<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED December 31, 1999
-------------------
COMMISSION FILE NUMBER 1-8824
-------
CLAYTON HOMES, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 62-1671360
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
5000 Clayton Road
Maryville, Tennessee 37804
- --------------------- -----------------
(Address of principal executive offices) (zip code)
865-380-3000
----------------
(Registrant's telephone number, including area code)
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 latest practicable date.
Shares of common stock $.10 par value, outstanding on December 31, 1999
- -139,653,613.
1
<PAGE>
CLAYTON HOMES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited - in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
1999 1998 1999 1998
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
REVENUES
Net sales $234,466 $247,407 $500,206 $494,599
Financial services 57,570 54,851 111,918 105,850
Rental and other income 17,123 16,862 34,332 33,357
-------- --------- -------- ---------
Total revenues 309,159 319,120 646,456 633,806
-------- --------- -------- ---------
COSTS AND EXPENSES
Cost of sales 154,559 168,413 333,042 340,075
Selling, general and administrative 94,378 88,357 192,626 172,682
Financial services interest 271 2,809 560 5,259
Provision for credit losses 4,400 2,700 8,400 5,259
-------- --------- -------- ---------
Total expenses 253,608 262,279 534,628 523,275
-------- --------- -------- ---------
OPERATING INCOME 55,551 56,841 111,828 110,531
Interest income (expense), net/other 280 (1,228) 427 (2,221)
-------- --------- -------- ---------
Income before income taxes 55,831 55,613 112,255 108,310
Provision for income taxes 20,600 20,600 41,500 40,100
-------- --------- -------- ---------
Net income $ 35,231 $ 35,013 $ 70,755 $ 68,210
======== ========= ======== =========
NET INCOME PER COMMON SHARE (1)
Basic $ 0.25 $ 0.24 $ 0.50 $ 0.47
Diluted 0.25 0.24 0.50 0.46
DIVIDENDS PAID PER SHARE (1) $ 0.016 $ 0.016 $ 0.032 $ 0.032
AVERAGE SHARES OUTSTANDING (1)
Basic 140,005 144,658 140,523 146,118
Diluted 140,342 145,364 140,886 146,932
</TABLE>
(1) Adjusted for the December 9, 1998, 5-for-4 stock split.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
(unaudited) (audited)
December 31, June 30,
1999 1999
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 32,581 $ 2,680
Receivables, net 583,953 707,888
Inventories 202,360 184,444
Property, plant and equipment, net 300,427 291,503
Other assets 255,112 230,730
----------- -----------
Total assets $1,374,433 $1,417,245
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 72,281 $ 130,579
Debt obligations 94,834 96,477
Other liabilities 224,199 242,421
----------- -----------
Total liabilities $ 391,314 $ 469,477
SHAREHOLDERS' EQUITY
Accumulated other comprehensive income (3,122) (821)
Other shareholders' equity 986,241 948,589
----------- -----------
Total shareholders' equity 983,119 947,768
----------- -----------
Total liabilities and shareholders' equity $1,374,433 $1,417,245
=========== ===========
</TABLE>
(See accompanying notes to the condensed consolidated financial statements)
2
<PAGE>
CLAYTON HOMES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
<TABLE>
<CAPTION>
Six Months Ended
December 31,
1999 1998
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 70,755 $ 68,210
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 9,993 8,585
Gain on sale of installment contract receivables, net of amortization (2,386) (3,243)
Provision for credit losses 8,400 5,259
Deferred income taxes (3,707) (2,565)
Decrease (increase) in other receivables, net 44,362 (22,647)
Decrease (increase) in inventories (17,916) 3,180
Decrease in accounts payable, accrued liabilities, and other (122,708) (60,962)
---------- ----------
Cash used in operations (13,207) (4,183)
Origination of installment contract receivables (503,747) (520,140)
Proceeds from sales of originated installment contract receivables 556,424 410,215
Principal collected on originated installment contract receivables 19,603 27,068
---------- ----------
Net cash provided by (used in) operating activities 59,073 (87,040)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of installment contract receivables (158,028) (98,045)
Proceeds from sales of acquired installment contract receivables 149,676 130,764
Principal collected on acquired installment contract receivables 9,631 8,397
Proceeds from sales of securities available-for-sale 10,121 -
Acquisition of property, plant and equipment (18,917) (25,391)
Decrease in restricted cash 13,091 4,915
---------- ----------
Net cash provided by investing activities 5,574 20,640
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends (4,753) (4,785)
Net borrowings on credit facilities - 54,767
Proceeds from (repayment of) long-term debt (1,643) 78,117
Issuance of stock for incentive plans and other 1,883 1,993
Repurchase of common stock (30,233) (56,428)
---------- ----------
Net cash provided by (used in) financing activities (34,746) 73,664
---------- ----------
Net increase in cash and cash equivalents 29,901 7,264
Cash and cash equivalents at beginning of period 2,680 1,731
---------- ----------
Cash and cash equivalents at end of period $ 32,581 $ 8,995
========== ==========
</TABLE>
(See accompanying notes to the condensed consolidated financial statements)
3
<PAGE>
CLAYTON HOMES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The condensed consolidated financial statements of Clayton Homes, Inc.
