-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GRdgvBZs93IgjTsJrLABLGAYRYvYh6/evKVUeliRqkvJNvztSMtZCCVVhgxJlIW/ 9lIMB82DgKB/A8IG469TBw== 0000912057-96-014057.txt : 19960710 0000912057-96-014057.hdr.sgml : 19960710 ACCESSION NUMBER: 0000912057-96-014057 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19960428 FILED AS OF DATE: 19960709 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEETWOOD ENTERPRISES INC/DE/ CENTRAL INDEX KEY: 0000314132 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 951948322 STATE OF INCORPORATION: DE FISCAL YEAR END: 0428 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07699 FILM NUMBER: 96592136 BUSINESS ADDRESS: STREET 1: 3125 MYERS ST STREET 2: P O BOX 7638 CITY: RIVERSIDE STATE: CA ZIP: 92523 BUSINESS PHONE: 9093513500 10-K405 1 10-K405 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (MARK ONE) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) /X/ OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended April 28, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) 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 NO.) 3125 MYERS STREET, RIVERSIDE, CALIFORNIA 92503-5527 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (909) 351-3500 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH REGISTERED -------------------------------- --------------------------------- COMMON STOCK, $1 PAR VALUE NEW YORK STOCK EXCHANGE, INC. PACIFIC STOCK EXCHANGE, INC. PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE, INC. PACIFIC STOCK EXCHANGE, INC. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE (TITLE OF CLASS) 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 _____ AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NON-AFFILIATES ON JUNE 25, 1996: $1,147,759,000 (37,174,395 SHARES AT CLOSING PRICE ON NEW YORK STOCK EXCHANGE OF $30.875). FOR THIS PURPOSE ALL SHARES HELD BY OFFICERS AND DIRECTORS ARE CONSIDERED TO BE HELD BY AFFILIATES, BUT NEITHER THE REGISTRANT NOR SUCH PERSONS CONCEDE THAT THEY ARE AFFILIATES OF THE REGISTRANT. COMMON STOCK OUTSTANDING ON JUNE 25, 1996: 45,659,442 SHARES DOCUMENTS INCORPORATED BY REFERENCE: THE COMPANY'S PROXY STATEMENT WITH RESPECT TO ITS 1996 ANNUAL MEETING. FLEETWOOD ENTERPRISES, INC. PART I ITEM 1. BUSINESS GENERAL Fleetwood Enterprises, Inc. is the nation's largest producer of manufactured housing and recreational vehicles (motor homes, travel trailers, folding trailers and slide-in truck campers). The Company's principal manufacturing activities are primarily conducted in 18 states within the U.S., and to a much lesser extent in Canada. In addition, the Company operates three supply companies which produce components for the primary manufacturing operations, while also generating outside sales. Fleetwood Credit Corp. (FCC), the Company's wholly owned RV finance subsidiary, was sold subsequent to year end. Finance revenues from FCC have been excluded from fiscal 1996 and prior years' revenues, and results of operations have been classified as discontinued operations. Fleetwood's business began in 1950 through the formation of a California corporation. The present company was incorporated in Delaware in September 1977, and succeeded by merger to all the assets and liabilities of the predecessor company. The Company's principal executive offices are located in Riverside, California. As used herein, the terms "Fleetwood" or "Company" mean Fleetwood Enterprises, Inc. and its subsidiaries, unless otherwise indicated by the context. FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS The following table sets forth revenues by business segment and the relative contribution of such revenues to total revenues for the past three fiscal years. Information with respect to operating profit (loss) and identifiable assets by industry segment is shown in the Notes to Consolidated Financial Statements in Part II of this Form 10-K.
YEARS ENDED APRIL ------------------------------------------------- 1996 % 1995 % 1994 % ---------- --- ---------- --- ---------- --- (DOLLARS IN THOUSANDS) Manufactured housing.......... $1,443,016 51% $1,370,293 49% $1,054,267 45% ---------- --- ---------- --- ---------- --- Recreational vehicles: North American sales-- Motor homes........... 720,186 26 759,792 27 706,105 30 Travel trailers....... 458,159 16 493,432 17 433,441 19 Folding trailers...... 87,208 3 82,207 3 72,671 3 European sales............ 51,941 2 52,488 2 29,199 1 ---------- --- ---------- --- ---------- --- 1,317,494 47 1,387,919 49 1,241,416 53 ---------- --- ---------- --- ---------- --- Supply operations............. 48,767 2 49,650 2 36,501 2 ---------- --- ---------- --- ---------- --- $2,809,277 100% $2,807,862 100% $2,332,184 100% ---------- --- ---------- --- ---------- --- ---------- --- ---------- --- ---------- ---
MANUFACTURED HOUSING With many of the nation's households priced out of the site-built single family home market, manufactured housing has for some time been the principal source of housing in the economical new home market. Manufactured homes are transported from the factory to the site in one or more sections, and are installed utilizing their own chassis on either temporary or permanent foundations. Although manufactured homes are transportable, they are rarely moved after shipment from the factory to the homesite. About 60 percent of the manufactured homes produced in the United States are placed on individually owned lots. The balance are located on leased sites in manufactured housing communities. Homes manufactured by the Company are built to manufactured home construction and safety standards established by the U.S. Department of Housing and Urban Development. Fleetwood produces manufactured housing using efficient, assembly-line techniques with basically the same materials that are used in site-built homes. The Company purchases components primarily from outside sources, installs 1 plumbing, electrical and heating systems and fabricates sub-floors, walls, cabinets and wardrobes. Interior walls are typically constructed with a drywall material and exterior walls from wood products, anodized steel, simulated stucco or a combination of these materials. Roofs are covered with asphalt or wood shingles or constructed of galvanized steel. Fleetwood's housing products are sold under various trade names with models available in a variety of floorplans ranging in size from 650 to 2,560 square feet. A typical manufactured home includes a living room, dining area, kitchen, one or two bathrooms, and usually two or more bedrooms. Substantially all of the Company's homes are equipped with carpeting, major appliances, drapes and forced air furnaces, and may include furniture, all of which are included in the base price. Optional features available include upgraded furniture packages, air conditioning, automatic dishwashers and washers and dryers. Retail prices of the Company's manufactured homes range from approximately $11,000 up to about $120,000, although most are designed to sell for under $25,000. In some states, manufactured homes are still classified legally and by taxing authorities as personal property rather than real estate. Historically, they have been financed as personal property with shorter loan maturities and higher interest rates than conventional home mortgages. However, over the past decade a growing number of states have begun treating manufactured homes as real estate for tax and titling purposes. This is especially the case when they are attached to permanent foundations on individually owned lots. Such real estate treatment has in turn favorably affected financing. Retail financing has moved closer to that of site-built housing, especially in those areas of the country where multi-section homes have become a significant factor, or where land is also being purchased and financed in the same transaction. RECREATIONAL VEHICLES MOTOR HOMES: Fleetwood is the largest producer of motor homes in the United States, manufacturing products under the brand names Bounder, Southwind, Pace Arrow, Flair, Southwind Storm, Discovery, American Eagle, American Dream, American Tradition, Tioga and Jamboree. Motor homes are self-propelled vehicles which are primarily utilized for vacations, camping trips and other leisure activities. A motor home is a bus-like unit built directly on a purchased automotive chassis. The interior typically includes the driver area, kitchen, bathroom, dining and sleeping areas. The Company's Bounder, Southwind, Pace Arrow, Flair, Southwind Storm, Discovery, American Eagle, American Dream and American Tradition lines are conventional (Type A) motor homes which are fully self-contained, having sleeping accommodations for four to eight people and such optional features as air conditioning, auxiliary power generator and stereo radio. These units are available in a variety of models ranging in length from 22' to 40'. Tioga and Jamboree are more compact (Type C) motor homes built on cut-away van chassis with basically the same features and options as full-size conventional models. Type C units are available in various models ranging in length from 19' to 31'. On May 23, 1996, the Company sold its interest in its European subsidiary, Niesmann and Bischoff, a motor home manufacturer located in Koblenz, Germany. The Company had acquired a majority interest in this subsidiary in September 1992. The European operation had significant operating losses over the last 3 1/2 years despite management's actions to broaden the product offering and improve operating efficiencies. The divestiture resulted in a loss on disposition of $28 million, before income tax benefits, and had an impact on net earnings of $14 million or 30 cents per share, all of which was recognized in the fourth quarter of fiscal 1996. TRAVEL TRAILERS: Fleetwood is the largest manufacturer of travel trailers in the United States, marketing products under the brand names Prowler, Terry, Wilderness, Mallard, Savanna, Avion, Westport and Euroway. Fleetwood's travel trailers are designed to be towed by pickup trucks, vans or other appropriate tow vehicles, and are similar to motor homes in use and features. Although they are not generally designed to provide permanent living quarters, travel trailers do provide comfortable living facilities for short periods of time. All travel trailer models produced by the Company include sleeping, eating and bathroom facilities. In 2 addition, all of the Company's travel trailers are self-contained units with their own lighting, heating, refrigeration, fresh water storage tanks and sewage holding tanks so that they can be lived in for short periods without being attached to utilities. Most conventional travel trailers produced by Fleetwood are in 8' widths and vary in length from 17' to 39' (including trailer hitch). The Avion, Westport and Euroway products are slightly larger than the standard 8' width. The Company also produces fifth-wheel trailers which are designed to be towed exclusively by pickup trucks. Slide-in truck campers under the Caribou, Elkhorn and Angler brand names are manufactured in one of the Company's travel trailer factories. These units are similar in use and features to travel trailers, but are designed to fit in the bed of a pickup truck. FOLDING TRAILERS: With the acquisition of The Coleman Company's folding trailer operation in December 1989, Fleetwood became the nation's largest manufacturer of folding trailers. Folding trailers provide a lower cost alternative to travel trailers and are lighter and easier to tow. All models have eating and sleeping facilities and range in length from 17' to 25'. SUPPLY OPERATIONS AND OTHER BUSINESSES Supply operations consist of two fiberglass manufacturing companies and a lumber milling operation. These operations provide a reliable source of quality components for the Company's principal manufacturing businesses, while also generating significant outside sales. The Company's wholly owned insurance subsidiary, Gibraltar Insurance Company, Ltd., established in 1977, insures primarily products liability risks of the parent company and its subsidiaries. During fiscal 1990, the Company purchased a 75 acre land parcel located in Southern California, and was planning to develop the parcel as a site-built housing tract. Preliminary work has been done with respect to planning and approvals, but the Company has decided not to continue with the project. In fiscal year 1996, the value of the land was written down by $4.1 million to $2.8 million, which approximates the market value of the property. DISCONTINUED OPERATIONS On May 24, 1996, the Company completed the sale of its wholly owned RV finance subsidiary, Fleetwood Credit Corp., to Associates First Capital Corporation. The sale was a cash transaction for $156.6 million, resulting in a net gain of approximately $55 million which will be recognized in the first quarter of fiscal 1997. In connection with the sale, a long-term operating agreement was signed to assure continuing cooperation between the Company and Associates. FCC commenced lending operations in fiscal 1987 and has become one of the largest companies in the RV finance business. At the end of fiscal 1996, FCC had total assets of approximately $435 million and was managing about $1.1 billion in finance receivables. For fiscal 1996, FCC generated revenues of $52.2 million and net income of $9.7 million. The decision to sell this business segment was made in recognition of changes which have occurred in the RV finance business in recent years from a competitive standpoint. It was also the Company's belief that its capital can be employed elsewhere to generate better shareholder returns. See Notes 1 and 4 of the Notes to Consolidated Financial Statements in Part II of this Form 10-K for further information. SALES AND DISTRIBUTION Fleetwood's policy is to produce manufactured housing only against orders received from dealers, and the Company does not generally maintain an inventory of finished homes. Recreational vehicles are sometimes built for inventory, particularly during the winter months in anticipation of heavier spring demand. The Company sells its recreational vehicles and manufactured housing to independent dealers operating from approximately 2,700 locations in 49 states and Canada. Historically, the Company has sold its products through many independent dealers, none of which individually accounted for a material part of the Company's total sales. Large chain dealerships have in recent years become more important distributors of the Company's manufactured housing products. However, no single dealer accounted for as much as 4 3 percent of Fleetwood's total sales during the most recent fiscal year. In the past, the Company has not had many exclusive dealership arrangements and most dealers sell competitive lines; however, the Company is currently encouraging a trend toward more exclusive dealership arrangements. Fleetwood provides most purchasers of its recreational vehicles and manufactured housing with a one-year warranty against defects in materials and workmanship, excluding only certain specific components which are separately warranted by the suppliers. With respect to manufactured homes, the Company provides a five-year warranty on structural, plumbing and electrical system failures for homes produced after March 15, 1993. In the case of motor homes, the warranty period is one year or until a unit has been driven 15,000 miles, whichever occurs first, except for structural items which are covered under a limited warranty for three years. The extended structural warranty applies to motor homes beginning with model year 1995. Annual expenses under such warranties were approximately $102.4 million in 1996 and $83.6 million in 1995. For the past few years, the Company has been actively involved in the quality improvement process which has as one of its objectives the enhancement of customer satisfaction. This process is facilitated by the use of independent consumer surveys to determine whether retail customers are satisfied with the quality of their Fleetwood product and the level of service provided by the retailer. An independent consumer research firm conducts telephone surveys and feeds back customer responses to the Company's manufacturing entities and dealers to reinforce quality performance and eliminate customer problems. Each year, specific customer satisfaction goals are established for the Company's manufacturing operations and independent retailers. Dealers who meet these performance standards are recognized with the Company's Circle of Excellence award, and Fleetwood manufacturing centers are similarly honored for reaching high levels of customer satisfaction. These efforts have resulted in increased awareness by Company employees and retailers of the importance of product quality and service, which in turn has significantly improved the Company's customer satisfaction ratings. Ultimately, the level of Company sales to dealers is determined by the rate of dealer sales to retail customers. However, in the short run the Company's shipments may vary markedly from retail sales because of dealers' adjustments to inventories (upward