

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


Common and equivalent

  shares outstanding         37,837        46,496        41,877      46,507

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

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


                    See accompanying notes to financial statements.



               FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES

                  CONSOLIDATED BALANCE SHEETS (CONDENSED)

                           (Amounts in thousands)


                                 ASSETS


                                        October 27,       April 28,

                                           1996             1996

                                       (Unaudited)

<S>                                     <C>                <C>

Cash                                    $ 18,259           $ 15,792

Investments                               86,549            272,138

Receivables                              170,567            173,380

Inventories:

  Raw materials                          123,597             94,302

  Work in process and finished products   47,209             43,597

Net assets of discontinued operations         --             97,444

Property, plant and equipment            276,138            266,587

Deferred tax benefits                     72,087             65,224

Cash value of Company-owned

  life insurance                          30,882             30,953

Other assets                              39,808             49,515

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

                                        $865,096         $1,108,932

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

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



                       LIABILITIES AND SHAREHOLDERS' EQUITY



Accounts payable                        $101,689         $  104,850

Employee compensation and benefits       113,514            109,552

Federal and state taxes on income          8,951            (16,850)

Insurance reserves                        47,341             47,408

Long-term debt                            55,000             80,000

Other liabilities                        119,586            134,835

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

                                         446,081            459,795

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


Contingent liabilities


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 35,562,000

    at October 27, 1996 and 45,640,000

    at April 28, 1996                     35,562             45,640

  Capital surplus                         36,177             42,758

  Retained earnings                      347,128            561,500

  Foreign currency translation

    adjustment                              (432)              (946)

  Investment securities

    valuation adjustment                     580                185

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

                                          419,015           649,137

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


                                         $865,096        $1,108,932

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

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



                See accompanying notes to financial statements.



          FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED)

                      (Amounts in thousands)

                           (UNAUDITED)


                                           Twenty-six       Twenty-six

                                           Weeks Ended        Weeks Ended

                                       October 27, 1996    October 29, 1995


<S>                                            <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                     $89,882            $46,809

Adjustments to reconcile net income to net

  cash provided by operating activities:

  Depreciation expense                          12,586             12,602

  Amortization of intangibles and goodwill         834                801

  Losses on sales of property,

    plant and equipment                            207                160

  Gain on sale of finance subsidiary           (33,891)                --

  Changes in assets and liabilities:

    Decrease in receivables                      2,813              7,481

    (Increase) decrease in inventories         (32,907)            71,367

    Increase in deferred tax benefits           (6,863)            (7,929)

    (Increase) decrease in cash value of

      Company-owned life insurance                  71               (557)

    (Increase) decrease in other assets          8,873             (6,284)

    Decrease in accounts payable                (3,161)              (985)

    Increase in other liabilities               14,447             30,181

  Foreign currency translation adjustment          514               (421)

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


Net cash provided by operating activities       53,405            153,225

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


CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of investment securities:

  Held-to-maturity                          (2,245,865)        (2,196,289)

  Available-for-sale                        (1,515,797)          (242,330)

Proceeds from maturity of investment

  securities:

  Held-to-maturity                           2,256,168          2,129,173

  Available-for-sale                         1,460,752            135,285

Proceeds from sale of available-for-sale

  investment securities                        230,726             54,554

Purchases of property, plant

  and equipment, net                           (22,344)           (14,670)

Proceeds from sale of finance subsidiary,

  net of income taxes                          132,222                 --

Change in net assets of discontinued

  operation                                       (887)            (4,564)

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

Net cash provided by (used in)

  investing activities                         294,975           (138,841)

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


CASH FLOWS FROM FINANCING ACTIVITIES:

Retirement of long-term debt                   (25,000)                --

Dividends to shareholders                      (12,985)           (13,822)

Proceeds from exercise of stock options          3,810                384

Purchase of Common stock                      (311,738)                --

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


Net cash used in financing activities         (345,913)           (13,438)

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


Increase in cash                                 2,467                946

Cash at beginning of period                     15,792              9,410

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


Cash at end of period                          $18,259            $10,356

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

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


Supplementary disclosures:

  Income taxes paid                            $40,256            $25,691

  Interest paid                                  2,421                511



        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 28,

   1996        45,640   $45,640  $42,758  $561,500  $(946)   $185     $649,137


 Add (deduct)-


 Net income       --       --       --      89,882     --      --       89,882


 Cash dividends

  declared on

  Common stock    --       --       --     (12,985)    --      --     (12,985)


 Stock options

  exercised      208       208     3,602      --       --      --        3,810


 Stock re-

  purchased  (10,286)  (10,286)  (10,183) (291,269)    --      --    (311,738)


  Foreign currency

   translation

   adjustment     --       --       --        --      514      --          514


  Investment

   securities

   valuation

   adjustment     --       --       --        --      --       395         395


Balance

  October 27,

   1996       35,562   $35,562  $36,177  $347,128  $(432)     $580    $419,015


                  See accompanying notes to financial statements.