and its wholly and majority owned subsidiaries (the Company) have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted. The
condensed consolidated financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's Annual
Report to Shareholders for the year ended June 30, 1999.
The information furnished reflects all adjustments which are necessary for a
fair presentation of the Company's financial position as of December 31, 1999,
the results of its operations and its cash flows for the six month periods ended
December 31, 1999, and 1998. All such adjustments are of a normal recurring
nature.
2. The results of operations for the six months ended December 31, 1999, and
1998 are not necessarily indicative of the results to be expected for the
respective full years.
3. Certain reclassifications have been made to the 1998 financial
statements to conform to the 1999 presentation.
4. The Company has $75 million of 6.25% Senior Notes due December 30, 2003,
which are primarily to facilitate the purchase, origination and
warehousing of loan portfolios. The Senior Notes are guaranteed by all
significant subsidiaries of the Company and are governed by various
financial covenants which require maintenance of certain financial ratios.
Subsequent to December 31, 1999, the Company renewed its committed one year $300
million commercial paper conduit facility used to facilitate interim sale of
manufactured housing contracts.
5. Reconciling items in excess of bank balances have been reclassified to
accounts payable and accrued liabilities.
6. The following reconciliation details the numerators and denominators used
to calculate basic and diluted earnings per share for the respective periods:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
(in thousands except per share data) 1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income $ 35,231 $ 35,013 $ 70,755 $ 68,210
Average shares outstanding
Basic 140,005 144,658 140,523 146,118
Add: common stock equivalents (1) 337 706 363 814
-------- -------- -------- --------
Diluted 140,342 145,364 140,886 146,932
Earnings per share
Basic $ .25 $ .24 $ .50 $ .47
Diluted $ .25 $ .24 $ .50 $ .46
</TABLE>
(1) Common stock equivalents are principally stock options.