or downward) based upon such factors as seasonality, current or impending new model introductions, expectations of future demand and inventory financing costs. Sales of manufactured housing are somewhat seasonal and tend to be lower during the winter months in most areas. Recreational vehicles are used primarily by vacationers and campers and, as a result, sales historically have been higher during the Company's first and fourth fiscal quarters. Sales of recreational vehicles and manufactured housing are generally made to dealers either on a C.O.D. basis or under commitments by financial institutions which have agreed to finance dealer purchases. From time to time, the Company provides financing support programs exclusively for Fleetwood products. One such program with Fleetwood Credit Corp. (FCC) provides floor plan financing to Fleetwood recreational vehicle dealers at interest rates slightly below market, with the Company subsidizing the interest cost. The Company will continue this subsidy to FCC on a more limited basis during the next two fiscal years. A similar program exists with another outside lending institution. Under these arrangements, the interest rate to the dealer varies depending on market rates and the extent to which the Company subsidizes the programs. With financing sources more readily available to wholesale and retail buyers, the Company participation in subsidizing financing support programs has decreased in recent years. The aggregate cost of wholesale finance subsidies was $7.0 million in 1996 and $8.4 million in 1995. In fiscal 1992, the Company formed an alliance with Associates, a unit of Ford Motor Company, for the purpose of establishing wholesale and retail financing programs exclusively for Fleetwood manufactured housing retailers. One such program provides retail financing to buyers of Fleetwood homes at below- market interest rates, with the Company compensating the lender for the difference between actual and market interest rates. The cost of this program was $1.0 million in 1996 and $1.1 million in 1995. Currently, about 700 retailer locations participate in this program representing about 25 percent of the Company's housing volume. As is customary in the industry, most lenders financing dealer inventories require the Company to execute repurchase agreements. These agreements provide that in the event a dealer defaults on repayment of the financing, the Company may be required to repurchase its product from the lenders in accordance 4 with a declining repurchase price schedule. The risk of loss under these agreements is spread over numerous dealers and lenders, and is further reduced by the resale value of any products which may be repurchased. The number of units repurchased and the losses incurred under these agreements have not been significant in the past. IDLE FACILITIES Idle facilities include closed plants and certain other properties which are not in current use by the Company. There were four idle plants at the end of both 1996 and 1995. One plant was activated during fiscal 1996, another was leased to a third party and two others became idle. There are no immediate plans to reopen any of the closed plants. The idle facilities consist solely of land and multi-purpose buildings with nominal carrying costs. The book value of idle facilities was $5.5 million at April 28, 1996 and $6.7 million at April 30, 1995, net of accumulated depreciation of $3.7 million and $3.1 million, respectively. In the opinion of management, the carrying values of idle facilities are not in excess of realizable value. The Company has generally been successful in disposing of idle facilities at prices that exceed carrying values. See Note 5 of the Notes to Consolidated Financial Statements in Part II of this Form 10-K for further information. ENGINEERING AND PRODUCT DEVELOPMENT The Company is continually engaged in the development of new designs and production techniques for Fleetwood products and in testing construction materials. Amounts spent on these activities were $19.2 million in 1996 and $17.5 million in 1995. REGULATION (SEE ALSO "COMPETITION AND BUSINESS RISKS") Standards established by the Federal government, several state and local governments and the government of Canada regulate the installation of plumbing, heating and electrical systems and construction methods utilized in the Company's products. Accordingly, plans and specifications for Fleetwood products are required to be approved and units may be inspected by the appropriate agency prior to completion. The Company is subject to provisions of the Housing and Community Development Act of 1974, under which HUD establishes construction and safety standards for manufactured homes, and also may require manufactured housing producers to send notifications to customers of noncompliances with standards or to repair manufactured homes which contain certain hazards or defects. The Company is also subject to the National Traffic and Motor Vehicle Safety Act under which the Department of Transportation may require manufacturers to recall recreational vehicles which contain safety-related defects. Fleetwood has periodically determined on its own initiative to recall and repair certain units and, on occasion, has had disputes with such Departments over allegations that its products fail to comply with Federal standards. The costs associated with such notification or recall campaigns were not significant in the past. In 1985, HUD adopted product standards regulating formaldehyde emissions from particleboard and plywood used in manufactured homes and required an air quality notice regarding formaldehyde to be placed prominently in all manufactured homes. HUD's regulations are intended to preempt state and local formaldehyde standards and notice requirements with respect to manufactured home purchasers. COMPETITION AND BUSINESS RISKS Recreational vehicles produced by Fleetwood are intended for use on public highways, and gasoline is required for the operation of motor homes and most vehicles used to tow travel trailers and folding trailers. Shortages and significant increases in the price of gasoline have had a substantial adverse effect on the market for these products twice in the past and could again adversely affect demand in the future. The substantial contraction of industry and Fleetwood RV sales during fiscal 1980, 1981 and 1991, and the subsequent improvements in sales as energy concerns abated, are indicative of the sensitivity of the RV business to energy developments. 5 The recreational vehicle and manufactured housing businesses are heavily dependent on the availability and terms of financing for dealer and retail purchases. Consequently, increases in interest rates and the tightening of credit through governmental actions or other means have adversely affected the Company's business in the past and are likely to do so in the future. Some components of recreational vehicles and manufactured homes are produced by only a small group of reputable suppliers which have the capacity to supply large quantities on a national basis. This is especially true in the case of motor home chassis where Ford Motor Company and General Motors Corporation are the dominant suppliers. Shortages, production delays or work stoppages by the employees of such suppliers could have a substantial adverse impact on the Company's business. This is particularly significant in the current year in which automotive labor negotiations will take place, and a strike is a distinct possibility. The businesses of producing and selling manufactured housing and recreational vehicles are highly competitive as to price, design, quality and service. There is competition from many other manufacturers, some of which, though smaller than the Company, focus on specific product lines or geographic areas and provide significant competition. Any limitation on the growth of the number of spaces for manufactured homes due to any cause, including local ordinances, which affects the operation of manufactured housing communities, could adversely affect Fleetwood's housing business. Manufactured housing communities and individual home placements are subject to local zoning ordinances and other local regulations relating to utility service and construction of roadways. In the past, there has been resistance on the part of property owners to the adoption of zoning ordinances permitting the location of manufactured homes in residential areas, which is believed to have adversely affected the growth of the industry. However, in recent years, important strides have been made in the elimination of discriminatory zoning laws as more state and local authorities have recognized the importance of manufactured housing in the overall housing market. EMPLOYEE RELATIONS As of April 28, 1996, the Company and its subsidiaries had approximately 18,000 employees. Most full-time employees are provided with paid annual vacations, group life insurance, medical and hospitalization benefits, a retirement plan and other fringe benefits. Approximately 600 of these employees hold management or supervisory positions and work pursuant to written contracts. Pursuant to these contracts, such employees may receive incentive compensation depending on the financial performance of the employer entity, which can represent a substantial part of their total compensation. As of April 28, 1996, collective bargaining agreements were in effect at two of Fleetwood's manufacturing locations covering a total of approximately 800 employees. Expiration dates for these agreements are in October 1996 and September 1997. Except for employees at these plants, no other Company employees are represented by a certified labor organization. ITEM 2. PROPERTIES The Company owns its executive offices which are located at 3125 Myers Street in Riverside, California. The administrative offices, which occupy 173,500 square feet, are situated on Company-owned parcels of land totaling approximately 18.1 acres. The following table describes additional property and buildings owned or leased by the Company and its subsidiaries which are utilized for manufacturing, research and development, and administrative purposes as of April 28, 1996.
APPROXIMATE APPROXIMATE FACILITY AND LOCATION ACREAGE SQUARE FOOTAGE - ------------------------------------------------ ----------- -------------- Plants Producing Manufactured Housing: Hamilton, Alabama....................... 10.2 128,500 Glendale, Arizona....................... 41.5 120,400 Riverside, California................... 18.8 97,600 Woodland, California.................... 15.8 111,500 Auburndale, Florida..................... 13.7 97,200 Plant City, Florida..................... 11.5 85,800 Alma, Georgia........................... 43.6 221,700
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APPROXIMATE APPROXIMATE FACILITY AND LOCATION ACREAGE SQUARE FOOTAGE - ------------------------------------------------ ----------- -------------- Broxton, Georgia........................ 20.0 98,700 Douglas, Georgia........................ 25.7 273,600 Douglas, Georgia........................ 20.7 134,100 Fitzgerald, Georgia..................... 18.6 120,900 Pearson, Georgia........................ 13.3 133,200 Pearson, Georgia........................ 16.2 98,600 Nampa, Idaho............................ 19.8 153,500 Nampa, Idaho............................ 11.4 75,700 Garrett, Indiana........................ 22.1 120,800 Garrett, Indiana........................ 20.4 104,500 Lexington, Mississippi.................. 51.6 261,400 Lumberton, North Carolina............... 52.0 115,100 Mooresville, North Carolina............. 21.8 119,300 Pembroke, North Carolina................ 32.4 208,900 Roxboro, North Carolina................. 20.0 94,700 Woodburn, Oregon........................ 22.4 197,300 Woodburn, Oregon........................ 28.9 56,500 Elizabethtown, Pennsylvania............. 17.5 101,000 Elizabethtown, Pennsylvania............. 19.7 112,400 Gallatin, Tennessee..................... 18.2 183,800 Westmoreland, Tennessee................. 38.6 143,900 Westmoreland, Tennessee................. 20.6 114,800 Belton, Texas........................... 53.1 134,600 Waco, Texas............................. 18.1 117,000 Waco, Texas............................. 8.6 78,700 Waco, Texas............................. 19.4 97,200 Waco, Texas............................. 13.0 114,600 Wichita Falls, Texas.................... 31.5 113,000 Rocky Mount, Virginia................... 13.8 83,400 Woodland, Washington.................... 18.0 156,500 Plants Producing Recreational Vehicles: Motor Homes: Chico, California....................... 28.6 153,300 Riverside, California................... 36.8 326,700 Decatur, Indiana........................ 90.0 327,900 Decatur, Indiana........................ 29.3 179,300 Paxinos, Pennsylvania................... 71.6 222,400 Motor Home Service Facilities: Riverside, California................... 9.5 60,600 Decatur, Indiana........................ 34.8 176,600 Paxinos, Pennsylvania(1)................ 7.1 39,600 Travel Trailers: Rialto, California(2)................... 18.8 115,700 Riverside, California(3)................ 18.5 100,100 Crawfordsville, Indiana................. 15.0 131,500 Hancock, Maryland....................... 20.5 102,900 Omaha, Nebraska......................... 22.3 158,800 Edgerton, Ohio.......................... 16.6 92,700 LaGrande, Oregon........................ 32.0 98,000 Pendleton, Oregon....................... 20.8 198,700 Longview, Texas......................... 42.8 157,700 Winchester, Virginia.................... 20.6 122,700
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APPROXIMATE APPROXIMATE FACILITY AND LOCATION ACREAGE SQUARE FOOTAGE - ------------------------------------------------ ----------- -------------- Lindsay, Ontario, Canada................ 9.2 140,800 Folding Trailers: Somerset, Pennsylvania.................. 42.6 392,500 Plants Producing Components: Fontana, California..................... 11.9 83,000 Riverside, California................... 10.0 111,000 Hauser Lake, Idaho...................... 28.0 81,000 Decatur, Indiana........................ 32.1 216,500 Division Offices and Research and Development Facilities: Riverside, California................... 21.9 234,300
The following Company-owned manufacturing facilities were not in operation as of April 28, 1996.
APPROXIMATE APPROXIMATE FACILITY AND LOCATION ACREAGE SQUARE FOOTAGE - ------------------------------------------------ ----------- -------------- Haines City, Florida............................ 13.6 89,800 Williamsport, Maryland.......................... 45.1 71,600 Benton Harbor, Michigan......................... 44.1 104,700 Lindsay, Ontario, Canada........................ 20.0 72,000
- --------- (1) Service facility deactivated subsequent to year end. (2) Includes 4.0 acres and 27,100 square foot building leased from unaffiliated outside party. (3) Includes 1.0 acre and 31,700 square foot building leased from unaffiliated third party. ITEM 3. LEGAL PROCEEDINGS The Company is involved in various legal proceedings, most of which are routine litigation incident to its business, and some of which are covered in whole or in part by insurance. In the opinion of management, none of the uninsured cases involve realistic claims which are material in amount. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of the shareholders of the Company during the fourth quarter of fiscal year 1996. 8 EXECUTIVE OFFICERS OF THE COMPANY
NAME TITLE AGE - -------------------------------------------------------------------------- --- John C. Crean Chairman of the Board and Chief Executive Officer 71 Glenn F. Kummer President and Chief Operating Officer 62 Jon A. Nord Senior Vice President-Housing Group 56 Elden L. Smith Senior Vice President-Recreational Vehicle Group 56 Paul M. Bingham Financial Vice President, Assistant Secretary and Chief Financial Officer 54 William H. Lear Vice President-General Counsel and Secretary 56 Larry J. Hughes Vice President-Travel Trailers 52 Richard E. Parks Vice President-Motor Homes 49 Larry L. Mace Vice President-Supply Subsidiaries 53 Robert W. Graham Vice President-Administration and Human Resources 59 Jerry L. Hewitt Vice President-Quality 52 Nelson W. Potter Vice President-Planning and Corporate Development 53 Lyle N. Larkin Treasurer and Assistant Secretary 51
None of the Company officers are related by blood, marriage, or adoption. With the exception of Mr. Hewitt who joined the Company during fiscal year 1992, all of the officers have been employed by the Company for at least the past five years. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS The following table lists the high and low sales prices for Fleetwood's Common stock during the past two fiscal years as reported on the New York Stock Exchange Composite Tape, along with information on dividends paid per share during the same periods. The Company's Common stock is listed on the New York and the Pacific stock exchanges and traded on various regional exchanges (Ticker Symbol: FLE). Call options are traded on the American Stock Exchange.