</TABLE>




        FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


        OCTOBER 27, 1996



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 28, 1996.


2)  Industry Segment Information


    Information with respect to industry segments for the periods ending

    October 27, 1996 and October 29, 1995 is shown below:


<TABLE>

                           13 Weeks    13 Weeks      26 Weeks     26 Weeks

                           Ended       Ended         Ended        Ended

                           Oct. 27,    Oct. 29,      Oct. 27,     Oct. 29,

                           1996        1995          1996         1995


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

    OPERATING REVENUES:


    Manufactured housing   $385,497    $386,452      $  762,642   $  747,989

    Recreational vehicles   348,835     309,304         706,689      641,617

    Supply operations        14,448      11,330          30,694       22,197

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


                           $748,780    $707,086      $1,500,025   $1,411,803

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

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


    OPERATING INCOME:


    Manufactured housing    $24,563     $31,197        $54,008      $59,144

    Recreational vehicles    19,704       5,568         38,813       11,649

    Supply operations            78         852          1,471          908

    Corporate and other*     (3,418)     (4,888)        (8,687)      (6,798)

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


                            $40,927     $32,729        $85,605      $64,903

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

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


    *  Including adjustments and eliminations.


</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 26-week periods ended

October 27, 1996.  The amounts shown below apply only to continuing

operations.


<TABLE>

                               Thirteen Weeks Ended   Twenty-six Weeks Ended

                                 October 27, 1996        October 27, 1996


                               Increase      %         Increase      %

                               (Decrease)  Change      (Decrease)  Change

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

Sales                           $41,694      5.9%       $88,222       6.2%

Cost of products sold            35,832      6.3         67,842       5.9

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

  Gross profit                    5,862      4.3         20,380       7.6


Selling expenses                 (4,319)    (8.9)        (9,366)     (9.7)

General and administrative

  expenses                        1,983      3.7          9,044       8.6

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


Operating expenses               (2,336)    (2.3)          (322)      (.2)

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


  Operating income                8,198     25.0         20,702      31.9


Other income (expense)           (2,617)   (64.4)          (596)    (10.0)


Income before taxes               5,581     15.2         20,106      28.4


Provision for income taxes        1,457      9.6          6,969      24.1


Net income                       $3,933     18.0%       $12,859      30.4%

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

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


</TABLE>


Current Quarter Compared to Same Quarter Last Year


Net income rose 7 percent to a second quarter record of $25,772,000 or 68

cents per share compared to $24,011,000 and 52 cents per share a year ago.

Last year's second quarter included income from discontinued operations of

$2,172,000 or 5 cents per share.  Earnings per share in the current year

benefited from fewer outstanding shares resulting from significant share

repurchases over the past few months.


Income from continuing operations for the 13 weeks ended October 27,1996 was

up 18 percent on a 6 percent increase in revenues.  Earnings per share from

continuing operations was 45 percent ahead of last year's similar period on

the reduced number of shares.  The improvement in second quarter and first

half earnings from continuing operations was largely driven by a dramatic

improvement in the Company's recreational vehicle business.  A sharp

increase in motor home sales and profits led to the favorable RV results.


Consolidated revenues rose 6 percent to a record $748.8 million in the

second quarter, up from $707.1 million a year ago, as a result of the

stronger motor home sales.  Prior year revenues have been restated to

exclude finance revenues from the discontinued finance operation.


Recreational vehicle revenues for the 13 weeks were $348.8 million, 13

percent ahead of last year's $309.3 million.  Last year's RV revenues

included $12.7 million in sales from the Company's European operation which

was sold in May 1996.  Motor home revenues of $215.8 million were 33 percent

ahead of last year's second quarter on a 16 percent gain in unit volume to

3,521 motor homes.  Towable RV products did not fare as well, however.

Travel trailer revenues eased 1 percent to $111 million as unit volume

declined 7 percent to 7,889.  Folding trailer sales were off 3 percent to

$22.0 million on a 12 percent decline in units to 4,763.  Recreational

vehicle sales accounted for 47 percent of total Company revenues, up from 44

percent last year.


Manufactured housing revenues for the quarter were $385.5 million, virtually

identical to last year's record second quarter.  The housing group sold

17,748 homes in the quarter which was 3 percent below last year's similar

period.  Due to a heavier mix of multi-section homes, floors shipped were

virtually identical to last year's record second quarter.  Housing group

sales represented 51 percent of total Company revenues, down from 55 percent

in last year's second quarter.


Gross profit dropped as a percentage of sales from 19.2 percent to 18.9

percent as lower manufactured housing margins more than offset improved RV

margins.  Housing margins were impacted by start-up costs at two new plant

facilities while RV margins benefited from a more favorable sales mix.