4
<PAGE>
CLAYTON HOMES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
7. The Company operates primarily in four business segments: Retail,
Manufacturing, Financial Services and Communities. The following table
summarizes information with respect to the Company's business segments for the
three month and six month periods ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
(in thousands) 1999 1998 1999 1998
-------------- -------------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES
Retail $ 175,272 $ 173,770 $ 368,266 $ 347,984
Manufacturing 153,205 165,436 312,455 316,979
Financial Services 47,714 46,319 92,657 91,281
Communities 20,458 16,429 41,969 32,955
Intersegment sales (87,490) (82,834) (168,891) (155,393)
-------------- -------------- ---------- ----------
Total revenues $ 309,159 $ 319,120 $ 646,456 $ 633,806
INCOME FROM OPERATIONS
Retail $ 12,498 $ 16,765 $ 27,907 $ 31,965
Manufacturing 17,062 17,742 32,433 35,470
Financial Services 28,072 25,072 53,266 50,562
Communities 3,711 3,138 6,979 5,798
Eliminations/Other (5,792) (5,876) (8,757) (13,264)
-------------- -------------- ---------- ----------
Total income from operations $ 55,551 $ 56,841 $ 111,828 $ 110,531
CAPITAL EXPENDITURES
Retail $ 3,304 $ 4,469 $ 6,313 $ 7,203
Manufacturing 4,274 3,802 7,592 7,902
Financial Services 277 85 382 379
Communities 1,256 2,740 4,199 9,204
Eliminations/Other 380 364 431 703
-------------- -------------- ---------- ----------
Total capital expenditures $ 9,491 $ 11,460 $ 18,917 $ 25,391
As of December 31,
1999 1998
-------------- --------------
IDENTIFIABLE ASSETS
Retail $ 275,492 $ 224,417
Manufacturing 90,859 74,498
Financial Services 790,443 1,049,889
Communities 179,283 175,493
Eliminations/Other 38,356 27,902
-------------- --------------
Total identifiable assets $ 1,374,433 $ 1,552,199
</TABLE>
5
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. Financial Statements.
----------------------
See pages 2 through 5.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
-------------------------------------------------------------------
Results of Operations.
-----------------------
SIX MONTHS ENDED DECEMBER 31, 1999:
The following table reflects the percentage changes in retail sales for the
Company's retail and community sales centers and wholesale sales to independent
retailers. It also reflects percentage changes in the average number of
Company-owned retail centers, communities and independent retailers, the average
sales per location, and the average price per home sold in each category.
<TABLE>
<CAPTION>
First Six Months
Fiscal Year 2000 vs 1999
-------------------------
<S> <C>
Retail
Dollar sales + 6.4%
Number of retail centers + 10.0%
Dollar sales per retail center - 3.3%
Price of home + 10.0%
Wholesale
Dollar sales - 13.1%
Number of independent retailers - 3.9%
Dollar sales per independent retailer - 9.6%
Price of home + 4.2%
Communities
Dollar sales + 60.1%
Number of communities + 4.1%
Dollar sales per community + 53.7%
Price of home + 5.6%
</TABLE>
Total revenues for the six months ended December 31, 1999, increased 2% to $646
million, as manufactured housing sales rose 1% to $500 million, financial
services income grew 6% to $112 million and rental and other income increased 3%
to $34 million.
Net sales of the Retail group rose 6% to $337 million as the average home price
and the number of Company-owned sales centers rose 10%. Offsetting this
increase was a 12% decline in the average number of homes sold per sales center.
Net sales of the Manufacturing group decreased 13% to $144 million while the
number of homes sold decreased 17% to 6,297. The average wholesale price to
independent retailers increased 4% as a result of a shift in product mix towards
multi-section homes.
6
<PAGE>
Net sales of the Communities group increased 60% to $19 million as 52% more
homes were sold, while the average home selling price increased 6%.
Within the revenues for the Financial Services segment, interest and loan
servicing revenues decreased $2 million, and insurance related revenues rose $3
million. Rental and other income increased 3% as Communities rental income rose
8%.
Loans sold through asset-backed securities totaled $623 million, compared to
$532 million during the same period last year.
Financial services interest expense decreased to $0.6 million. Average debt
collateralized by installment contract receivables dropped 26% to $11 million,
while the weighted average interest rate moved from 10.62% to 10.50%. The terms
of the debt preclude prepayment by the Company.
Gross profit margins increased to 33.4% from 31.2%. The increase is
attributable to a higher percentage of retail sales in the total sales mix as
well as a shift in mix to multi-section units.
Selling, general and administrative expenses, as a percent of revenues,
increased to 29.8% from 27.2% in the prior year period partially due to
increased set up costs associated with the shift in mix toward multi-section
units and sales of larger homes. Also contributing was an increase in the
number of Company-owned sales centers without a corresponding increase in sales.
The provision for credit losses increased to 1.7% from 1.1% of sales.