DIVIDENDS QUARTER HIGH LOW PAID - --------------------------------------------- ------- ------- -------- Fiscal 1996 First.................................... $22 3/4 $18 1/8 $.14 Second................................... 21 3/8 19 1/8 .15 Third.................................... 27 5/8 20 1/2 .15 Fourth................................... 29 23 1/8 .15 Fiscal 1995 First.................................... $23 7/8 $19 1/8 $.125 Second................................... 27 1/4 21 1/2 .14 Third.................................... 23 1/8 17 3/4 .14 Fourth................................... 24 1/8 18 .14
On April 28, 1996, there were approximately 1,800 shareholders of record of the Company's Common stock. 9 The Company's policy is to consider dividend payments in the context of the overall financial strength of the Company and earnings performance over an extended period of time.During fiscal 1996, the Company declared quarterly dividends of 15 cents per share. Subsequent to year end, the Company announced an increase in the quarterly cash dividend from 15 cents to 16 cents per share. The first dividend at the new rate was declared by the Board of Directors on June 11, 1996, and is payable to shareholders on August 14, 1996. ITEM 6. SELECTED FINANCIAL DATA FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA YEARS ENDED APRIL
1996 1995 1994 1993 1992 ---------- ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) Manufacturing revenues................................................ $2,809,277 $2,807,862 $2,332,184 $1,907,899 $1,558,057 Income from continuing operations..................................... 69,901 75,998 58,553 50,373 35,408 Income from discontinued operations................................... 9,708 8,635 7,375 6,197 4,816 Net income............................................................ 79,609 84,633 65,928 56,570 40,224 Net income per Common and equivalent share: Continuing operations............................................. 1.50 1.63 1.27 1.10 .78 Discontinued operations........................................... .21 .19 .16 .13 .10 Total............................................................. 1.71 1.82 1.43 1.23 .88 Total assets.......................................................... 1,108,932 940,374 845,219 745,221 666,929 Long-term debt........................................................ 80,000 -- -- -- -- Cash dividends declared per Common share.............................. .60 .56 .50 .47 .44
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION 1996 COMPARED TO 1995: Net income for fiscal year 1996 was $79,609,000 or $1.71 per share compared to $84,633,000 or $1.82 per share in the prior year. Earnings were negatively impacted by special non-recurring charges related to the divestiture of the Company's German RV operation and the revaluation of an investment in Southern California real estate. The German operation was sold in May 1996, but the loss on disposition was recognized in the fourth quarter of fiscal 1996. The special charges, which totaled $16.4 million or 35 cents per share after taxes, prevented the Company from reaching record earnings in 1996. Revenues for the year were $2.81 billion, virtually identical to the amount recorded last year. As explained in Notes 1 and 4 of the Notes to Consolidated Financial Statements, the revenues and expenses of Fleetwood Credit Corp., the Company's finance subsidiary sold subsequent to year end, have been classified as discontinued operations for all years presented. Excluding special charges, fourth quarter earnings in 1996 were vastly improved over the prior year. Operating income from continuing operations jumped 89 percent primarily due to an upturn in motor home sales and continuing growth in manufactured housing profits. Fiscal 1996 revenues and earnings were mainly driven by favorable results from the Company's housing group which posted record sales and profits. Manufactured housing revenues totaled $1.44 billion for the year, 5 percent ahead of last year's $1.37 billion. Shipments of 68,990 homes were only slightly ahead of the prior year despite fairly robust growth for the industry as a whole. Capacity constraints in some key market areas led to a decline in market share for the Company. Housing group sales accounted for 51 percent of total Company revenues compared to 49 percent last year. Recreational vehicle revenues in fiscal 1996 did not keep pace with last year's record $1.39 billion, falling 5 percent to $1.32 billion. However, a strong recovery in motor home sales late in the year boosted RV revenues 14 percent in the fourth quarter. RV operating profits in fiscal 1996 were well below the prior year mainly as a result of reduced revenues during the first three quarters of the year. RV revenues included $720 10 million for domestic motor home sales, off 5 percent from the prior year as shipments fell 13 percent to 13,412 units. Travel trailer revenues, which also include slide-in truck camper sales, were also behind the prior year, easing 7 percent to $458 million on an 8 percent decline in shipments to 34,315 units. By contrast, the folding trailer division posted record sales of $87 million, 6 percent ahead of last year. Folding trailer shipments were up 4 percent to 20,407 units. The European operation recorded annual revenues of $52 million which was off 1 percent. Recreational vehicle sales were 47 percent of total Company revenues, down from 49 percent last year. Manufacturing gross profit increased as a percentage of sales from 18.5 percent to 19.0 percent with improved housing margins more than offsetting lower RV profits. Selling price increases and lower lumber costs led to the higher housing margins. Competitive pricing on travel trailer and folding trailer products pressured RV margins to levels below those achieved in the prior year. See Note 15 of the Notes to Consolidated Financial Statements for further information on operating profit by industry segment. Operating expenses rose less than 1 percent to $401.2 million, and also increased as a percentage of sales from 14.2 percent to 14.3 percent. Selling expenses climbed 6 percent to $192.0 million as higher product warranty and customer service costs more than offset otherwise lower selling expenses. As a percentage of sales, selling expenses rose from 6.4 percent to 6.8 percent. General and administrative expenses dropped 4 percent to $209.2 million and fell as a percentage of sales from 7.7 percent to 7.4 percent. Individual expense variations within this category were not significant. Non-operating items amounted to a loss of $20.5 million in 1996 compared to income of $5.2 million in the prior year. A $28.0 million loss on disposition of the German RV operation and a $4.1 million writedown on Southern California real estate more than offset the effect of higher investment income and lower interest expense. The rise in investment income primarily reflects higher invested balances. The combined Federal and state income tax rate was 37.4 percent, down from last year's 41.0 percent, reflecting cumulative tax benefits related to the German investment loss. See Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the provision for income taxes to the Federal statutory rate. 1995 COMPARED TO 1994: Net income climbed 28 percent in fiscal 1995 to a record $84,633,000 or $1.82 per share, up from $65,928,000 or $1.43 per share in 1994. Higher profits from manufacturing operations, particularly within the housing group, led to the improved results. Last year's earnings included a $1,500,000 charge (3 cents per share) for a change in accounting for income taxes. Revenues in fiscal 1995 reached an all-time high as all business segments experienced sales growth. Consolidated revenues increased 20 percent to $2.81 billion compared to $2.33 billion in the prior year. Although results for all of 1995 were well ahead of the prior year, fourth quarter earnings did not keep pace with the similar period last year. The positive sales and earnings momentum that characterized the first three quarters stalled in the final quarter primarily because of softening demand for motor homes, the most important segment of Fleetwood's recreational vehicle business. Overall revenue growth was mainly driven by higher manufactured housing sales which jumped 30 percent to a record $1.37 billion, up from $1.05 billion last year. Fleetwood's housing shipments increased 21 percent to 68,847 units. This was the result of industry growth along with higher market share for Fleetwood. For calendar year 1994, industry unit volume grew nearly 20 percent, but Fleetwood outpaced the industry with a 30 percent gain. This caused the Company's market share to increase from 19.9 percent in calendar 1993 to 21.6 percent in 1994. Housing group sales in fiscal 1995 represented 49 percent of total Company revenues, up from 45 percent in the prior year. Despite a slowdown in the fourth quarter, recreational vehicle revenues reached an all-time high of $1.39 billion, 12 percent ahead of last year's $1.24 billion. As a result of favorable RV market conditions throughout most of fiscal 1995, all of the Company's RV divisions posted sales gains. Domestic motor home sales were a record $760 million, up 8 percent for the year, despite the decline in the fourth quarter. Motor home unit volume rose 2 percent to 15,370 units. Revenues for the travel trailer division, which include slide- 11 in truck camper sales, rose 14 percent to a record $493 million. Shipments were up 7 percent to 37,449 units. The Company's folding trailer division also posted record revenues, generating a 13 percent sales increase to $82 million on a 6 percent rise in unit volume to 19,571. European RV sales recovered nicely in fiscal 1995, rising 80 percent to $52 million. Overall, RV revenues in 1995 accounted for 49 percent of consolidated revenues compared to 53 percent last year. In 1994, the Department of Housing and Urban Development issued new regulations relating to the construction of manufactured housing so that homes are better able to withstand high winds and extreme temperatures. Houses manufactured after July 13, 1994 had to comply with construction and installation standards to withstand high winds in certain "hurricane zones" along the Atlantic and Gulf coasts, including all of Florida. New thermal standards, which principally relate to insulation ratings and the use of storm windows, applied 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 increased the base prices of its homes to cover the costs of complying with the new standards. With respect to the wind standard, the increase in the average retail price of homes resulting from such cost increases ranged from 7 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 ranged from 7 to 8 percent. The cost increases resulting from these new standards did not have a material effect on the Company's sales or gross profit margins. Primarily as a result of higher housing margins, manufacturing gross profit improved to 18.5 percent of sales, up from 18.3 percent in the prior year. See Note 15 of the Notes to Consolidated Financial Statements for further information on operating profit by industry segment. Operating expenses rose 19 percent to $397.8 million, but declined as a percentage of sales from 14.4 percent to 14.2 percent. The dollar increase mainly resulted from a sharp rise in selling costs which increased 38 percent to $181.0 million. This was largely caused by higher costs for product warranties and customer service, along with increases for RV marketing and sales promotion expenses, product financing costs and sales commissions. Selling expenses rose as a percentage of sales from 5.6 percent to 6.4 percent. General and administrative expenses did not rise at the same rate as sales and, as a result, declined from 8.7 percent of revenues to 7.7 percent. These costs rose a moderate 7 percent to $216.8 million largely due to higher employee compensation and benefit costs, much of which was related to plant expansion. Non-operating income declined 32 percent in 1995 to $5.2 million. This mainly resulted from higher interest expense for the European RV operation and losses on the disposition of fixed assets. Losses of $700,000 were incurred this year compared to gains totaling $326,000 last year. The combined Federal and state income tax rate for 1995 was 41.0 percent compared to 40.9 percent last year. The slight increase mainly resulted from higher state income tax accruals. See Note 8 of the Notes to Consolidated Financial Statements for a reconciliation of the provision for income taxes to the Federal statutory rate. LIQUIDITY AND CAPITAL RESOURCES: The Company generally relies upon internally generated cash flows to satisfy working capital needs and to fund capital expenditures. Positive cash flows were generated from internal sources in 1996 and 1995 to support manufacturing operations and to fund capital expenditures and shareholder dividends. Cash flow from operations increased to $183.1 million in 1996, up from $103.4 million in the prior year, largely as a result of a reduction in working capital used in the recreational vehicle business. The Company maintained a strong cash position in both years, with cash and investments totaling $287.9 million at the end of 1996 compared to $102.9 million in 1995. Cash equivalents received a boost near the end of 1996 when the Company assumed $80 million in long-term debt from its finance subsidiary and received a corresponding cash payment in return. Cash outflows in 1996 included capital expenditures of $32.9 million and dividends to shareholders of $27.6 million. In the prior year, major cash outlays included $67.9 million in capital expenditures and $25.8 million in shareholder dividends. 12 Capital expenditures in 1996 and 1995 included the addition of new manufactured housing plants and the normal replacement of machinery and equipment. During 1996, a new manufactured housing plant was added and another was substantially completed that will come onstream in fiscal 1997. Improvements were also made at several existing plant locations. During 1995, 4 housing factories and a new motor home service facility were added. Capital expenditures in fiscal 1997 are currently estimated to be in the range of $50 to $60 million. It is anticipated that plant additions will include 7 new manufactured housing facilities that will be satellite operations located near existing Fleetwood manufacturing centers. In addition, plant modifications are expected at several existing locations, along with the normal replacement of machinery and equipment. It is anticipated that existing financial resources and cash generated from operations will be adequate to fund these expenditures. On May 30, 1996, the Company announced that it would conduct a Dutch Auction tender offer to purchase up to 11.4 million shares, or approximately 25 percent of its outstanding Common stock. The tender offer commenced on May 31 and is scheduled to expire on June 27, 1996. The Company believes that the purchase of shares represents an attractive investment that will enhance shareholder value. The price range for the Dutch Auction as specified by the Company is from $27 to $31 per share. If the Company is successful in acquiring all of the 11.4 million shares, the cost of the tender offer could exceed $350 million. With the $156.6 million in proceeds from the sale of Fleetwood Credit Corp., the $80 million in cash received from the finance subsidiary in return for assumption of long-term debt and other available cash, the Company is in a position to fund the tender offer without additional debt financing. During the seasonally slow winter months (typically November through February), the Company has historically built inventories of recreational vehicles in order to meet the peak demand for these products in the spring. This is usually accomplished without the use of debt financing; however, there have been occasions when the Company has required the use of bank credit lines. This situation occurred in the third quarter of fiscal 1995 which required the Company to use uncommitted bank credit lines. During the month of January, the Company borrowed $1.5 million for a one-week period to meet working capital needs. All borrowings were paid off prior to the end of the quarter. The Company has credit lines with its principal bank and another bank which are currently being used only to support letters of credit. For fiscal year 1997 and beyond, it is anticipated that adequate working capital to finance the Company's manufacturing operations will be provided from internally generated funds, notwithstanding the completion of the self-tender mentioned previously. In March 1995, the Financial Accounting Standards Board (FASB) issued statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." This statement, which must be adopted by the Company in fiscal 1997, requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss must be recognized if the expected future cash flows from the use of an asset are less than the carrying value. In October 1995, the FASB issued statement No. 123, "Accounting for Stock-Based Compensation," which establishes financial accounting and reporting standards for stock-based compensation plans, such as stock option plans. This standard, which the Company must also adopt in fiscal 1997, requires that the Company measure the compensation cost of stock option awards at the time of grant and either include the compensation cost as a component of income or disclose such cost in the Notes to Financial Statements. Currently, the Company believes that the adoption of these two new standards will not have a material impact on its consolidated financial condition. During the past three years, inflation has not had a significant impact on the Company's operations. With the exception of lumber, prices paid for raw materials and other manufacturing inputs have remained fairly stable throughout this period. On a longer-term basis, the Company has demonstrated an ability to adjust the selling prices of its products in reaction to changing costs. 13 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Fleetwood Enterprises, Inc.: We have audited the accompanying consolidated balance sheets of FLEETWOOD ENTERPRISES, INC., (a Delaware Corporation) and subsidiaries as of April 28, 1996 and April 30, 1995, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended April 28, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Fleetwood Enterprises, Inc. and subsidiaries as of April 28, 1996 and April 30, 1995, and the results of their operations and their cash flows for each of the three years in the period ended April 28, 1996 in conformity with generally accepted accounting principles. As explained in Note 3 to the financial statements, effective April 25, 1994, the Company adopted Statement of Financial Accounting Standards No. 115. In addition, as explained in Note 8 to the financial statements, effective April 26, 1993, the Company adopted Statement of Financial Accounting Standards No. 109. ARTHUR ANDERSEN LLP Orange County, California June 25, 1996 14 FLEETWOOD ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF INCOME (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