Operating expenses of $100.6 million were 2 percent below last year's

similar period, while declining as a percentage of sales from 14.6 percent

to 13.4 percent.  Selling expenses dropped 9 percent to $44.5 million

primarily reflecting lower RV costs for sales promotion and product

financing subsidies.  As a percentage of sales, selling expenses declined

from 6.9 percent to 5.9 percent.  General and administrative expenses rose 4

percent to $56.1 million, but decreased as a percentage of sales from 7.7

percent to 7.5 percent.  None of the administrative cost increases were

individually significant.


Non-operating income of $1.4 million was 64 percent below the $4.1 million

earned last year due to lower investment income and higher interest expense.

Lower invested balances and reduced rates of return led to the investment

income decline.  Interest expense in the current period was primarily

related to long-term debt, which the Company did not have a year ago.  Last

year's interest expense in the second quarter was more than offset by a

cumulative adjustment to reclassify interest charges related to non-

qualified employee benefit plans.


The effective income tax rate declined to 39.2 percent in the second quarter

from 41.2 percent a year ago.  The decline in the tax rate is mainly

attributable to the elimination of the German RV operation which last year

was generating operating losses with no tax benefits.


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


Net earnings for the first six months of fiscal 1997 were up 92 percent to

$89,882,000 compared to $46,809,000 for last year's first half.  Included

in current year earnings is an after-tax gain of $33,891,000 on the sale of

Fleetwood Credit Corp., the Company's RV finance subsidiary.  First half

earnings also include $887,000 or 2 cents per share for one month of

operations from the discontinued finance operation.  With the reduction in

outstanding shares, earnings per share more than doubled to $2.15 versus

$1.01 in the prior year.


Income from continuing operations in the first half surged 30 percent to a

record $55,104,000, up from $42,245,000 a year ago.  Per share earnings

from continuing operations jumped an even greater 45 percent from 91 cents

to $1.32 on the fewer outstanding shares.


First half revenues climbed 6 percent to a new high of $1.50 billion

compared to $1.41 billion in last year's similar period.  Prior year

revenues have been restated to exclude finance revenues from the

discontinued finance operation.  As previously discussed, revenue gains

were primarily the result of stronger motor home sales.


Six month RV revenues were $706.7 million, 10 percent higher than last

year's $641.6 million, which included $31.0 million of European sales.

This primarily reflects the strength of motor home sales which were up 33

percent to $439.7 million on a 19 percent volume increase to 7,695 units.

Travel trailer sales were lower, falling 3 percent to $227.9 million, as

shipments dropped 7 percent to 16,726 units.  Folding trailer sales were

off from last year's record pace, falling 12 percent to $39.1 million.

Folding trailer unit volume fell 23 percent to 8,287 units shipped.  As a

percentage of total Company revenues, RV revenues increased from 45 percent

last year to 47 percent in the current year.


Housing revenues for the first six months reached an all-time high of

$762.6 million, 2 percent ahead of last year's similar period.  Unit

shipments declined 1 percent to 35,201 units, but the shift from single-

section units to multi-section units resulted in a 2 percent increase in

floors shipped.  Housing sales were 51 percent of total Company revenues,

down from 53 percent last year.


Gross profit margin for the six month period increased as a percentage of

sales from 18.9 percent to 19.2 percent.  Improved RV profit margins more

than offset the impact of lower housing margins, which were eroded in the

second quarter.


Operating expenses of $201.8 million for the first six months were

virtually unchanged from the prior year.  As a percentage of sales,

however, operating expenses dropped to 13.5 percent from 14.3 percent.

Selling expenses fell as a percentage of sales from 6.9 percent to 5.8

percent, while general and administrative expenses rose slightly from 7.5

percent to 7.6 percent.  Selling expenses fell 10 percent to $87.5 million

reflecting lower sales promotion and product financing costs, which more

than offset higher product warranty costs.  General and administrative

expenses rose 9 percent to $114.3 million primarily due to higher

management incentive compensation resulting from improved profitability.


Non-operating income for the six month period dropped 10 percent to $5.4

million primarily reflecting interest expense on long-term debt which did

not exist last year.  The higher interest expense more than exceeded the

rise in investment income for the period.


The effective income tax rate decreased from 40.8 percent to 39.4 percent

due to the elimination of European operating losses as mentioned

previously.


Although the Company achieved record operating results in the first half of

fiscal 1997, there are currently signs of weakening demand for both

manufactured homes and recreational vehicles.  Order backlogs are below the

levels of a year ago, and sales in the early part of the third quarter are

running slightly behind last year's pace.