The following table represents delinquent installment sales contracts as a
percentage of the total number of installment sales contracts which the Company
services and either owns or for which it is contingently liable. A contract is
considered delinquent if any payment is more than one month past due.
<TABLE>
<CAPTION>
December 31,
1999 1998
----- -----
<S> <C> <C>
Total delinquency as a percentage
of contracts outstanding:
All contracts 3.42% 3.43%
Contracts originated by VMF 2.47% 2.76%
Contracts acquired from other institutions 7.76% 6.40%
</TABLE>
7
<PAGE>
The following table sets forth information related to loan loss/repossession
experience for all installment contract receivables which the Company either
owns or for which it is contingently liable.
<TABLE>
<CAPTION>
Six Months Ended
December 31,
1999 1998
------ ------
<S> <C> <C>
Net losses as a percentage of average
loans outstanding (annualized):
All contracts 1.5% 1.3%
Contracts originated by VMF 1.3% 0.9%
Contracts acquired from other institutions 3.2% 3.4%
Number of contracts in repossession:
All contracts 2,208 2,014
Contracts originated by VMF 1,772 1,459
Contracts acquired from other institutions 436 555
Total number of contracts in repossession
as a percentage of total contracts 1.7% 1.8%
</TABLE>
The overall increase in inventories as of December 31, 1999, from
June 30, 1999, is explained as follows:
<TABLE>
<CAPTION>
($in millions)
<S> <C>
Manufacturing Increase (decrease)
- -------------- --------------------
Finished goods $ 4.5
Raw materials (5.1)
Retail
- -------
Increase in inventory levels at 306
Company-owned retail centers at
June 30, 1999 12.7
Inventory to stock four new
Company-owned retail centers 5.3
Communities
- ------------
Increase in inventory levels at 75
Communities at June 30, 1999 .2
Inventory to stock one new Community .3
--------------------
$ 17.9
====================
</TABLE>
On December 31, 1999, the order backlog for the Manufacturing group (consisting
of Company-owned and independent retailer orders) decreased to $14 million, as
compared to $35 million for the same period last year.
8
<PAGE>
SECOND QUARTER ENDED DECEMBER 31, 1999:
The following table reflects the percentage changes in retail sales for the
Company's retail and community sales centers and wholesale sales to independent
retailers. It also reflects percentage changes in the average number of
Company-owned retail centers, communities and independent retailers, the average
sales per location, and the average price per home sold in each category.
<TABLE>
<CAPTION>
Second Three Months
Fiscal Year 2000 vs 1999
--------------------------
<S> <C>
Retail
Dollar sales + 1.1%
Number of retail centers + 9.0%
Dollar sales per retail center - 7.2%
Price of home + 8.6%
Wholesale
Dollar sales - 21.2%
Number of independent retailers - 3.0%
Dollar sales per independent retailer - 18.8%
Price of home + 2.7%
Communities
Dollar sales +51.5%
Number of communities + 3.4%
Dollar sales per community +46.5%
Price of home + 3.1%
</TABLE>
Total revenues for the three months ended December 31, 1999, decreased 3% to
$309 million, as manufactured housing sales decreased 5% to $234 million,
financial services income grew 5% to $58 million and rental and other income
increased 2% to $17 million.
Net sales of the Retail group rose 1% to $160 million as the average home price
and the number of Company-owned sales centers increased 9%. Offsetting this
increase was a 15% decline in the average number of homes sold per sales center.
Net sales of the Manufacturing group decreased 21% to $66 million while the
number of homes sold decreased 23% to 2,878. The average wholesale price to
independent retailers increased 3% as a result of a shift in product mix towards
multi-section homes.
Net sales of the Communities group increased 51% to $9 million as 47% more homes
were sold and the average home selling price increased 3%.
Within the revenues for the Financial Services segment, interest and loan
servicing revenues decreased $2 million, and insurance related revenues rose $2
million. Rental and other income increased 2% on an 8% rise in Communities
rental income.
9
<PAGE>
Loans sold through asset-backed securities totaled $267 million, compared to
$288 million during the same period last year.