YEARS ENDED APRIL ---------------------------------- 1996 1995 1994 ---------- ---------- ---------- Sales.................................................. $2,809,277 $2,807,862 $2,332,184 Cost of products sold.................................. 2,276,595 2,287,880 1,905,659 ---------- ---------- ---------- Gross profit....................................... 532,682 519,982 426,525 Operating expenses..................................... 401,150 397,753 334,676 ---------- ---------- ---------- Operating income................................... 131,532 122,229 91,849 OTHER INCOME (EXPENSE): Loss on disposition of European subsidiary......... (28,000) -- -- Investment income.................................. 14,032 9,966 9,890 Interest expense................................... (1,429) (4,048) (2,549) Other.............................................. (5,142) (700) 326 ---------- ---------- ---------- (20,539) 5,218 7,667 ---------- ---------- ---------- Income from continuing operations before provision for income taxes, minority interest and cumulative effect of accounting change................................. 110,993 127,447 99,516 Provision for income taxes............................. (41,543) (52,254) (40,717) Minority interest in net loss of subsidiary............ 451 805 1,254 ---------- ---------- ---------- Income from continuing operations before cumulative effect of accounting change.......................... 69,901 75,998 60,053 Income from discontinued operations.................... 9,708 8,635 7,375 ---------- ---------- ---------- Income before cumulative effect of accounting change... 79,609 84,633 67,428 Cumulative effect of change in accounting for income taxes................................................ -- -- (1,500) ---------- ---------- ---------- Net income..................................... $ 79,609 $ 84,633 $ 65,928 ---------- ---------- ---------- ---------- ---------- ---------- Net income per Common and equivalent share: Continuing operations.............................. $ 1.50 $ 1.63 $ 1.30 Discontinued operations............................ .21 .19 .16 Cumulative effect of accounting change............. -- -- (.03) ---------- ---------- ---------- Total.......................................... $ 1.71 $ 1.82 $ 1.43 ---------- ---------- ---------- ---------- ---------- ---------- Dividends declared per share of Common stock outstanding.......................................... $ .60 $ .56 $ .50 ---------- ---------- ---------- ---------- ---------- ---------- Common and equivalent shares outstanding............... 46,469 46,531 46,207 ---------- ---------- ---------- ---------- ---------- ----------
The accompanying notes are an integral part of these statements. 15 FLEETWOOD ENTERPRISES, INC. CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS)
APRIL 28, APRIL 30, 1996 1995 ---------- ---------- ASSETS Cash..................................................... $ 15,792 $ 9,410 Investments.............................................. 272,138 93,456 Receivables.............................................. 173,380 152,210 Inventories: Raw materials........................................ 94,302 133,379 Work in process and finished products................ 43,597 81,914 Net assets of discontinued operations.................... 97,444 87,736 Property, plant and equipment............................ 266,587 262,640 Deferred tax benefits.................................... 65,224 60,848 Cash value of Company-owned life insurance............... 30,953 3,700 Other assets............................................. 49,515 55,081 ---------- ---------- $1,108,932 $ 940,374 ---------- ---------- ---------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable......................................... $ 104,850 $ 96,428 Employee compensation and benefits....................... 109,552 101,570 Federal and state taxes on income........................ (16,850) (12,905) Insurance reserves....................................... 47,408 44,343 Long-term debt........................................... 80,000 -- Other liabilities........................................ 134,835 102,795 ---------- ---------- 459,795 332,231 ---------- ---------- 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 45,640,000 at April 28, 1996 and 46,062,000 at April 30, 1995................... 45,640 46,062 Capital surplus...................................... 42,758 41,561 Retained earnings.................................... 561,500 519,941 Foreign currency translation adjustment.............. (946) 229 Investment securities valuation adjustment........... 185 350 ---------- ---------- 649,137 608,143 ---------- ---------- $1,108,932 $ 940,374 ---------- ---------- ---------- ----------
The accompanying notes are an integral part of these balance sheets. 16 FLEETWOOD ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS)
YEARS ENDED APRIL --------------------------------------- 1996 1995 1994 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income.......................... $ 79,609 $ 84,633 $ 65,928 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense............ 25,857 21,973 18,266 Amortization of intangibles and goodwill...................... 1,227 1,824 1,817 Losses (gains) on sales of property, plant and equipment..................... 1,036 700 (326) Loss on disposition of European subsidiary.................... 28,000 -- -- Revaluation of real estate...... 4,106 -- -- Changes in assets and liabilities: (Increase) decrease in receivables............... (21,170) 5,844 (21,929) (Increase) decrease in inventories............... 77,394 (31,639) (28,914) Increase in deferred tax benefits.................. (4,376) (3,886) (6,507) Increase in cash value of Company-owned life insurance................. (27,253) (3,700) -- (Increase) decrease in other assets.................... 271 (7,009) (5,367) Increase in accounts payable................... 8,422 15,860 26,076 Increase in other liabilities............... 11,142 16,991 30,045 Foreign currency translation adjustment.................... (1,175) 1,794 (1,473) ----------- ----------- ----------- Net cash provided by operating activities........................ 183,090 103,385 77,616 ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investment securities: Held-to-maturity................ (4,148,530) (2,761,052) (3,710,964) Available-for-sale.............. (537,364) (1,011,343) (270,492) Proceeds from maturity of investment securities: Held-to-maturity................ 4,131,823 2,764,061 3,706,631 Available-for-sale.............. 201,425 875,191 120,304 Proceeds from sale of available-for-sale investment securities........................ 173,799 131,242 167,517 Purchases of property, plant and equipment......................... (32,916) (67,864) (72,543) Proceeds from sales of property, plant and equipment............... 2,076 2,705 6,151 Investment in land held for sale.... (38) (68) (66) Change in net assets of discontinued operation......................... (9,708) (8,635) (7,375) Pooling of interest................. -- -- 2,006 ----------- ----------- ----------- Net cash used in investing activities........................ (219,433) (75,763) (58,831) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Assumption of long-term debt........ 80,000 -- -- Dividends to shareholders........... (27,551) (25,778) (22,878) Proceeds from exercise of stock options........................... 1,781 678 294 Purchase of Common stock............ (11,505) -- -- ----------- ----------- ----------- Net cash provided by (used in) financing activities.............. 42,725 (25,100) (22,584) ----------- ----------- ----------- Increase (decrease) in cash............. 6,382 2,522 (3,799) Cash at beginning of year............... 9,410 6,888 10,687 ----------- ----------- ----------- Cash at end of year..................... $ 15,792 $ 9,410 $ 6,888 ----------- ----------- ----------- ----------- ----------- ----------- Supplementary disclosures: Income taxes paid................... $ 51,670 $ 69,062 $ 53,595 Interest paid....................... 1,222 2,381 1,736 ----------- ----------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these statements. 17 FLEETWOOD ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (AMOUNTS IN THOUSANDS)
COMMON STOCK FOREIGN INVESTMENT ---------------------- CURRENCY SECURITIES TOTAL NUMBER CAPITAL RETAINED TRANSLATION VALUATION SHAREHOLDERS' OF SHARES AMOUNT SURPLUS EARNINGS ADJUSTMENT ADJUSTMENT EQUITY ----------- --------- --------- ---------- ----------- ----------- ------------- BALANCE APRIL 25, 1993.......... 45,667 $ 45,667 $ 40,983 $ 416,031 $ (92) $ -- $ 502,589 ADD (DEDUCT)-- Pooling of interest......... 312 312 (311) 2,005 -- -- 2,006 Net income.................. -- -- -- 65,928 -- -- 65,928 Cash dividends declared on Common stock.............. -- -- -- (22,878) -- -- (22,878) Stock options exercised (including related tax benefits)................. 17 17 277 -- -- -- 294 Net adjustment from foreign currency translation...... -- -- -- -- (1,473) -- (1,473) ----------- --------- --------- ---------- ----------- ----------- ------------- BALANCE APRIL 24, 1994.......... 45,996 45,996 40,949 461,086 (1,565) -- 546,466 ADD (DEDUCT)-- Net income.................. -- -- -- 84,633 -- -- 84,633 Cash dividends declared on Common stock.............. -- -- -- (25,778) -- -- (25,778) Stock options exercised (including related tax benefits)................. 66 66 612 -- -- -- 678 Net adjustment from foreign currency translation...... -- -- -- -- 1,794 -- 1,794 Investment securities valuation adjustment...... -- -- -- -- -- 350 350 ----------- --------- --------- ---------- ----------- ----------- ------------- BALANCE APRIL 30, 1995.......... 46,062 46,062 41,561 519,941 229 350 608,143 ADD (DEDUCT)-- Net income.................. -- -- -- 79,609 -- -- 79,609 Cash dividends declared on Common stock.............. -- -- -- (27,551) -- -- (27,551) Stock options exercised (including related tax benefits)................. 105 105 1,676 -- -- -- 1,781 Stock repurchased........... (527) (527) (479) (10,499) -- -- (11,505) Net adjustment from foreign currency translation...... -- -- -- -- (1,175) -- (1,175) Investment securities valuation adjustment...... -- -- -- -- -- (165) (165) ----------- --------- --------- ---------- ----------- ----------- ------------- BALANCE APRIL 28, 1996.......... 45,640 $ 45,640 $ 42,758 $ 561,500 $ (946) $ 185 $ 649,137 ----------- --------- --------- ---------- ----------- ----------- ------------- ----------- --------- --------- ---------- ----------- ----------- -------------
The accompanying notes are an integral part of these statements. 18 FLEETWOOD ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of Fleetwood Enterprises, Inc. and its majority owned subsidiaries. The term "Company" used herein means Fleetwood Enterprises, Inc. and its subsidiaries, unless otherwise indicated by the context. All material intercompany accounts and transactions have been eliminated. The financial statements for prior years have been restated to show the operations of Fleetwood Credit Corp., the Company's wholly owned finance subsidiary, as a discontinued operation. The subsidiary was sold subsequent to year end as explained in Note 4. On March 10, 1994, North River Homes (North River) was merged with and into the Company and 312,000 shares of the Company's Common stock were issued in exchange for all of the outstanding stock of North River. The merger was accounted for as an immaterial pooling of interest. (B) REVENUE RECOGNITION: Sales are recorded when products are shipped from factories to the Company's dealers. The vast majority of sales are made for cash; however, most dealers finance their purchases under flooring arrangements with banks or finance companies. The Company allows ten business days from date of shipment for lenders to process paperwork and make payment. Products are not sold on consignment and dealers do not have the right to return products. (C) FOREIGN CURRENCY TRANSLATION: Exchange adjustments resulting from foreign currency transactions are recognized currently in income, whereas adjustments resulting from the translation of financial statements are reflected as a separate component of shareholders' equity. The assets and liabilities of the Canadian and German operations (which are not material) are translated to U.S. dollars at current exchange rates. Revenues and expenses are translated at the average exchange rates for the year. Gains or losses on foreign currency transactions in fiscal years 1996, 1995 and 1994 were not material. (D) INVENTORY VALUATION: Inventories are valued at the lower of cost (first-in, first-out) or market. Cost includes materials, labor and manufacturing overhead. (E) DEPRECIATION: Depreciation is provided using straight-line or accelerated methods based on the following estimated useful lives: - Buildings and improvements--10-40 years - Machinery and equipment--3-15 years (F) WARRANTY COSTS: Estimated costs related to product warranties are accrued at the time products are sold. (G) NET INCOME PER COMMON AND EQUIVALENT SHARE: Net income per Common and equivalent share amounts are based on the weighted average number of shares outstanding during the years, including Common stock equivalents resulting from dilutive stock options (See Note 13). Net income per Common and equivalent share is the same as fully diluted earnings per share for all periods presented. (H) ACCOUNTING PERIOD: The Company's fiscal year ends on the last Sunday in April. The year ending dates for the past three fiscal years were April 28, 1996, April 30, 1995 and April 24, 1994, respectively. 19 FLEETWOOD ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (I) CASH FLOW STATEMENTS: For purposes of these statements, cash includes cash on hand and cash in banks in demand deposit accounts. (J) INSURANCE RESERVES: Insurance reserves primarily represent estimated liabilities for products liability and workers' compensation claims. Workers' compensation reserves mainly consist of estimated case reserves on known claims. Products liability reserves include both case reserves on known claims as well as estimated liabilities for claims which have not been reported. Products reserves include estimated amounts for unpaid claims and claim adjustment expenses which are based on historical experience and independent actuarial calculations. (K) USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (2) SUPPLEMENTARY INFORMATION ON INSURANCE AND REAL ESTATE SUBSIDIARIES The insurance subsidiary was formed primarily for the purpose of insuring products liability risks of the parent company and its subsidiaries. The real estate subsidiaries were formed for the purposes of participating in site-built housing construction or in the development of planned communities using manufactured housing. As of April 28, 1996, the investment in real estate consisted of raw land, and there were no real estate development activities in process. Condensed financial information for these subsidiaries, excluding intercompany eliminations, is as follows:
1996 1995 1994 ------- ------- ------- (AMOUNTS IN THOUSANDS) Insurance subsidiary: Investments................................... $73,488 $63,831 $54,803 Other assets.................................. 6,023 6,101 9,586 Reserves for losses........................... 46,839 44,367 45,343 Other liabilities............................. 8,821 9,389 9,772 Net premiums.................................. 10,813 12,462 12,320 Underwriting income........................... 5,844 5,738 5,185 Investment income............................. 6,336 4,135 6,818 Net income.................................... 7,688 6,212 7,414 Real estate subsidiaries: Land.......................................... $ 2,800 $ 6,868 $ 6,800 Other assets.................................. 2,860 1,213 1,282 Notes payable-parent company.................. 795 795 795 Loss on revaluation of land................... (4,106) -- -- Net loss...................................... (2,421) -- --
(3) INVESTMENTS The Company has a cash management program which provides for the investment of excess cash balances primarily in short-term money market instruments and intermediate-term debt instruments. Investments consist of time deposits, U.S. Treasury obligations, tax-exempt instruments and other non-equity type investments stated at cost, which approximates market. 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 20 FLEETWOOD ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 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 April 28, 1996:
GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE --------- ---------- ---------- --------- (AMOUNTS IN THOUSANDS) AVAILABLE-FOR-SALE SECURITIES: U.S. Treasury securities and obligations of U.S. government agencies.................................................. $ 111,484 $ 21 $517 $ 110,988 Obligations of states and political subdivisions............ 67,197 27 4 67,220 U.S. corporate securities................................... 6,015 -- 14 6,001 Foreign government obligations.............................. 3,335 88 -- 3,423 Other debt securities....................................... 58,446 584 -- 59,030 --------- ----- ----- --------- $ 246,477 $720 $535 $ 246,662 --------- ----- ----- --------- --------- ----- ----- --------- HELD-TO-MATURITY SECURITIES: Foreign government obligations.............................. $ 2,633 $ -- $ -- $ 2,633 Other debt securities....................................... 22,843 -- -- 22,843 --------- ----- ----- --------- $ 25,476 $ -- $ -- $ 25,476 --------- ----- ----- --------- --------- ----- ----- ---------
The amortized cost and estimated fair value of the securities at April 28, 1996, 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.
FAIR COST VALUE -------- -------- (AMOUNTS IN THOUSANDS) AVAILABLE-FOR-SALE: Due in one year or less..................................... $145,483 $146,185 Due after one year through five years....................... 92,901 92,514 Due after five years through ten years...................... 8,093 7,963 -------- -------- $246,477 $246,662 -------- -------- -------- -------- HELD-TO-MATURITY: All due in one year or less................................. $ 25,476 $ 25,476 -------- -------- -------- --------
Investment income for the year ended April 28, 1996 consisted of the following (amounts in thousands):
AMOUNT - --------------------------------------------------------------------- Interest income...................................................... $ 11,824 Gross realized gains................................................. 2,476 Gross realized losses................................................ (8) Investment management fees........................................... (260) -------- $ 14,032 -------- --------
21 FLEETWOOD ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (4) DISCONTINUED OPERATIONS On April 22, 1996, the Company announced that it had reached an agreement with Associates First Capital Corporation for the sale of its wholly owned RV finance company, Fleetwood Credit Corp., and the sale was completed on May 24, 1996. Under the terms of the agreement, Associates acquired all of the outstanding stock of Fleetwood Credit Corp. for $156.6 million in cash. As part of the transaction, Fleetwood and Associates entered into an operating agreement to assure long-term cooperation between the parties and to facilitate wholesale and retail financing for Fleetwood dealers and customers. The finance company had revenues of $52.2 million for fiscal year 1996 compared to $47.8 million last year. At the end of 1996 and 1995, the finance company had total assets of $435 million and $505 million, respectively. (5) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is stated at cost and consists of the following:
1996 1995 ---------- ---------- (AMOUNTS IN THOUSANDS) Land.................................................. $ 17,096 $ 14,707 Buildings and improvements............................ 278,848 267,187 Machinery and equipment............................... 125,332 115,134 Idle facilities, net of accumulated depreciation...... 5,499 6,746 ---------- ---------- 426,775 403,774 Less accumulated depreciation......................... (160,188) (141,134) ---------- ---------- $ 266,587 $ 262,640 ---------- ---------- ---------- ----------
Idle facilities include closed plants and certain other properties which are not in current use by the Company. There were four idle plant facilities at the end of both 1996 and 1995. One plant was activated during the year, another was leased to a third party and two facilities became idle. The carrying value of idle facilities was $5,499,000 at April 28, 1996 and $6,746,000 at April 30, 1995, net of accumulated depreciation of $3,673,000 and $3,136,000, respectively. In the opinion of management, the carrying values of idle facilities are not in excess of net realizable value. (6) LONG-TERM DEBT On April 22, 1996, the Company assumed $80,000,000 in notes from the discontinued finance subsidiary which are payable to The Prudential Insurance Company of America. One note, which matures in August 1996, carries a fixed interest rate of 8.65 percent. The other two notes have floating interest rates and mature in November 2001 and June 2005.
