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 30, 1994 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 30, 1994 _______________________ _____________________________ 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 & Co. in accordance with standards established by the American Institute of Certified Public Accountants. As indicated in their report included herein, Arthur Andersen & Co. 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 30, 1994 and October 24, 1993 and the balances as of October 30, 1994 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 October 30, 1994, and the related condensed consolidated statements of income for the thirteen and twenty-seven week periods ended October 30, 1994, and for the thirteen and twenty-six week periods ended October 24, 1993, the condensed consolidated statement of cash flows for the twenty- seven and twenty-six week periods ended October 30, 1994 and October 24, 1993, respectively, and the condensed consolidated statement of changes in shareholders' equity for the twenty-seven week period ended October 30, 1994. 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 & CO. Orange County, California November 29, 1994 FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands except per share data) (UNAUDITED) Thirteen Thirteen Twenty-seven Twenty-six Weeks Weeks Weeks Weeks Ended Ended Ended Ended Oct. 30, Oct. 24, Oct. 30, Oct. 24, 1994 1993 1994 1993 OPERATING REVENUES: Manufacturing sales $699,525 $558,756 $1,453,103 $1,087,044 Finance interest income 10,896 8,689 21,616 17,828 ------- ------- ------- ------- 710,421 567,445 1,474,719 1,104,872 COSTS AND EXPENSES: Cost of products sold 571,799 454,318 1,180,335 886,495 Operating expenses 99,479 83,759 203,368 162,729 Finance interest expense 4,524 3,540 9,169 7,518 ------- ------- ------- ------- 675,802 541,617 1,392,872 1,056,742 Operating income 34,619 25,828 81,847 48,130 OTHER INCOME (EXPENSE): Investment income 2,203 2,935 4,537 5,480 Interest expense (1,026) (622) (1,844) (1,195) Other (181) 554 (192) 594 ----- ----- ----- ----- 996 2,867 2,501 4,879 Income before provision for income taxes and cumulative effect of accounting change 35,615 28,695 84,348 53,009 Provision for income taxes (14,766) (12,007) (34,412) (21,388) Minority interest in net loss of subsidiary 360 387 525 580 Income before cumulative effect of accounting change 21,209 17,075 50,461 32,201 Cumulative effect of change in accounting for income taxes -- -- -- (1,500) Net income $21,209 $17,075 $50,461 $30,701 Income per share before cumulative effect of accounting change $.45 $.37 $1.08 $.70 Cumulative effect of change in accounting for income taxes -- -- -- (.03) Net income per Common and equivalent share $.45 $.37 $1.08 $.67 Dividends declared per share of Common stock outstanding $.14 $.125 $.28 $.25 Common and equivalent shares outstanding 46,678 46,208 46,569 46,099 See accompanying notes to financial statements. FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONDENSED) (Amounts in thousands) ASSETS October 30, April 24, 1994 1994 (Unaudited) Cash $ 23,952 $ 37,267 Investments 160,745 121,212 Receivables: Manufacturing 158,979 158,054 Finance company 378,340 386,207 Inventories: Raw materials 136,602 117,778 Work in process and finished products 63,006 65,876 Land held for future development 6,800 6,800 Property, plant and equipment 244,035 220,788 Deferred tax benefits 65,519 59,084 Other assets 52,038 51,057 ---------- -------- $1,290,016 $1,224,123 LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 95,429 $ 80,568 Commercial paper borrowings and long-term debt 351,775 360,601 Employee compensation and benefits 100,813 98,004 Federal and state taxes on income (5,231) (4,323) Insurance reserves 44,336 45,343 Other liabilities 119,192 97,715 Total liabilities 706,314 677,908 Contingent liabilities Minority interest (816) (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 October 30, 1994 and 45,996,000 at April 24, 1994 46,038 45,996 Capital surplus 41,254 40,949 Retained earnings 498,662 461,086 Foreign currency translation adjustment (782) (1,565) Investment securities valuation adjustment (654) -- ------- ------- 584,518 546,466 $1,290,016 $1,224,123 See accompanying notes to financial statements. FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED) (Amounts in thousands) (UNAUDITED) Twenty-seven Twenty-six Weeks Ended Weeks Ended October 30, 1994 October 24, 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $50,461 $30,701 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 10,641 8,740 Amortization of intangibles and goodwill 1,003 907 Provision for credit losses 2,946 1,412 (Gain) loss on sales of property, plant and equipment 192 (594) Changes in assets and liabilities: (Increase) decrease in manufacturing receivables (925) 19,540 (Increase) decrease in inventories (15,954) 1,601 Increase in deferred tax benefits (6,435) (1,759) Increase in other assets (1,984) (7,140) Increase in accounts payable 14,861 14,730 Increase in employee compensation and benefits 2,809 5,017 Decrease in Federal and state taxes on income (908) (7,496) Increase (decrease) in insurance reserves (1,007) 3,178 Increase in other liabilities 21,477 11,262 Foreign currency