Liquidity and Capital Resources


The Company generally relies upon internally generated cash flows to

satisfy working capital needs and to fund capital expenditures.  Cash

generated from operations dropped to $53.4 million in the first half of the

current fiscal year compared to $153.2 million in the prior year.  This

change, which was primarily related to recreational vehicle operations,

largely reflects a $32.9 million rise in inventory levels versus a $71.4

million decline last year.


Included in first half cash flows is $132.2 million, net of income taxes,

received from the sale of Fleetwood Credit Corp.  The proceeds from the

sale of FCC, along with the sale of investment securities, yielded net cash

from investing activities of $295.0 million.


During the six months ended October 27, 1996, the Company purchased 10.3

million shares or approximately 22.5 percent of its outstanding Common

stock at a cost of $311.7 million.  A Dutch Auction tender offer in the

first quarter resulted in the purchase of 7.7 million shares at $31 per

share.  In the second quarter, the Company purchased 2.6 million shares of

Common stock at an average price of $27.875 per share.  Cash outflows also

included $13.0 million for shareholder dividends, $25.0 million for the

retirement of long-term debt and $22.3 million for capital expenditures.




                      PART II         OTHER  INFORMATION



Item 4.  Submission of Matters to a Vote of Security Holders


At Fleetwood's Annual Meeting of Shareholders held on September 10, 1996,

the following directors were elected to three-year terms to Fleetwood's

Board of Directors:  Dr. Douglas M. Lawson, Walter F. Beran and Andrew

Crean.  The following directors continued in office after the meeting, but

were not elected at the meeting:  John C. Crean, William W. Weide, Glenn F.

Kummer, Thomas A. Fuentes and Dr. James L. Doti.


The shareholder votes on the elections were as follows:


<TABLE>

                                  For                   Withheld Vote

    <S>                        <C>                        <C>

    Douglas M. Lawson         35,273,484                 134,750


    Walter F. Beran           35,269,008                 139,226


    Andrew Crean              34,925,414                 482,820

</TABLE>


In addition, the shareholders approved the adoption of the Amended and

Restated 1992 Stock-Based Incentive Compensation Plan which was approved by

the Compensation Committee of the Board of Directors and ratified by the

Board of Directors on April 17, 1996.  The shareholder vote on the proposed

plan was as follows:


<TABLE>

    <S>                        <C>

    For:                      25,163,267


    Against:                   7,107,009


    Abstain:                     146,907


    Broker Non-Vote:           2,991,051

</TABLE>


The shareholders also approved amendments to the Company's Amended and

Restated Long-Term Incentive Plan which has been in effect since 1988 and

was amended and restated in 1994.  The shareholder vote on the proposed

amendments was as follows:

<TABLE>

    <S>                        <C>

    For:                      34,662,747


    Against:                     448,757


    Abstain:                     148,772


    Broker Non-Vote:             147,958


</TABLE>


The total number of shares of Fleetwood Common stock outstanding as of July

19, 1996, the record date for the Annual Meeting, was 38,056,659 shares.




                                  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


December 3, 1996


                          FLEETWOOD ENTERPRISES, INC.

                      CONSOLIDATED FINANCIAL INFORMATION

                            FINANCIAL DATA SCHEDULE

                                       

[SROS]        NYSE

[SROS]        PSE



<TABLE> <S> <C>


<ARTICLE>     5

<MULTIPLIER>   1,000

       

<S>                                 <C>

<PERIOD-TYPE>                       6-MOS

<FISCAL-YEAR-END>                                    APR-27-1997

<PERIOD-END>                                         OCT-27-1996

<CASH>                              18,259

<SECURITIES>                        86,549

<RECEIVABLES>                      170,567

<ALLOWANCES>                             0

<INVENTORY>                        170,806

<CURRENT-ASSETS>                         0

<PP&E>                             439,336

<DEPRECIATION>                     163,198

<TOTAL-ASSETS>                     865,096

<CURRENT-LIABILITIES>                    0

<BONDS>                                  0

<COMMON>                            35,562

                    0

                              0

<OTHER-SE>                         383,453

<TOTAL-LIABILITY-AND-EQUITY>       865,096

<SALES>                          1,500,025

<TOTAL-REVENUES>                 1,500,025

<CGS>                            1,212,609

<TOTAL-COSTS>                    1,414,420

<OTHER-EXPENSES>                       207

<LOSS-PROVISION>                         0

<INTEREST-EXPENSE>                   2,474

<INCOME-PRETAX>                     90,978

<INCOME-TAX>                        35,874

<INCOME-CONTINUING>                 55,104

<DISCONTINUED>                         887

<EXTRAORDINARY>                     33,891

<CHANGES>                                0

<NET-INCOME>                        89,882

<EPS-PRIMARY>                         2.15

<EPS-DILUTED>                         2.15

<FN>  Amounts for current assets and current

      liabilities are not shown since balance sheet

      is presented in nonclassified format.

        


</TABLE>


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