AMOUNTS AVERAGE MATURITY (IN THOUSANDS) INTEREST RATE - -------------------------------------------- -------------- ------------- Current portion............................. $25,000 8.65% Due in 2001................................. 30,000 5.84 Due in 2005................................. 25,000 5.82 ------- $80,000 ------- -------
22 FLEETWOOD ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (7) RETIREMENT AND DEFERRED COMPENSATION PLANS The Company has qualified defined contribution retirement plans covering substantially all employees. There are no prior service costs associated with these plans. The Company follows the policy of funding qualified retirement plan contributions as accrued. The Company also maintains non-qualified plans to accrue retirement benefits subject to Internal Revenue Code limitations. The costs associated with these retirement plans are summarized as follows:
QUALIFIED NON-QUALIFIED PLANS PLANS TOTAL --------- ------------- ------- (AMOUNTS IN THOUSANDS) 1996....................................... $ 18,756 $1,984 $20,740 1995....................................... 17,664 3,339 21,003 1994....................................... 16,372 2,787 19,159
In addition to non-qualified retirement plans, the Company has a deferred compensation plan that allows for the voluntary deferral of a portion of managers' compensation. Participant balances in the various non-qualified plans are credited with interest at a rate set at the discretion of the Company which, for the three years ended April 1996, was the prime rate as published by a major U.S. bank. To enhance security for the benefits payable under these plans, the Company has established a "Rabbi Trust," funded with Company-owned life insurance (COLI) policies on the lives of participants. The assets of the trust are not generally available to the Company or its creditors except in the event of the Company's insolvency. COLI premium payments to the trust were $27.6 million in 1996 and $3.9 million in fiscal 1995. The total liability for benefits accrued under the non-qualified plans at the end of 1996 and 1995 totaled $42.1 million and $37.0 million, respectively. The cash values of the related trust assets reflected in the accompanying balance sheets were $31.0 million and $3.7 million, respectively, at those same dates. (8) INCOME TAXES The provision for income taxes for each of the three years in the period ended April 28, 1996 is summarized below:
1996 1995 1994 -------- ------- ------- (AMOUNTS IN THOUSANDS) Current: U.S. Federal.................................. $ 36,779 $46,201 $40,509 Foreign....................................... 1,034 683 76 State......................................... 8,106 9,256 6,639 -------- ------- ------- 45,919 56,140 47,224 -------- ------- ------- Deferred, principally Federal: Insurance reserves............................ (2,561) 977 (4,444) Other......................................... (1,815) (4,863) (2,063) -------- ------- ------- (4,376) (3,886) (6,507) -------- ------- ------- $ 41,543 $52,254 $40,717 -------- ------- ------- -------- ------- -------
23 FLEETWOOD ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The provision for income taxes computed by applying the Federal statutory rate to income before taxes is reconciled to the actual provisions for fiscal years 1996, 1995 and 1994 as follows:
1996 1995 1994 --------------- --------------- --------------- AMOUNT % AMOUNT % AMOUNT % -------- ----- -------- ----- -------- ----- (AMOUNTS IN THOUSANDS) Income before provision for income taxes: U.S. Federal............................................ $114,400 103.1% $131,749 103.4% $106,407 106.9% Foreign................................................. (3,407) (3.1) (4,302) (3.4) (6,891) (6.9) -------- ----- -------- ----- -------- ----- $110,993 100.0% $127,447 100.0% $ 99,516 100.0% -------- ----- -------- ----- -------- ----- -------- ----- -------- ----- -------- ----- Computed statutory tax...................................... $ 38,848 35.0% $ 44,606 35.0% $ 34,831 35.0% State income taxes, net..................................... 5,755 5.2 5,688 4.5 3,906 3.9 Tax-exempt income........................................... (333) (.3) (323) (.3) (256) (.3) Other items, net............................................ (2,727) (2.5) 2,283 1.8 2,236 2.3 -------- ----- -------- ----- -------- ----- $ 41,543 37.4% $ 52,254 41.0% $ 40,717 40.9% -------- ----- -------- ----- -------- ----- -------- ----- -------- ----- -------- -----
In fiscal 1994, the Company adopted Statement of Financial Accounting Standards No. 109 on Accounting for Income Taxes. The new standard required a recalculation of deferred tax amounts to reflect current income tax rates in effect when the taxes are payable. The effect of this change was a one-time cumulative charge of $1.5 million which was applied to earnings in the year of the change. The components of the Company's deferred income tax benefits (liabilities) as of April 28, 1996 and April 30, 1995 were as follows:
1996 1995 ------- ------- (AMOUNTS IN THOUSANDS) Insurance reserves.......................................... $26,298 $23,737 Deferred compensation....................................... 17,158 15,079 Warranty reserves........................................... 17,400 14,496 Dealer volume rebates....................................... 5,231 4,724 Depreciation................................................ (4,230) (3,184) Other financial accruals.................................... 3,367 5,996 ------- ------- $65,224 $60,848 ------- ------- ------- -------
The net deferred tax asset summarized above is considered realizable; however, the amount could be reduced if tax rates are reduced in the future. (9) OTHER LIABILITIES Other liabilities consist of the following:
1996 1995 -------- -------- (AMOUNTS IN THOUSANDS) Dividends payable to shareholders........................... $ 6,865 $ 6,449 Dealer volume rebates....................................... 25,636 23,881 Product warranty reserves................................... 44,095 36,843 Other....................................................... 58,239 35,622 -------- -------- $134,835 $102,795 -------- -------- -------- --------
24 FLEETWOOD ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (10) FAIR VALUE OF FINANCIAL INSTRUMENTS The Company has estimated the fair value of its financial instruments in compliance with Financial Accounting Standard No. 107, "Disclosure About Fair Value of Financial Instruments." The estimates were made as of April 28, 1996 based on relevant market information. Financial instruments include cash, investments and debt. See Note 3 regarding discussion on investments. The estimated fair value of financial instruments and the valuation techniques used to estimate the fair value were as follows (amounts in thousands):
APRIL 28, 1996 --------------------- ESTIMATED BOOK FAIR VALUE VALUE --------- --------- Financial Assets: Cash............................................... $15,792 $15,792 Financial Liabilities: Long-term debt..................................... $80,000 $80,000
CASH: The fair value approximates book value. TERM DEBT: The fair value of term debt was estimated based on a present value discounted cash flow analysis using rates the Company would have to pay currently to acquire similar debt for similar remaining terms. (11) CONTINGENT LIABILITIES As is customary in the manufactured housing and recreational vehicle industries, the Company is contingently liable at April 28, 1996 under the terms of repurchase agreements with many financial institutions providing inventory financing for dealers of the Company's products. The contingent liability under these agreements approximates the amount financed, reduced by the resale value of any products which may be repurchased, and the risk of loss is spread over numerous dealers and financial institutions. Losses under these agreements have not been significant in the past. (12) RESULTS BY QUARTER (UNAUDITED) The unaudited results by quarter for fiscal years 1996 and 1995 are shown below:
FIRST SECOND THIRD FOURTH FISCAL YEAR ENDED APRIL 1996: QUARTER QUARTER QUARTER QUARTER - ---------------------------------------- -------- -------- -------- -------- (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA) Revenues................................ $704,717 $707,086 $625,444 $772,030 Operating income........................ 32,174 32,729 22,612 44,017 Income before taxes..................... 34,077 36,795 25,252 14,869 Income from continuing operations....... 20,406 21,839 14,944 12,712 Income from discontinued operations..... 2,392 2,172 2,358 2,786 Net income.............................. 22,798 24,011 17,302 15,498 Net income per Common and equivalent share: Continuing operations............... $ .44 $ .47 $ .32 $ .27 Discontinued operations............. .05 .05 .05 .06 -------- -------- -------- -------- Total............................... $ .49 $ .52 $ .37 $ .33 -------- -------- -------- -------- -------- -------- -------- -------- Common and equivalent shares outstanding........................... 46,518 46,496 46,387 46,475 -------- -------- -------- -------- -------- -------- -------- --------
25 FLEETWOOD ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
FIRST SECOND THIRD FOURTH FISCAL YEAR ENDED APRIL 1995: QUARTER QUARTER QUARTER QUARTER - ---------------------------------------- -------- -------- -------- -------- Revenues................................ $753,578 $699,525 $648,248 $706,511 Operating income........................ 43,723 30,953 24,152 23,401 Income before taxes..................... 45,228 31,949 26,468 23,802 Income from continuing operations....... 27,189 19,049 16,050 13,710 Income from discontinued operations..... 2,063 2,160 2,230 2,182 Net income.............................. 29,252 21,209 18,280 15,892 Net income per Common and equivalent share: Continuing operations............... $ .59 $ .41 $ .34 $ .29 Discontinued operations............. .04 .04 .05 .05 -------- -------- -------- -------- Total............................... $ .63 $ .45 $ .39 $ .34 -------- -------- -------- -------- -------- -------- -------- -------- Common and equivalent shares outstanding........................... 46,457 46,678 46,379 46,606 -------- -------- -------- -------- -------- -------- -------- --------
(13) STOCK-BASED INCENTIVE COMPENSATION PLANS Under the Company's 1992 Stock-Based Incentive Compensation Plan adopted during fiscal 1993, incentive stock options or non-qualified options (among other forms of incentive compensation devices) may be granted to officers and other key employees of the Company for the purchase of up to 4,900,000 shares (2,000,000 shares of which were authorized in April 1996, subject to shareholder approval at the 1996 Annual Meeting) of the Company's Common stock. Expiration dates for the options may not exceed ten years from the date of grant. The options are exercisable at prices which equal or exceed the fair market value of the Company's Common stock valued at the date of grant. At April 28, 1996, there were 28 employees who held options under the plan. A similar plan adopted in 1982 expired in June 1992; however, exercisable options representing 383,800 shares still remain outstanding at April 28, 1996. Under a separate plan for non-employee directors adopted during fiscal 1993, up to 100,000 shares have been authorized for distribution of options. Automatic grants are made annually under this plan. The following is a summary of stock option activity (including those from the expired plan) for employees and non-employee directors for the year ended April 28, 1996:
SHARES OPTION PRICE --------- ------------- Options outstanding at beginning of year.......... 2,293,366 -- Options granted................................... 343,658 $20.63-$25.88 Exercised......................................... (105,800) $ 8.06-$20.13 --------- Outstanding at end of year........................ 2,531,224 $ 8.06-$26.50 --------- --------- Exercisable at end of year........................ 2,148,224 $ 8.06-$26.50 --------- --------- Available for grant............................... 2,732,576 --------- ---------
(14) STOCKHOLDER RIGHTS PLAN On November 10, 1988, the Company's Board of Directors adopted a stockholder rights agreement, granting certain new rights to holders of the Company's Common stock. Under the agreement, one right was granted for each share of Common stock held as of November 23, 1988, and one right will be granted for each share subsequently issued. Each right entitles the holder, in an unfriendly takeover situation, and after paying the exercise price (currently $75), to purchase Fleetwood Common stock having a market value equal to two times the exercise price. Also, if the Company is merged into another corporation, or if 50 percent or more of the Company's assets are sold, then rightholders are entitled, upon payment of the exercise price, to buy common shares of the acquiring corporation at a 50 percent discount from their then-current market value. In either situation, these rights are not available to the acquiring party. However, these exercise features will not be activated if the acquiring party makes an offer to acquire all of the Company's 26 FLEETWOOD ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) outstanding shares at a price which is judged by the Board of Directors to be fair to all Fleetwood stockholders. The rights may be redeemed by the Company under certain circumstances at the rate of $.02 per right. The rights will expire on November 9, 1998. (15) INDUSTRY SEGMENT INFORMATION The Company conducts manufacturing operations principally in two industries--manufactured housing and recreational vehicles. On a smaller scale, the Company operates supply companies which provide fiberglass parts, lumber and other wood components to its primary businesses, while also generating outside sales. Manufacturing operations are conducted in the United States and to a much lesser extent in Canada and Europe. The operations of the Company's wholly owned insurance and real estate subsidiaries have been included in the "Corporate and Other" category because the impact on consolidated operating income is not material. Operating profit is total revenue less cost of sales and operating expenses. None of the following items have been included in the computation of operating profit for the individual operating segments: corporate expenses, non-operating income and expenses and income taxes. Identifiable assets are those assets used in the operation of each industry segment. Corporate assets primarily consist of cash, investments, deferred tax benefits, cash value of Company-owned life insurance, other assets and idle facilities. Information with respect to industry segments as of April 28, 1996, April 30, 1995 and April 24, 1994, and for each of the years then ended is set forth as follows:
ADJUSTMENTS MANUFACTURED RECREATIONAL SUPPLY CORPORATE AND HOUSING VEHICLES OPERATIONS AND OTHER ELIMINATIONS TOTAL ------------- ------------ ----------- ---------- ------------ ------------ (AMOUNTS IN THOUSANDS) 1996 Operating revenues............. $ 1,443,016 $ 1,317,494 $ 48,767 $ 10,811 $ (10,811) $ 2,809,277 Operating profit (loss)........ 106,433 34,086 2,971 (11,958) -- 131,532 Identifiable assets............ 249,734 269,804 42,862 546,754 (222) 1,108,932 Depreciation................... 11,370 10,132 1,905 2,450 -- 25,857 Capital expenditures........... 19,161 10,732 1,185 1,838 -- 32,916 1995 Operating revenues............. $ 1,370,292 $ 1,387,919 $ 49,651 $ 12,461 $ (12,461) $ 2,807,862 Operating profit (loss)........ 81,204 45,542 5,855 (10,372) -- 122,229 Identifiable assets............ 229,772 345,467 45,673 319,718 (256) 940,374 Depreciation................... 9,012 9,237 1,407 2,317 -- 21,973 Capital expenditures........... 39,864 18,739 4,204 5,057 -- 67,864 1994 Operating revenues............. $ 1,054,267 $ 1,241,416 $ 36,501 $ 12,320 $ (12,320) $ 2,332,184 Operating profit (loss)........ 56,860 43,883 4,969 (13,863) -- 91,849 Identifiable assets............ 188,493 332,311 40,331 285,067 (983) 845,219 Depreciation................... 6,881 7,922 1,221 2,242 -- 18,266 Capital expenditures........... 45,235 21,321 2,308 3,679 -- 72,543