Financial services interest expense decreased to $0.3 million. Average debt
collateralized by installment contract receivables dropped 26% to $10 million,
while the weighted average interest rate moved from 10.88% to 10.57%. The terms
of the debt preclude prepayment by the Company.
Gross profit margins increased to 34.1% from 31.9%. The increase is attributable
to a higher percentage of retail sales in the total sales mix as well as a shift
in mix to multi-section units.
Selling, general and administrative expenses, as a percent of revenues,
increased to 30.5% from 27.7% in the prior year period partially attributable to
a 9% increase in the average number of Company-owned sales centers without a
corresponding increase in sales. The provision for credit losses increased to
1.9% from 1.1% of sales.
The following table sets forth write-off experience for the quarters ended
December 31, 1999 and 1998:
<TABLE>
<CAPTION>
Second Quarter Ended
December 31,
1999 1998
----- -----
<S> <C> <C>
Net losses as a percentage of average
loans outstanding (annualized):
All contracts 1.6% 1.4%
Contracts originated by VMF 1.4% 1.0%
Contracts acquired from other institutions 3.2% 3.8%
</TABLE>
Liquidity and Capital Resources
- ----------------------------------
Cash at December 31, 1999, was $32.6 million as compared to $2.7 million at June
30, 1999. The Company anticipates meeting cash requirements with cash flow from
operations, revolving credit lines, a commercial paper conduit facility, senior
notes, and sales of installment contract and mortgage loan receivables and GNMA
certificates.
At December 31, 1999 and June 30, 1999, the Company had short-and long-term debt
outstanding of $0 and $94.8 million, and $0 and $96.5 million, respectively.
Short-term debt available consists of $150 million committed and $62.5 million
uncommitted lines of credit. These lines of credit do not require collateral
and are priced on LIBOR plus rates ranging from 0.10% to 0.50%. The committed
credit lines are guaranteed by all significant subsidiaries of the Company and
are governed by various financial covenants which require maintenance of
certain financial ratios.
The Company has $75 million of 6.25% Senior Notes due December 30, 2003, which
are primarily to facilitate the purchase, origination and warehousing of loan
portfolios. The Senior Notes are guaranteed by all significant subsidiaries of
the Company and are governed by various financial covenants which require
maintenance of certain financial ratios.
Subsequent to December 31, 1999, the Company renewed its committed one year $300
million commercial paper conduit facility used to facilitate interim sale of
manufactured housing contracts. At December 31, 1999, $187 million was
utilized.
10
<PAGE>
Year 2000
- ----------
The Company has not experienced any significant business disruptions as a result
of Year 2000 issues with our systems or those of our business partners. While
there are no guarantees that problems will not
arise, we expect that any problems that materialize at this point will be minor,
easily resolved, and not significant to normal operation of the Company or its
financial status. All business units will maintain a
high level of vigilance with special attention to processes that affect our
external customers. The Company remains committed to monitor, measure, and
correct problems that may occur as a result of Year 2000 issues. The Company
did not incur significant costs related to Year 2000 issues and does not expect
to incur material Year 2000 transition costs in the future.
New Accounting Pronouncements
- -------------------------------
In March 1998, the AICPA issued Statement of Position 98-1 (SOP 98-1),
Accounting for the Cost of Computer Software Developed or Obtained for Internal
Use. SOP 98-1 is effective for financial statements for the fiscal years
beginning after December 15, 1998. SOP 98-1 provides guidance on accounting for
computer software developed or obtained for internal use including the
requirement to capitalize specified costs and amortization of such costs. The
Company will adopt the provisions of SOP 98-1 in its fiscal year ending June 30,
2000, and does not expect such adoption to have a material effect on the
Company's reported results of operations, financial position, or cash flows.
In April 1998, the AICPA issued SOP 98-5, Reporting on the Costs of Start-Up
Activities, which is effective for fiscal years beginning after December 15,
1998. SOP 98-5 provides guidance on the financial reporting of start-up and
organization costs. It requires start-up activities and organization costs to
be expensed as incurred. The adoption of this standard is not expected to have
a material impact on the Company's reported results of operations, financial
position or cash flows.