translation adjustment 783 (492) Net cash provided by operating activities 77,960 79,607 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of finance receivables (643,038) (493,200) Principal collected on finance receivables 497,959 408,928 Proceeds from sale of retail sales contracts 150,000 93,531 Purchases of investment securities: Held-to-maturity (3,267,918) (3,654,107) Available-for-sale (253,477) (121,470) Proceeds from maturity of investment securities: Held-to-maturity 3,267,676 3,643,842 Available-for-sale 163,025 20,580 Proceeds from sale of available-for-sale investment securities 50,507 73,127 Purchases of property, plant and equipment, net (34,080) (35,603) Minority interest in subsidiary (565) (580) Net cash used in investing activities (69,911) (64,952) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of commercial paper 928,694 751,249 Principal payments on commercial paper (937,520) (730,592) Principal payments on long-term debt -- (30,000) Dividends to shareholders (12,885) (11,418) Proceeds from exercise of stock options 347 168 Net cash used in financing activities (21,364) (20,593) Decrease in cash (13,315) (5,938) Cash at beginning of period 37,267 34,834 Cash at end of period $23,952 $28,896 Supplementary disclosures: Income taxes paid $41,938 $28,943 Interest paid 10,201 8,480 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 Balance April 24, 1994 45,996 $45,996 $40,949 $461,086 $(1,565) $ -- $546,466 Add (deduct)- Net income -- -- -- 50,461 -- -- 50,461 Cash dividends declared on Common stock -- -- -- (12,885) -- -- (12,885) Stock options exercised 42 42 305 -- -- -- 347 Foreign currency translation adjustment -- -- -- -- 783 -- 783 Investment securities valuation adjustment -- -- -- -- -- (654) (654) Balance October 30, 1994 46,038 $46,038 $41,254 $498,662 $ (782) $(654) $584,518 See accompanying notes to financial statements. FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS October 30, 1994 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 October 30, 1994: (Amounts in thousands) Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available-for-Sale Securities: U.S. Treasury securities and obligations of U.S. government agencies $ 32,141 $ -- $ 908 $ 31,233 Obligations of states and political subdivisions 39,880 4 86 39,798 U.S. Corporate securities 1,001 -- -- 1,001 Foreign government obligations 8,493 11 57 8,447 Other debt securities 37,858 336 339 37,855 $119,373 $351 $1,390 $118,334 Held-to-Maturity Securities: Foreign government obligations $ 1,839 $ -- $ -- $ 1,839 Other debt securities 40,187 -- -- 40,187 $42,026 $ -- $ -- $42,026 The amortized cost and estimated fair value of the securities at October 30, 1994, 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. (Amounts in thousands) Fair Cost Value Available-for-Sale: Due in one year or less $ 77,628 $ 77,371 Due after one year through five years 22,787 22,558 Due after five years through ten years 18,958 18,405 $119,373 $118,334 Held-to-Maturity: All due in one year or less $42,026 $42,026 Investment income for the six months ended October 30, 1994 consisted of the following: Amount Interest income $4,281 Gross realized gains 298 Gross realized losses (9) Investment management fees (33) $4,537 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 27-week periods ended October 30, 1994. <TABLE. Thirteen Weeks Ended Twenty-seven Weeks Ended October 30, 1994 October 30, 1994 Increase % Increase % (Decrease) Change (Decrease) Change [S] [C] [C] [C] [C] Manufacturing sales $140,769 25.2 % $366,059 33.7 % Cost of products sold 117,481 25.9 293,840 33.1 Manufacturing gross profit 23,288 22.3 72,219 36.0 Finance interest income 2,207 25.4 3,788 21.2 Finance interest expense 984 27.8 1,651 22.0 Net finance revenues 1,223 23.8 2,137 20.7 Selling expenses 11,953 37.2 27,149 45.0 General and admin. expenses 3,767 7.3 13,490 13.2 Operating expenses 15,720 18.8 40,639 25.0 Operating income 8,791 34.0 33,717 70.1 Other income (expense) (1,871) (65.3) (2,378) (48.7) Income before taxes 6,920 24.1 31,339 59.1 Provision for income taxes 2,759 23.0 13.024 60.9 Net income $4,134 24.2 % $19,760 64.4 % [/TABLE] Current Quarter Compared to Same Quarter Last Year Net income for the quarter ended October 30, 1994 rose 24 percent to $21,209,000 or 45 cents per share compared to $17,075,000 or 37 cents per share for the similar period last year. This was the result of solid revenue growth from both manufactured housing and recreational vehicles. Overall revenues reached a new second quarter high of $710.4 million, up 25 percent from $567.4 million a year ago. Housing revenues of $344.1 million were the highest on record for the October quarter and 32 percent ahead of last year's $260.5 million. Housing unit volume rose 21 percent in the second quarter to 17,542 homes. Housing group sales represented 48 percent of total Company revenues compared to 46 percent last year. Recreational vehicle revenues rose 18 percent in the second quarter to $344.7 million reflecting good sales gains from towable products and motor homes. Motor home sales were up 15 percent to $191.2 million on a 10 percent gain in unit volume to 4,004. Travel trailer revenues increased 22 percent to $121.0 million on 14 