27 ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE MATTERS None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information regarding directors and executive officers as required by Item 401 of Regulation S-K is set forth in Part I of this report under the caption "Executive Officers of the Company" and on page two of the Company's proxy statement which will be filed with the Securities and Exchange Commission not later than 120 days after April 28, 1996, and by this reference is incorporated herein. ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS The information required by Item 402 of Regulation S-K is set forth on pages five through seven of the Company's proxy statement which will be filed with the Securities and Exchange Commission not later than 120 days after April 28, 1996, and by this reference is incorporated herein. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by Item 403 of Regulation S-K is set forth on pages three and four of the Company's proxy statement which will be filed with the Securities and Exchange Commission not later than 120 days after April 28, 1996, and by this reference is incorporated herein. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information regarding certain relationships and related transactions as required by Item 404 of Regulation S-K, if any, is set forth in the Company's proxy statement which will be filed with the Securities and Exchange Commission not later than 120 days after April 28, 1996, and by this reference is incorporated herein. 28 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K PAGE REFERENCE --------- (a) Financial Statements (1) Financial Statements included in Part II of this report: Report of Independent Public Accountants Consolidated Statements of Income for each of the three years in the period ended April 28, 1996 Consolidated Balance Sheets at April 28, 1996 and April 30, 1995 Consolidated Statements of Cash Flows for each of the three years in the period ended April 28, 1996 Consolidated Statements of Changes in Shareholders' Equity for each of the three years in the period ended April 28, 1996 Notes to Consolidated Financial Statements (2) Financial Statement Schedules Financial statement schedules not filed have been omitted for the reason that the required information is shown in the financial statements or notes thereto, the amounts involved are not significant, or the required matter is not present. (3) Exhibits and Index to Exhibits: 3. (a) Restated Certificate of Incorporation.* (b) Amendment to Restated Certificate of Incorporation.** (c) Restated Bylaws of the Company.** 4. (a) Rights Agreement dated November 10, 1988, between the Company and the First National Bank of Boston used in connection with a stockholder rights plan.*** (b) Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock filed November 23, 1988.*** 9. Not applicable. 10. Material Contracts.**** (a) Form of employment agreement between the Company and each of its officers. (b) Amended and Restated Deferred Compensation Plan. (c) Amended and Restated Supplemental Benefit Plan. (d) Amended and Restated Long-Term Incentive Compensation Plan. (e) 1982 Stock Option Plan. (f) Amended and Restated Benefit Restoration Plan. (g) Dividend Equivalent Plan. (h) Amended and Restated 1992 Stock-Based Incentive Compensation Plan. (i) The 1992 Non-Employee Director Stock Option Plan. (j) Senior Executive Incentive Compensation Plan. (k) Operating Agreement between Fleetwood Enterprises, Inc. and Fleetwood Credit Corp. 11. Not applicable. 12. Not applicable. 13. Not applicable. 18. Not applicable. 19. Not applicable. 21. Subsidiaries of the Registrant. 22. Not applicable. 29 23. Consent of independent public accountants. 24. Not applicable. 27. Not applicable. (b) Reports on Form 8-K The Company filed a report on Form 8-K on April 23, 1996 regarding the sale of Fleetwood Credit Corp. and the revaluation of its investment in its European RV operation. - --------- *The Restated Certificate of Incorporation of the Company was filed with the Company's 10-K Annual Report for the year ended April 28, 1985, and by this reference is incorporated herein. **The Amendment to the Restated Certificate of Incorporation and the Restated Bylaws of the Company, both of which were adopted during fiscal 1987, were filed with the Company's 10-K Annual Report for the year ended April 26, 1987, and by this reference are incorporated herein. ***The rights agreement and exhibits used in connection with the Company's stockholder rights plan were filed with the Company's report on Form 8-K on November 10, 1988, and by this reference are incorporated herein. ****Items 10(b), 10(c), 10(d), 10(f), and 10(h) listed under "Material Contracts" were amended during fiscal year 1996 and are included herewith. The following documents from prior filings are hereby incorporated by reference: Item 10(a): Filed with the Company's 10-K Annual Report for the year ended April 26, 1992. Item 10(e): Filed with the Company's 10-K Annual Report for the year ended April 26, 1987. Item 10(g): Filed with the Company's 10-K Annual Report for the year ended April 29, 1990. Item 10(i): Filed with the Company's 10-K Annual Report for the year ended April 26, 1992. Item 10(j): Filed with the Company's 10-K Annual Report for the year ended April 24, 1994. Item 10(k): Filed with a Form 8-K report on June 7, 1996. 30 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. FLEETWOOD ENTERPRISES, INC. REGISTRANT BY PAUL M. BINGHAM ------------------------------------- PAUL M. BINGHAM FINANCIAL VICE PRESIDENT Date: July 9, 1996 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE - ------------------------------ ------------------------------ ------------ JOHN C. CREAN Chairman of the Board and July 9, 1996 - ------------------------------ Chief Executive Officer JOHN C. CREAN GLENN F. KUMMER President, Chief Operating July 9, 1996 - ------------------------------ Officer and Director GLENN F. KUMMER PAUL M. BINGHAM Chief Financial Officer and July 9, 1996 - ------------------------------ Principal Accounting Officer PAUL M. BINGHAM DOUGLAS M. LAWSON Director July 9, 1996 - ------------------------------ DOUGLAS M. LAWSON WALTER F. BERAN Director July 9, 1996 - ------------------------------ WALTER F. BERAN THOMAS A. FUENTES Director July 9, 1996 - ------------------------------ THOMAS A. FUENTES JAMES L. DOTI Director July 9, 1996 - ------------------------------ JAMES L. DOTI 31 EX-10.B 2 EXHIBIT 10.B - DEFERRED COMPENSATION PLAN FLEETWOOD ENTERPRISES, INC. DEFERRED COMPENSATION PLAN (AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995) TABLE OF CONTENTS PAGE 1. Purpose.. . . . . . . . . . . . . . . . . . . 1 2. Definitions.. . . . . . . . . . . . . . . . . 1 2.1 Board. . . . . . . . . . . . . . . . . . 1 2.2 Committee. . . . . . . . . . . . . . . . 1 2.3 Company. . . . . . . . . . . . . . . . . 1 2.4 Deferral Period. . . . . . . . . . . . . 1 2.5 Monthly Compensation.. . . . . . . . . . 1 2.6 Other Compensation.. . . . . . . . . . . 1 2.7 Participant. . . . . . . . . . . . . . . 2 2.8 Plan.. . . . . . . . . . . . . . . . . . 2 2.9 Base Rate. . . . . . . . . . . . . . . . 2 2.10 Qualifying Amount. . . . . . . . . . . . 2 2.11 Qualifying Compensation. . . . . . . . . 2 2.12 Retirement.. . . . . . . . . . . . . . . 3 2.13 Subsidiary.. . . . . . . . . . . . . . . 3 2.14 Total Compensation.. . . . . . . . . . . 3 2.15 Change of Control. . . . . . . . . . . . 3 2.16 Fleetwood. . . . . . . . . . . . . . . . 4 3. Plan Administration.. . . . . . . . . . . . . 4 3.1 The Committee. . . . . . . . . . . . . . 4 3.2 Powers of the Committee. . . . . . . . . 4 3.4 Reliance on Reports. . . . . . . . . . . 4 3.5 Records and Reports. . . . . . . . . . . 5 3.6 Payment of Expenses. . . . . . . . . . . 5 3.7 Indemnification. . . . . . . . . . . . . 5 4. Eligibility and Participation.. . . . . . . . 5 4.1 Eligibility. . . . . . . . . . . . . . . 5 4.2 Selection of Participants. . . . . . . . 6 4.3 Duration of Participation. . . . . . . . 6 5. Right to Defer Compensation.. . . . . . . . . 6 6. Deduction of Deferred Compensation Amounts. . 7 7. Bookkeeping Account.. . . . . . . . . . . . . 7 8. Election as to the Payment of Deferred Amounts. 7 8.1 Election to Defer Payment to a Specified Future Date.7 8.2 Maximum Deferral.. . . . . . . . . . . . 8 8.3 Special Rules. . . . . . . . . . . . . . 8 8.4 Death Prior to Full Payment. . . . . . . 8 8.5 De Minimus Payments. . . . . . . . . . . 9 9. Beneficiary Designation.. . . . . . . . . . . 9 i 9.1 Designation. . . . . . . . . . . . . . . 9 9.2 Changes. . . . . . . . . . . . . . . . . 9 10. Dissolution and Other Events. . . . . . . . . 9 10.1 Dissolution or Change of Control of Fleetwood. . . . . . . . . . . . . . . . 9 10.2 Subsidiary Reorganization. . . . . . . . 10 11. Claims for Benefits.. . . . . . . . . . . . . 10 12. Non-Transferability.. . . . . . . . . . . . . 11 13. Court Orders. . . . . . . . . . . . . . . . . 11 14. Incompetency. . . . . . . . . . . . . . . . . 11 15. Notice. . . . . . . . . . . . . . . . . . . . 12 16. Effect on Employment Agreements.. . . . . . . 12 17. Required Approvals. . . . . . . . . . . . . . 12 18. Plan Amendment. . . . . . . . . . . . . . . . 13 18.1 Plan Restatement.. . . . . . . . . . . . 13 18.2 Future Plan Amendment. . . . . . . . . . 13 19. Unsecured Obligation. . . . . . . . . . . . . 13 20. Governing Law.. . . . . . . . . . . . . . . . 13 21. Pronouns. . . . . . . . . . . . . . . . . . . 14 ii FLEETWOOD ENTERPRISES, INC. DEFERRED COMPENSATION PLAN (AMENDED AND RESTATED AS OF APRIL 1, 1995) 1. PURPOSE. The Purpose of this Deferred Compensation Plan is to permit certain selected employees of Fleetwood Enterprises, Inc. and certain Subsidiaries who are members of management or who are highly compensated to defer receipt of a portion of their compensation. The Plan is intended to be one described in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended. 2. DEFINITIONS. 2.1 BOARD. "Board" shall mean the board of directors of Fleetwood. 2.2 COMMITTEE. "Committee" shall mean a committee appointed by the President of Fleetwood. The Committee shall consist of not less than two members. A member of the Committee may also be a Participant under the Plan, but any Committee member who is such a member shall not participate in any rulings by the Committee which relate to his own distributions or elections or which are otherwise particularly applicable to his own participation. 2.3 COMPANY. "Company" shall mean Fleetwood and its Subsidiaries. 2.4 DEFERRAL PERIOD. "Deferral Period" shall mean a calendar quarter. 2.5 MONTHLY COMPENSATION. "Monthly Compensation" shall mean the amount of monthly salary paid by the Company to a Participant pursuant to a written or oral employment contract prior to any deduction for federal, state, local or foreign taxes or other charges required by law to be withheld. 2.6 OTHER COMPENSATION. "Other Compensation" shall mean the total direct compensation, including bonuses and incentive compensation, paid by the Company to a Participant as shown in the Company's books and records prior to any reduction for federal, state, local or foreign taxes or other charges required by law to be withheld but excluding (i) amounts attributable to the Participant's Monthly Compensation and (ii) any amounts of deferred compensation as a result of payments under this or any other deferred compensation plan or arrangement and (iii) any amounts of pension or profit sharing benefits included in such deferred compensation. 2.7 PARTICIPANT. "Participant" means a full time employee of the Company who is eligible to become a Participant, who is selected as a Participant and who continues to be a Participant under the provisions of Section 4 of this Plan. An employee shall be deemed a "full time" employee of the Company if he or she is so classified under the Company's usual and customary employment practices prevailing from time to time during the period that such person has been designated as a Participant. 2.8 PLAN. "Plan" shall mean this deferred compensation plan. 2.9 BASE RATE. "Base Rate" shall mean the base rate of interest charged by the Bank of America NT&SA (or base or prime rate of such other major bank as may be selected by the Committee), or, after March 31, 1995, any other rate selected by the Committee in its sole and absolute discretion. Notwithstanding the foregoing, upon and after a Change of Control, the "Base Rate" shall be the greater of the base or prime rate charged from time to time by Bank of America, NT&SA or the rate in use immediately before the Change of Control. The "Base Rate" shall be adjusted quarterly as of the last day of each calendar quarter based on the Base Rate in effect on the last business day of the calendar quarter and the adjusted Base Rate will be utilized prospectively with respect to subsequent quarters. 2.10 QUALIFYING AMOUNT. The "Qualifying Amount" for a particular Participant for each Deferral Period shall be $15,000 or quarterly salary, whichever is greater. 2.11 QUALIFYING COMPENSATION. "Qualifying Compensation" shall mean that amount of Other Compensation payable to any Participant with respect to any Deferral Period in excess of the amount, if any, which would have to be added to the aggregate of all Monthly Compensation payable to such Participant for such Deferral Period in order to derive a total equal to the appropriate Qualifying Amount. 2 2.12 RETIREMENT. "Retirement" shall mean the voluntary or involuntary termination of the Participant's employment for reasons other than death or disability, occurring at or after the time when the Participant has attained the age of 60. "Retirement Age" shall mean age 60. 2.13 SUBSIDIARY. "Subsidiary" shall mean such corporations, fifty percent (50%) or more of the outstanding voting stock of which is owned, directly or indirectly, by Fleetwood or by Subsidiaries that have been designated in writing by the Committee to be Subsidiaries for this purpose. 2.14 TOTAL COMPENSATION. "Total Compensation" shall mean the sum of Monthly Compensation and Other Compensation. 2.15 CHANGE OF CONTROL. "Change in Control" shall mean the first to occur of any of the following events: (a) Any "person" (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")but not including for this purpose any person that, as of January 1, 1995, owned 15 percent or more of the outstanding common stock of Fleetwood or a person who acquires shares of such common stock from such person by will or by the laws of descent or distribution) becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 25 percent or more of Fleetwood's capital stock entitled to vote in the election of directors; (b) During any period of not more than two consecutive years, not including any period prior to April 1, 1995, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with Fleetwood to effect a transaction described in clause (a), (c) or (d) of this Section 2.15) whose election by the Board or nomination for election by Fleetwood's stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (c) The shareholders of Fleetwood approve any consolidation or merger of Fleetwood other than a consolidation or merger of Fleetwood in which the holders of the common stock 3 of Fleetwood immediately prior to the consolidation or merger hold more than 50% of the common stock of the surviving corporation immediately after the consolidation or merger; or (d) Substantially all of the assets of the Company are sold or otherwise transferred to parties that are not within a "controlled group of corporations" (as defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Company is a member. 2.16 FLEETWOOD. "Fleetwood" shall mean Fleetwood Enterprises, Inc., a Delaware corporation. 3. PLAN ADMINISTRATION. 3.1 THE COMMITTEE. The Committee shall administer the Plan in accordance with its terms. 3.2 POWERS OF THE COMMITTEE. The Committee shall have full power and authority to determine the eligibility of persons to become Participants, to select Participants and to adopt and revise such rules and procedures as it shall deem necessary for the administration of the Plan. The decision of the Committee with respect to any question arising as to the individuals determined to be eligible or selected to participate in this Plan, the amount, terms, form and time of payment of deferred compensation and the interpretation of this Plan shall be final, conclusive and binding on all persons. 3.3 ORGANIZATION AND OPERATION OF COMMITTEE. The Committee shall act by a majority of its members at the time in office, and such action may be taken either by vote at a meeting or in writing without a meeting. The Committee may authorize any one or more of its members or any specifically designated officer of the Company to execute any document or documents on behalf of the Committee. The Committee may appoint such accountants, counsel, specialists, and other persons as it deems necessary or desirable in connection with the administration of this Plan. 3.4 RELIANCE ON REPORTS. Each member of the Committee shall be fully justified in relying or acting in good faith upon any opinion or report made by the independent public accountants of the Company and upon any other opinions, reports or information furnished in connection with the Plan by any accountant, counsel, or other 4 specialist (including financial officers of the Company, whether or not such persons may be members of the Committee or Participants under the Plan). In no event shall any person who is or shall have been a member of the Committee be liable for any determination made or other action taken or any omission to act in reliance upon any such opinion, report or information or for any action, including the furnishing of information, taken or failure to act, if in good faith. 3.5 RECORDS AND REPORTS. The Committee shall keep a record of all its proceedings and acts, and shall keep all such books of account, records, and other data as may be necessary for proper administration of the Plan. 3.6 PAYMENT OF EXPENSES. Unless otherwise determined by the Board, the members of the Committee shall serve without compensation for services as such, but all expenses of the Committee shall be paid by the Company. Such expenses shall include any expenses incident to the functioning of the Committee, including, but not limited to, fees of accountants, counsel, and other specialists, and other costs of administering the Plan. 3.7 INDEMNIFICATION. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by Fleetwood against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the approval of Fleetwood, or paid by him or her in satisfaction of judgment in any such action, suit, or proceeding against him or her, provided he or she shall give Fleetwood an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing rights of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the certificate of incorporation or bylaws of Fleetwood, as a matter of law or otherwise, or any power that Fleetwood may have to indemnify them or hold them harmless. 4. ELIGIBILITY AND PARTICIPATION. 4.1 ELIGIBILITY. A person shall be eligible to become a Participant under the Plan only if: 5 (i) he or she is a full time employee of the Company, and (ii) his or her Total Compensation during the Deferral Period with respect to which such person will be a Participant is expected to exceed $15,000. 4.2 SELECTION OF PARTICIPANTS. Participants shall be selected by the Committee from among those persons who become eligible under Section 4.1, but the Committee need not select all eligible persons as Participants. No person shall become a Participant with respect to a Deferral Period unless and until such person (i) has been selected as a Participant by the Committee prior to commencement of such Deferral Period and (ii) prior to the commencement of such Deferral Period such person receives from the Committee, or a duly authorized representative of the Committee, written notice of such person's selection as a Participant. Subject to the provisions of Section 16, once a person has been selected as a Participant under this Plan with respect to a Deferral Period, such person shall remain a Participant for such Deferral Period until such person's participation is terminated pursuant to Section 4.3. 4.3 DURATION OF PARTICIPATION. A person shall become a Participant upon selection as a Participant pursuant to the preceding provisions of this Section 4. A person shall cease to be a Participant upon the earliest of such person's (i) death, (ii) disability, (iii) retirement, (iv) termination of employment or (v) receipt of the full amount of deferred compensation, if any, payable to such person under this Plan. Transfer or retirement by any Participant during any Deferral Period of his employment between Fleetwood and any Subsidiary, or between Subsidiaries, shall not affect any deferral election of such Participant made prior to the date of such transfer. 