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivatives and
Financial Instruments and Hedging Activities. SFAS 133 establishes accounting
and reporting standards of derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. In July
1999, the FASB issued SFAS No. 137, Deferral of the Effective Date of SFAS 133,
which amends SFAS 133 by deferring the effective date to fiscal years beginning
after June 15, 2000. The adoption of SFAS 133 is not expected to have a
material impact on the Company's reported results of operations, financial
position or cash flows.
Forward Looking Statements
- ----------------------------
Certain statements in this quarterly report are forward looking as defined in
the Private Securities Litigation Reform Law. These statements involve certain
risks and uncertainties that may cause actual results to differ materially from
expectations as of the date of this report. These risks fall generally within
three broad categories consisting of industry factors, management expertise, and
government policy and economic conditions. Industry factors include such
matters as potential periodic inventory adjustments by both captive and
independent retailers, general or seasonal weather conditions affecting sales
and revenues, catastrophic events impacting insurance reserves, cost of labor
and/or raw materials and industry consolidation trends creating fewer, but
stronger competitors capable of sustaining competitive pricing pressures.
11
<PAGE>
Management expertise is affected by management's overall ability to anticipate
and meet consumer preferences, maintain successful marketing programs, continue
quality manufacturing output, keep a strong cost management oversight, meet the
Year 2000 compliance plan, and project stable gain on sale accounting
assumptions. Lastly, management has the least control over government policy
and economic conditions such as prevailing interest rates, capital market
liquidity, government monetary policy, stable regulation of manufacturing
standards, consumer confidence, favorable trade policies, and general prevailing
economic and employment conditions.
12
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1 There were no reportable events for Item 1 through Item 5.
ITEM 6 Exhibits and Reports for Form 8-K.
---------------------------------------
(a) 27. Financial Data Schedule (SEC use only)
(b) Reports on Form 8-K.
Clayton Homes, Inc./Vanderbilt Mortgage & Finance, Inc. Senior
Subordinate Pass-Through Certificates Series 1999D. Filed
November 17, 1999.
Clayton Homes, Inc./Vanderbilt Mortgage & Finance, Inc.
incorporation of financial statements of Clayton Homes, Inc. into
registration statement file no. 333-75405 pertaining to Senior
Subordinate Pass-Through Certificates. Filed November 24, 1999. Filed
December 27, 1999.
13
<PAGE>
CLAYTON HOMES, INC.
-------------------
SIGNATURES
----------
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.
CLAYTON HOMES, INC.
---------------------
(Registrant)
Date: February 11, 2000 /s/ Kevin T. Clayton
------------------- -----------------------
Kevin T. Clayton
Chief Executive Officer and President
Date: February 11, 2000 /s/ Amber W. Krupacs
------------------- -----------------------
Amber W. Krupacs
Vice President Finance
Date: February 11, 2000 /s/ Greg A. Hamilton
------------------- -----------------------
Greg A. Hamilton
Vice President and Controller
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CLAYTON HOMES, INC. FOR THE SIX MONTHS ENDED DECEMBER
31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 32581
<SECURITIES> 51385
<RECEIVABLES> 591607
<ALLOWANCES> 7654
<INVENTORY> 202360
<CURRENT-ASSETS> 0
<PP&E> 390619
<DEPRECIATION> 90192
<TOTAL-ASSETS> 1374433
<CURRENT-LIABILITIES> 72281
<BONDS> 94834
0
0
<COMMON> 13965
<OTHER-SE> 969154
<TOTAL-LIABILITY-AND-EQUITY> 1374433
<SALES> 500206
<TOTAL-REVENUES> 646456
<CGS> 333042
<TOTAL-COSTS> 525668
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 8400
<INTEREST-EXPENSE> 133
<INCOME-PRETAX> 112255
<INCOME-TAX> 41500
<INCOME-CONTINUING> 70755
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 70755
<EPS-BASIC> .50
<EPS-DILUTED> .50
</TABLE>