percent unit growth to 8,939. The Company's folding trailer division experienced a 2 percent decline in revenues to $20.3 million as a result of an 11 percent drop in shipments to 4,723 units. European RV revenues improved to $12.2 million in the second quarter. Recreational vehicle sales accounted for 49 percent of total Company revenues, down from 51 percent last year. The benefits of higher volume were partially offset by rising raw material costs and a higher than expected loss from the Company's European RV operation. Despite improved sales volume in Europe, thin gross profit margins and high operating costs led to a $1.6 million operating loss for the quarter. Management expects that losses in its European operations are likely to continue throughout the balance of fiscal 1995. A 26 percent rise in the cost of products sold led to a decline in the gross margin percentage. Manufacturing gross profit dropped from 19.2 percent of sales last year to 18.3 percent, primarily reflecting margin pressure in the housing group. Most of the profit margin erosion stemmed from rising raw material costs which were not fully recovered in the selling prices of manufactured homes. Net finance revenues increased $1.2 million or 24 percent primarily due to higher wholesale loan volume. Finance interest income as well as finance interest expense were effected by increasing interest rates; however, the spread between lending and borrowing rates was largely maintained. Operating expenses rose $15.7 million or 19 percent to $99.5 million, but decreased as a percentage of sales from 14.8 percent to 14.0 percent, reflecting the effect of higher volume. Selling expenses of $44.1 million were up nearly $12.0 million or 37 percent. This was primarily due to higher costs for product warranty service, sales commissions, sales promotion and provisions for loan losses. General and administrative expenses increased $3.8 million or 7 percent to $55.4 million; however, as a percentage of revenues these costs declined to 7.8 percent from 9.1 percent in the prior year. The dollar increase was primarily due to higher employee compensation and benefits, largely caused by increased staffing for new plants and merit increases, accompanied by higher payroll taxes and retirement plan contributions. Non-operating income declined $1.9 million or 65 percent due to a 49 percent drop in net investment income and a $735,000 unfavorable swing in gains and losses on sales of fixed assets. The $1.2 million reduction in net interest income reflects higher interest expense as well as lower investment income. Higher interest rates and increased borrowing by the European RV operation led to the rise in interest expense. The reduced investment income resulted from a decline in realized gains on sales of investments. The combined Federal and state income tax rate declined to 41.5 percent compared to 41.8 percent last year. Current Year-To-Date Compared to Same Period Last Year Earnings for the first six months of fiscal 1995 reached $50,461,000 or $1.08 per share, up 64 percent from $30,701,000 and 67 cents per share in last year's first half. Last year's earnings included a $1.5 million charge (3 cents per share) for a change in accounting for income taxes. First half revenues were a record, rising 33 percent to $1.47 billion versus $1.10 billion last year. Manufactured housing revenues reached a record $696.0 million, up 43 percent from $488.2 million last year. Unit shipments for the first half of 1995 totaled 35,901, a gain of 34 percent over last year's same period. This improvement resulted from a healthy manufactured housing market and continued market share growth by Fleetwood. Industry unit volume grew 21 percent through the first nine months of calendar 1994, but the Company's home sales during that period were 36 percent ahead of the prior year. Housing revenues were 47 percent of total Company revenues, up from 44 percent for the similar period last year. Increased sales of motor homes and travel trailers led to a six-month sales gain of 25 percent for the RV group. As a result of a robust market for recreational vehicles, revenues reached a record $734.6 million in the first half, up from $585.7 million last year. Motor home and travel trailer revenues were both 25 percent ahead of last year's first half, rising to $411.2 million and $256.4 million, respectively. Fleetwood's folding trailer division generated revenues of $41.9 million in the first six months, up 3 percent over the prior year. European RV sales improved to $25.1 million in the first half. Recreational vehicle sales represented 50 percent of total Company revenues compared to 53 percent last year. The cost of products sold rose 33 percent, giving rise to a higher gross margin percentage. Manufacturing gross profit increased to 18.8 percent of sales from 18.4 percent last year due to improved RV profit margins. Improvements in direct labor and manufacturing overhead costs, relative to sales, more than offset the effect of rising raw material costs. Net finance revenues rose $2.1 million or 21 percent primarily as a result of higher wholesale loan volume and increased loan servicing income. Finance interest income and interest expense were both influenced