5. RIGHT TO DEFER COMPENSATION. Subject to the provisions of Section 16, on or before 5:00 P.M. Pacific Time of the last business day of the fiscal quarter of Fleetwood preceding each Deferral Period, such Participant may make an election to defer all or any portion of the Participant's Qualifying Compensation, if any, which in the absence of such an election would be payable for such Deferral Period. An election to defer may specify that all or any lesser percentage of a Participant's Other Compensation in excess of a minimum specified amount (which minimum, when added to Monthly Compensation, must be equal to or in excess of the appropriate Qualifying Amount) is to be deferred. Elections may be amended or revoked only if written notice of amendment or revocation is received by the Treasurer of Fleetwood at or before 5:00 P.M., 6 Pacific Time, on the last business day of the fiscal quarter of Fleetwood on or before which the election is to be made. If a Participant fails to make any election prior to a required date no amount of such Participant's compensation shall be deferred. 6. DEDUCTION OF DEFERRED COMPENSATION AMOUNTS. If a Participant elects to defer a portion of his or her compensation pursuant to the provisions of Section 5 of this Plan, the payments which would otherwise be paid to the Participant under the provisions of the Participant's oral or written employment agreement or arrangement with the Company shall be reduced as follows: If the aggregate Monthly Compensation to be received by a Participant during a Deferral Period is not expected to exceed the greater of the corresponding Qualifying Amount or any higher minimum amount of compensation which the Participant, pursuant to the provisions of Section 5 of this Plan, has specified is to be received before deferral of income is to occur, then the Participant shall be paid amounts, if any, of Other Compensation which are earned during the Deferral Period until the Qualifying Amount or any other such higher minimum amount has been received by the Participant and thereafter any additional amounts of Other Compensation earned during the Deferral Period shall be reduced in the proportion specified by the Participant pursuant to the provisions of Section 5 of this Plan. 7. BOOKKEEPING ACCOUNT. A separate and distinct unfunded, unsecured account shall be established and maintained by the Company on its books for the Participant. Amounts being deferred by a Participant pursuant to this Plan shall be credited to such Participant's account as deferrals occur. Amounts deferred under this Plan shall bear interest at a rate per annum equal to the lesser, as of the last business day of the prior calendar quarter, of (i) the Base Rate computed pursuant to Section 2.9 or (ii) the maximum rate permitted under California law. Interest shall be credited and compounded quarterly as of the end of each calendar quarter. 8. ELECTION AS TO THE PAYMENT OF DEFERRED AMOUNTS. 8.1 ELECTION TO DEFER PAYMENT TO A SPECIFIED FUTURE DATE. A Participant shall elect concurrently with his or her election made under Section 5 of this Plan as follows: (a) to defer receipt of amounts which are deferred under Section 5 plus credited earnings for payment either in one lump sum in January of a specified future year or in not more than five (5) equal annual cash installments starting in a 7 specified future year, each installment payable during January of the applicable year; and (b) in the event the Participant's employment with the Company terminates prior to the payment times selected under Section 8.1(a) above, to defer receipt of amounts which are deferred under Section 5 plus credited earnings for payment either in an immediate lump sum or in a lump sum during the month of January following employment termination, or in accordance with the election made under Section 8.1(a) above. 8.2 MAXIMUM DEFERRAL. Notwithstanding the provisions of Section 8.1 of this Plan, without the prior written consent of the Committee, the receipt of amounts deferred under Section 5 of this Plan may not be deferred to a date which is later than twenty (20) years following the end of the calendar year which includes the Participant's Retirement Age or Retirement, whichever is later. 8.3 SPECIAL RULES. The elections described in Section 8.1 above shall be subject to the following: (a) A Participant may modify any election under Section 8.1(b) at any time that is not less than two years before the prior election under such provision would otherwise take effect. Any untimely modification hereunder shall not be given effect. (b) Notwithstanding paragraph (a) above, an election under Section 8.1 may be modified at any time if (i) the Participant and the Committee both agree to such modification and such modification is on account of the Participant's involuntary termination of employment with the Company or the Participant is suffering a severe financial hardship attributable to an unforeseeable emergency that cannot be relieved by any other source reasonably available to the Participant, or (ii) the Participant elects at any time to have his or her full remaining balance distributed but reduced by 10 percent and the Participant is suspended from future participation in the Plan until the end of the eighth full fiscal quarter following the distribution. 8.4 DEATH PRIOR TO FULL PAYMENT. In the event that the Participant has amounts payable as deferred compensation under this Plan and dies prior to the payment of all or a portion of such amounts, the balance of the amount payable at the time of the Participant's death shall be paid to the Participant's beneficiary, or, if no beneficiary has been designated by the Participant, to the Participant's estate. Such payments shall be in the form selected by the Participant 8 unless the beneficiary and the Committee agree to payment in an immediate lump sum. 8.5 DE MINIMUS PAYMENTS. If the amounts credited to a Participant's or his or her successor's account with respect to a Deferral Period is less than $1,000.00, then the Committee, at its sole option, may elect to pay such deferred amount to the Participant or successor immediately, notwithstanding any election by the Participant to defer payment until a later date. 9. BENEFICIARY DESIGNATION. 9.1 DESIGNATION. A Participant may designate a beneficiary or beneficiaries who (to the extent provided in Section 8.4) upon the Participant's death are to receive the distributions that otherwise would have been paid to the Participant. All designations shall be in writing in form accepted or approved by the Committee and shall be effective only if and when delivered to the Committee during the lifetime of the Participant. If a Participant designates a beneficiary without providing in the designation that the beneficiary must be living at the time of distribution, the designation shall vest in the beneficiary all of the distributions whether payable before or after the beneficiary's death, and any distributions remaining upon the beneficiary's death shall be made to the beneficiary's estate. 9.2 CHANGES. A Participant may, from time to time during the Participant's lifetime, change his or her beneficiary or beneficiaries by a written instrument in form accepted or approved by the Committee and delivered to the Committee. In the event a Participant shall not designate a beneficiary or beneficiaries as aforesaid, or if for any reason such designation shall be ineffective, in whole or in part, the distribution that otherwise would have been paid to the Participant shall be paid to the Participant's estate. 10. DISSOLUTION AND OTHER EVENTS. 10.1 DISSOLUTION OR CHANGE OF CONTROL OF FLEETWOOD. (a) In the event that Fleetwood is liquidated or dissolved, then with respect to any amounts which may then or thereafter become payable to a Participant or a Participant's beneficiary or successors under Section 9 of this Plan, the Company shall pay such amount promptly in cash, without regard to any elections with respect to deferrals or installments which the Participant may have in effect. Payment shall be made upon the 9 earlier to occur of (i) a liquidation or dissolution with respect to the Company or (ii) a determination made by the Board in the exercise of its discretion that such liquidation or dissolution is imminent. (b) The occurrence of a Change of Control shall not affect the payment of amounts deferred hereunder and all amounts deferred hereunder shall remain so deferred and shall be paid in accordance with Participant elections as specified in Section 8 hereof. A Participant shall, however, be indemnified and held harmless for any costs incurred, including without limitation attorneys' fees, in the course of and in order to receive payments of amounts to which he or she becomes entitled after a Change in Control. 10.2 SUBSIDIARY REORGANIZATION. In the event the assets of one Subsidiary are transferred to another Subsidiary by merger, consolidation, transfer of assets, transfer of capital stock or otherwise, the transferee Subsidiary shall assume amounts which may then or thereafter become payable by the transferor Subsidiary to a Participant or a Participant's beneficiaries or Successors under Section 8 of this Plan. For purposes of this Section 10.2, a Subsidiary may include Fleetwood. 11. CLAIMS FOR BENEFITS. No employee or other person shall have any claim or right to become a Participant under this Plan except as provided herein. Neither this Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company. Benefits shall be paid in accordance with the provisions of this instrument. If and to the extent benefits are not automatically paid hereunder, the Participant, or a Beneficiary or any other person claiming through the Participant, shall make a written request for benefits under this Plan. This written claim shall be mailed or delivered to the Committee. Such claim shall be reviewed by the Committee or its delegate. (a) If the claim is denied, in whole or in part, the Committee or its delegate shall provide a written notice within ninety (90) days setting forth the specific reasons for denial, and any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary, and appropriate information and explanation of the steps to be taken if a review of the denial is desired. (b) If the claim is denied and a review by the full Committee is desired, the Participant (or Beneficiary) shall notify the Committee or its delegate in writing within sixty (60) days of the denial (a claim shall be deemed denied if the Committee does not take any action within the aforesaid ninety 10 (90) day period). In requesting a review, the Participant or his Beneficiary may request a review of the Plan document or other pertinent documents with regard to the Plan, may submit any written issues and comments, may request an extension of time for such written submission of issues and comments, and may request that a hearing be held, but the decision to hold a hearing shall be within the sole discretion of the Committee. (c) The decision on the review of the denied claim shall be rendered by the Committee within sixty (60) days after the receipt of the request for review (if no hearing is held) or within sixty (60) days after the hearing if one is held. The decision shall be written and shall state the specific reasons for the decision, including reference to specific provisions of the Plan on which the decision is based. 12. NON-TRANSFERABILITY. A Participant's rights and interests under this Plan, including the amounts payable, may not be assigned, pledged, transferred or otherwise hypothecated except, in the event of the Participant's death, to his or her designated beneficiaries as provided in this Plan, or in the absence of such designation, to his or her estate. Any attempt by a Participant or his or her beneficiaries to assign, transfer or dispose of any right under this Plan, other than as permitted herein, shall be disregarded. 13. COURT ORDERS. Notwithstanding any other provision hereof, the Committee may respond as it deems appropriate in its sole and absolute discretion to any court ordered payment (including without limitation those pertaining to child support or alimony). Appropriate responses may include without limitation affording the non-Participant spouse the same rights enjoyed by the Participant spouse to modify a previously elected or determined payment format, subject to the provisions hereof. 14. INCOMPETENCY. Every person receiving or claiming a benefit under this Plan shall be conclusively presumed to be mentally competent until the date on which the Committee receives a written notice, in form and manner acceptable to the Committee, that such person is incompetent and that a guardian, conservator or other person legally vested with the care of his or her estate has been appointed; provided, however, that if the Committee shall determine in its sole discretion that any person to whom a benefit is payable under this Plan is unable to care for his or her affairs because of incompetency, any payments due (unless a prior claim therefor shall have been made by a duly appointed legal representative) may be paid to the spouse, a child, a parent, a brother or sister of such person, or to any person or institution deemed by the Committee to have incurred expenses for 11 such person otherwise entitled to payment. In the event a guardian or conservator of the estate of any person receiving or claiming benefits under this Plan shall be appointed by a court of competent jurisdiction, payment shall be made to such guardian or conservator provided that proper proof of appointment and continuing qualification is furnished in a form and manner acceptable to the Committee. Any payment made in accordance with this section shall be a complete discharge of any liability therefor under this Plan. 15. NOTICE. All elections by a Participant under Sections 5 and 8.1 and the designation of any beneficiary under Section 9 shall be made on forms supplied or approved by the Committee. Any other notice or other communication required or permitted by this Plan to be given or accepted by a Participant, a Participant's successors or beneficiaries, the Committee or the Company, must be in writing and may be given or may be served by depositing the same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested or by delivering the same in person to such party. All notices to a Participant or to his or her successors or beneficiaries shall be delivered to the last known address or addresses on file with the Company. Notices to the Committee or to the Company and elections and beneficiary designations shall be delivered to the following person and address: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92523 Attention: Treasurer or to such other address and person as the Committee, through two duly elected officers, shall specify. 16. EFFECT ON EMPLOYMENT AGREEMENTS. By consenting to the terms of this Plan or by making any election to defer compensation pursuant to the terms of this Plan, each Participant agrees that his employment agreement with the Company, as in effect from time to time and whether executed prior to or after becoming a Participant under the Plan, shall be supplemented and amended to the extent necessary to be consistent with the Plan. In the event of any conflict between the terms of a Participant's employment agreement with the Company and the terms of this Plan, the terms of this Plan shall prevail. 17. REQUIRED APPROVALS. The right of each Participant to elect to defer any portion of his or her compensation and all other rights and obligations of Participants and the Company under this Plan are specifically contingent upon the obtaining of all necessary 12 regulatory and other approvals and compliance with all applicable federal, state and local laws, ordinances, rules and regulations. Specifically, without limiting the foregoing, each Participant by submitting any election under this Plan and the Company by accepting such election agree that the sale of any securities which are the subject of this Plan has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such securities and the payment or receipt of the consideration therefor prior to such qualification is unlawful. The rights of all parties to this Plan (including all Participants and the Company or its Subsidiaries) are expressly conditioned upon such qualification being obtained. 18. PLAN AMENDMENT. 18.1 PLAN RESTATEMENT. This Plan has been restated effective as of April 1, 1995, pursuant to action taken by the Board for the purpose of amending and restating the Plan. This Plan as so restated shall apply to all amounts deferred hereunder including those deferred prior to April 1, 1995. 18.2 FUTURE PLAN AMENDMENT. This Plan may be further amended by the Board at any time and from time to time, provided that no such amendment shall operate to adversely affect a Participant's rights under the Plan with respect to amounts deferred prior to the date of such amendment. 19. UNSECURED OBLIGATION. Participants under this Plan shall not have any interest in any fund or specific assets of the Company by reason of this Plan. No trust fund shall be created in connection with the Plan, and there shall be no funding of amounts which may become or are payable to any Participant; provided, that benefits under this Plan may be funded in whole or in part through the Fleetwood Enterprises Master Deferred Compensation Trust, a grantor trust described in Section 671 of the Internal Revenue Code; provided further, that upon a Change of Control, the Company must immediately contribute an amount, if any, to such trust so that all benefits earned and credited hereunder through such Change shall be fully funded through such Trust. A Participant's rights under such Trust shall be governed solely by the instrument or instruments governing such trust. 20. GOVERNING LAW. This Plan shall be governed by and construed in accordance with laws of the State of California. 13 21. PRONOUNS. The masculine pronoun shall include the feminine and the singular pronoun shall include the plural and VICE VERSA, unless the context clearly indicates otherwise. 