by higher interest rates, but the spread between lending and borrowing rates was essentially maintained. Operating expenses increased $40.6 million or 25 percent to $203.4 million, but higher sales volume caused operating expenses to decline as a percentage of revenues from 14.7 percent to 13.8 percent. Selling expenses rose $27.1 million or 45 percent to $87.5 million, primarily due to cost increases for product warranty service, product financing, sales commissions and sales promotion. As a percentage of revenues, selling expenses rose from 5.5 percent to 5.9 percent. General and administrative expenses were up $13.5 million or 13 percent to $115.9 million primarily reflecting increased staffing and higher management incentive compensation (tied to profitability), along with increases in related payroll taxes and benefits. As a percentage of revenues, general and administrative costs declined from 9.3 percent to 7.9 percent. Non-operating income in the first half of fiscal year 1995 declined $2.4 million or 49 percent to $2.5 million. The combination of lower investment income, higher interest expense for the European operation and the absence of gains on sales of property, plant and equipment led to the decline. With respect to investment income, the favorable impact of larger invested balances and higher yields was more than offset by a decline in realized gains on sales of investment securities. The combined Federal and state income tax rate rose to 40.8 percent, up from 40.3 percent last year due to higher accruals for state income taxes. 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 six months of fiscal 1995 resulted in a strengthened cash position as of October 30, 1994. Despite healthy capital expenditures and a higher shareholder dividend, cash and investments rose from $158.5 million in April 1994 to $184.7 million at the end of October 1994. Cash outflows in the six months ended October 1994 included capital expenditures of $34.1 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 $12.9 million for the first half 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, Fleetwood Credit Corp. presold $150 million of asset-backed securities which were fully funded by August 1994. The proceeds 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. Other Matters The Department of Housing and Urban Development (HUD) in the past year has issued new regulations relating to the construction of manufactured housing so the homes will be better able to withstand high winds and extreme temperatures. Houses manufactured after July 13, 1994 must comply with construction and installation standards to withstand high winds in certain "hurricane zones" along the Atlantic and Gulf coasts, including all of Florida. The thermal standards, which principally relate to insulation ratings and the use of storm windows, apply to homes manufactured beginning October 26,1994. The wind and thermal standards vary according to the geographic regions or zones where the houses are sold. The Company has increased the base retail prices of its homes to cover the costs of complying with the new standards as well as the profit on these costs. With respect to the wind standard, the increase in the average retail price of homes resulting from such cost increases ranges from 7 percent to 15 percent, depending on the geographic region and whether a home is single-section or multi-section. The increase in the average retail price of homes resulting from the cost of compliance with the thermal standard generally ranges from 7 percent to 8 percent. The Company does not believe that the cost increases resulting from these new standards will have a material effect on the Company's sales or gross profit margins. 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 13, 1994, the following directors were elected to three-year terms to Fleetwood's Board of Directors: Glenn F. Kummer, Dale T. Skinner and Thomas A. Fuentes. The following directors continued in office after the meeting, but were not elected at the meeting: John C. Crean, William W. Weide, Andrew Crean, Dr. Douglas M. Lawson and Walter F. Beran. The shareholder votes on the elections were as follows: For Withheld Vote Glenn F. Kummer 39,515,772 278,104 Dale T. Skinner 39,510,048 283,828 Thomas A. Fuentes 39,514,086 279,790 In addition, the shareholders approved the adoption of the Senior Executive Incentive Compensation Plan which was approved by the Compensation Committee of the Board of Directors on April 21, 1994 and ratified by the Board of Directors on June 14, 1994. The shareholder vote on the proposed plan was as follows: For: 37,424,334 Against: 1,704,583 Abstain: 664,959 The shareholders also approved the adoption of the Company's Amended and Restated Long-Term Incentive Plan which was adopted by the Board of Directors on March 8, 1994. The shareholder vote on the proposed plan was as follows: For: 37,826,491 Against: 1,240,611 Abstain: 726,774 The total number of shares of Fleetwood Common stock outstanding as of July 20, 1994, the record date for the Annual Meeting, was 45,995,542 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 8, 1994 FLEETWOOD ENTERPRISES, INC. CONSOLIDATED FINANCIAL INFORMATION FINANCIAL DATA SCHEDULE