14 AMENDMENT NO. 2 FLEETWOOD ENTERPRISES, INC. DEFERRED COMPENSATION PLAN (AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995) The Fleetwood Enterprises, Inc. Deferred Compensation Plan (Amended and Restated effective April 1, 1995) is hereby further amended, effective January 1, 1996, as follows: A. Section 5 shall be amended by the addition of the following at the end thereof: Notwithstanding the foregoing, Participants employed by Fleetwood Credit Corp. or employed by the Company to be responsible for the affairs of Fleetwood Credit Corp. may, on or before the Closing Date of the sale by the Company to an unrelated third party of all of the stock of Fleetwood Credit Corp., make a special election to defer all or a portion of the retention bonus to be paid to such Participant in connection with said transaction for services rendered by the Participant during the period following the Closing Date with a duration as set forth in the particular retention bonus program applicable to the particular Participant. Such special election with respect to the retention bonus may be amended or revoked at any time on or before 5:00 p.m. Pacific Time on the Closing Date. B. The first sentence of Section 8.3(a) shall be amend4ed in its entirety to read as follows: A Participant may modify any election under Section 8.1(b) at any time that is not less than two years before the prior election under such provision would otherwise take effect; provided, that any modified election itself may not take effect until a date that is at least two years after it is made. EX-10.C 3 EXHIBIT 10.C - SUPPLEMENTAL BENEFIT PLAN FLEETWOOD ENTERPRISES, INC. SUPPLEMENTAL BENEFIT PLAN (Amended And Restated Effective April 1, 1995) TABLE OF CONTENTS 1. Purpose.. . . . . . . . . . . . . . . . . . . . . . . . 1 2. Definitions.. . . . . . . . . . . . . . . . . . . . . . 1 2.1 Board. . . . . . . . . . . . . . . . . . . . . . . 1 2.2 Committee. . . . . . . . . . . . . . . . . . . . . 1 2.3 Company. . . . . . . . . . . . . . . . . . . . . . 2 2.4 Deferred Compensation. . . . . . . . . . . . . . . 2 2.5 Participant. . . . . . . . . . . . . . . . . . . . 2 2.6 Plan Period. . . . . . . . . . . . . . . . . . . . 2 2.7 Base Rate. . . . . . . . . . . . . . . . . . . . . 2 2.8 Restricted Contributions.. . . . . . . . . . . . . 2 2.9 Retirement Plans.. . . . . . . . . . . . . . . . . 2 2.10 Subsidiary.. . . . . . . . . . . . . . . . . . . . 3 2.11 Supplemental Benefits. . . . . . . . . . . . . . . 3 2.12 Change of Control. . . . . . . . . . . . . . . . . 3 2.13 Fleetwood. . . . . . . . . . . . . . . . . . . . . 4 3. Plan Administration.. . . . . . . . . . . . . . . . . . 4 3.1 The Committee. . . . . . . . . . . . . . . . . . . 4 3.2 Powers of the Committee. . . . . . . . . . . . . . 4 3.3 Organization and Operation of Committee. . . . . . 4 3.4 Reliance on Reports. . . . . . . . . . . . . . . . 4 3.5 Records and Reports. . . . . . . . . . . . . . . . 5 3.6 Payment of Expense.. . . . . . . . . . . . . . . . 5 3.7 Indemnification. . . . . . . . . . . . . . . . . . 5 4. Eligibility and Participation.. . . . . . . . . . . . . 6 5. Determination of Supplemental Benefits. . . . . . . . . 6 5.1 Separate Determination for Each Plan Period. . . . 6 5.2 Determination of Amount of Supplemental Benefits.. . . . . . . . . . . . . . . . . . . . . 6 5.3 Computation of Interest. . . . . . . . . . . . . . 6 5.4 Vesting. . . . . . . . . . . . . . . . . . . . . . 7 6. Unsecured Obligation. . . . . . . . . . . . . . . . . . 7 7. Payment.. . . . . . . . . . . . . . . . . . . . . . . . 7 8. Beneficiary Designation.. . . . . . . . . . . . . . . . 9 9. Dissolution and Other Events. . . . . . . . . . . . . . 9 9.1 Dissolution or Change of Control of Fleetwood. . . 9 9.2 Subsidiary Reorganization. . . . . . . . . . . . . 10 10. Claim to Supplemental Benefits and Employee Rights. . . 10 11. Nontransferability. . . . . . . . . . . . . . . . . . . 11 12. Court Orders. . . . . . . . . . . . . . . . . . . . . . 11 i 13. Relationship to Other Benefits. . . . . . . . . . . . . 11 14. Amendment and Termination.. . . . . . . . . . . . . . . 11 14.1 Plan Restatement.. . . . . . . . . . . . . . . . . 11 14.2 Future Amendment and Termination.. . . . . . . . . 12 15. Amendment of Retirement Plans.. . . . . . . . . . . . . 12 16. De Minimus Payments.. . . . . . . . . . . . . . . . . . 12 17. Incompetency. . . . . . . . . . . . . . . . . . . . . . 12 18. Notice. . . . . . . . . . . . . . . . . . . . . . . . . 13 19. Governing Law.. . . . . . . . . . . . . . . . . . . . . 13 20. Pronouns. . . . . . . . . . . . . . . . . . . . . . . . 13 ii FLEETWOOD ENTERPRISES, INC. SUPPLEMENTAL BENEFIT PLAN (AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995) 1. PURPOSE. The purpose of the Supplemental Benefit Plan (the "Plan") is to provide benefits to certain highly-compensated or management employees of Fleetwood Enterprises, Inc. and certain of its Subsidiaries in addition to the benefits provided under the Fleetwood Enterprises, Inc. Retirement Plan (including for purposes of the Plan, the Benefit Restoration Plan) or the Fleetwood Retirement Plan, whichever of such Retirement Plans are applicable to the particular employee. To this end, the Plan provides for (1) supplemental unfunded benefits in excess of those provided by the Retirement Plans because of the contribution limitations of Sections 415 and 401(a)(17) of the Internal Revenue Code of 1986 as amended (the "Code"), and (2) unfunded benefits in lieu of amounts which would have been contributed to the Retirement Plans if deferred compensation were included in the Retirement Plan's definition of "Earnings" for purposes of contributions. This Plan is intended to constitute an unfunded plan providing benefits to a select group of management or highly compensated employees within the meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended. 2. DEFINITIONS. The following terms shall have the respective meanings set forth below: 2.1 BOARD. "Board" shall mean the Board of Directors of Fleetwood. 2.2 COMMITTEE. "Committee" shall mean a committee appointed by the President of Fleetwood. The Committee shall consist of not less than two members. A member of the Committee may also be a participant under the Plan, but any Committee member who is such a member shall not participate in any rulings by the Committee which relate to his own distributions or elections or which are otherwise particularly applicable to his own participation. 1 2.3 COMPANY. "Company" shall mean Fleetwood and its Subsidiaries. 2.4 DEFERRED COMPENSATION. "Deferred Compensation" shall mean amounts for which a Participant has an election to defer in effect under the Fleetwood Enterprises, Inc. Deferred Compensation Plan. 2.5 PARTICIPANT. "Participant" shall mean a person described in Section 4. 2.6 PLAN PERIOD. "Plan Period" shall mean the applicable quarters of the calendar year, ending respectively on March 31, June 30, September 30, and December 31. 2.7 BASE RATE. "Base Rate" shall mean the base rate of interest charged by the Bank of America, NT&SA (or base or prime rate of such other major bank as may be selected by the Committee), or, after March 31, 1995, any other rate selected by the Committee in its sole and absolute discretion. Notwithstanding the foregoing, upon and after a Change of Control, the "Base Rate" shall be the greater of the base or prime rate charged from time to time by the Bank of America, NT&SA or the rate in use immediately before the Change of Control. The "Base Rate" shall be adjusted quarterly as of the last day of each Plan Period based on the base rate in effect on the last business day of such period. 2.8 RESTRICTED CONTRIBUTIONS. "Restricted Contributions" shall mean the Company contributions which would have been allocated to the account of the Participant in the Retirement Plans for the Plan Year but for the limitations imposed by Sections 415 and 417 of the Internal Revenue Code. 2.9 RETIREMENT PLANS. "Retirement Plans" shall mean the Fleetwood Enterprises, Inc. Retirement Plan and the 2 Fleetwood Retirement Plan, in each case as now in effect or hereafter amended. 2.10 SUBSIDIARY. "Subsidiary" shall mean such corporations, fifty percent (50%) or more of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by Subsidiaries that have been designated in writing by the Committee to be Subsidiaries for this purpose. 2.11 SUPPLEMENTAL BENEFITS. "Supplemental Benefits" shall mean the amounts credited to a Participant's account pursuant to Section 5.2 of this Plan. 2.12 CHANGE OF CONTROL. "Change in Control" shall mean the first to occur of any of the following events: (a) Any "person" (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act") but not including for this purpose any person that, as of January 1, 1995, owned 15 percent or more of the outstanding common stock of Fleetwood or a person who acquires shares of such common stock from such person by will or by the laws of descent or distribution) becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 25 percent or more of Fleetwood's capital stock entitled to vote in the election of directors; (b) During any period of not more than two consecutive years, not including any period prior to April 1, 1995, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a),(c), or (d) of this Section 2.12) whose election by the board of directors or nomination for election by Fleetwood's stockholders was approved by a vote of at least three- fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; 3 (c) The shareholders of Fleetwood approve any consolidation or merger of Fleetwood other than a consolidation or merger of Fleetwood in which the holders of the common stock of Fleetwood immediately prior to the consolidation or merger hold more than 50% of the common stock of the surviving corporation immediately after the consolidation or merger; or (d) Substantially all of the assets of the Company are sold or otherwise transferred to parties that are not within a "controlled group of corporations" (as defined in Code Section 1563) in which the Company is a member. 2.13 FLEETWOOD "Fleetwood" shall mean Fleetwood Enterprises, Inc., a Delaware corporation. 3. PLAN ADMINISTRATION. 3.1 THE COMMITTEE. The Committee shall administer the Plan in accordance with its terms. 3.2 POWERS OF THE COMMITTEE. The Committee shall have full power and authority to adopt and revise such rules and procedures as it shall deem necessary for the administration of the Plan . The decision of the Committee with respect to any question arising under this Plan shall be final, conclusive and binding on all persons. 3.3 ORGANIZATION AND OPERATION OF COMMITTEE. The Committee shall act by a majority of its members at the time in office, and such action may be taken either by a vote at a meeting or in writing without a meeting. The Committee may authorize any one or more of its members to execute any document or documents on behalf of the Committee. The Committee may appoint such accountants, counsel, specialists, and other persons as it deems necessary or desirable in connection with the administration of this Plan. 3.4 RELIANCE ON REPORTS. Each member of the Committee and each member of the Board shall be fully justified in relying 4 or acting in good faith upon any opinion or report made by the independent public accountants of the Company and upon any other opinions, reports or information furnished in connection with the Plan by any accountant, counsel, or other specialist (including financial officers of the Company, whether or not such persons may be Participants under the Plan). In no event shall any person who is or shall have been a member of the Committee or of the Board be liable for any determination made or other action taken or any omission to act in reliance upon any such opinion, report or information or for any action, including the furnishing of information, taken or failure to act, if in good faith. 3.5 RECORDS AND REPORTS. The Committee shall keep a record of all its proceedings and acts, and shall keep all such books of accounts, records, and other data as may be necessary for proper administration of the Plan. 3.6 PAYMENT OF EXPENSE. Unless otherwise determined by the Board, the members of the Committee shall serve without compensation for services as such, but all expenses of the Committee shall be paid by the Company. Such expenses shall include any expenses incident to the functioning of the Committee, including, but not limited to, fees of accountants, counsel, and other specialists, and other costs of administering the Plan. 3.7 INDEMNIFICATION. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by Fleetwood against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the approval of Fleetwood, or paid by him in satisfaction of judgment in any such action, suit, or proceeding against him, provided he shall give Fleetwood an opportunity, at its own expense, to handle and defend it on his own behalf. The foregoing rights of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the certificate of incorporation or bylaws of Fleetwood, as a 5 matter of law, or otherwise, or any power that Fleetwood may have to indemnify them or hold them harmless. 4. ELIGIBILITY AND PARTICIPATION. Those persons who are participants in either of the Retirement Plans and have Deferred Compensation or Restricted Contributions for a Plan Period shall become Participants for the Plan Period. 5. DETERMINATION OF SUPPLEMENTAL BENEFITS. 5.1 SEPARATE DETERMINATION FOR EACH PLAN PERIOD. A separate determination shall be made with respect to each Plan Period as to the amount of Supplemental Benefits to be credited to the account of each Participant for the Plan Period. 5.2 DETERMINATION OF AMOUNT OF SUPPLEMENTAL BENEFITS. For each Plan Period, the account of each Participant shall be credited with amounts equal to: (i) the amount of Company contributions which would have been allocated to the Participant's account in either of the Retirement Plans for the Plan Period if "Earnings" under such Retirement Plan included Deferred Compensation, such amount to be credited no later than as of the date or dates the Company contributions would have been made to such Retirement Plan if "Earnings" under such Retirement Plan included Deferred Compensation; plus (ii) the amount of Restricted Contributions allocable to the Participant for the Plan Period, such amount to be credited as of the dates the Restricted Contributions would have been made to the applicable Retirement Plan but for the limitations of Sections 415 and 401(a)(17) of the Internal Revenue Code; plus (iii) the interest, if any, computed under Section 5.3. 5.3 COMPUTATION OF INTEREST. Amounts credited under this Plan shall bear interest at a rate per annum equal to the lesser of 6 (i) the Base Rate computed pursuant to Section 2.7, or (ii) the maximum rate permitted under California law. Interest shall be credited and compounded quarterly as of the end of each Plan Period. Participants' accounts shall be accurately and timely credited with interest earned hereunder. 5.4 VESTING. A Participant's vested percentage of the amounts credited to his account under this Plan shall be the same as his vested percentage of amounts credited to his account under the applicable Retirement Plan. 6. UNSECURED OBLIGATION. Participants under this Plan shall not have any interest in any fund or specific assets of the Company by reason of this Plan. No trust fund shall be created in connection with the Plan, and there shall be no funding of amounts which may become or are payable to any Participant; provided, that benefits under this Plan may be funded in whole or in part through the Fleetwood Enterprises Master Deferred Compensation Trust, a grantor trust described in Internal Revenue Code Section 671; provided further, that upon a Change of Control, the Company must immediately contribute an amount, if any, to such trust sufficient so that all benefits earned and credited hereunder through such Change shall be fully funded through such trust. A Participant's rights under such trust shall be governed solely by the instrument or instruments governing such trust. 7. PAYMENT. (a) The vested portion of the amount of Supplemental Benefits credited to a Participant's account under this Plan, shall, subject to the provisions of Sections 7(b), 5.4 and 16, be paid in accordance with the written election of a Participant upon his or her termination of employment with the Company, on a form authorized for such purpose by the Committee, which election shall be made immediately prior to the inception of the Participant's participation in this Plan. In such election, the Participant shall designate either one or a combination of the following payment options: (i) A lump sum upon employment termination with the Company, or in the first week of January of a designated year (1st, 2nd, 3rd, etc.) following termination. 7 (ii) Consecutive annual installments of not less than $10,000 each, such installments to commence in the first week of January of a designated year (1st, 2nd, 3rd, etc.) following employment termination with the Company and payable over a period not to exceed 20 years from the date of employment termination. (iii) A lump sum amount of less than the participant's entire benefit, in accordance with (i) above, followed by installment payments of the balance in accordance with (ii), above. (b) The elections described in paragraph (a) above shall be subject to the following: (i) A Participant may modify any election at any time that is not less than two years before the prior election would otherwise take effect. (ii) Notwithstanding clause (i) above, an election may be modified at any time if (A) the Participant and the Committee both agree to such modification and such modification is on account of the Participant's involuntary termination of employment with the Company or the Participant is suffering a severe financial hardship attributable to an unforeseeable emergency that cannot be relieved by any other source reasonably available to the Participant, or (B) the Participant elects at any time to have his or her full remaining balance distributed but reduced by 10 percent and the Participant is suspended from future participation in the Plan until the end of the eighth calendar quarter following the distribution. (iii) While distributions will ordinarily commence upon or after employment termination with the Company, a Participant in his or her election or election modification may specify that payments may commence while the person is still employed with the Company on or after the date the sum of such person's age and total service with the Company equals 85. Notwithstanding the foregoing, the Committee may order payment to any Participant still employed with the Company if the sum of such individual's age and total service with the Company equals 70 and the Committee determines that there are mitigating circumstances surrounding such individual that warrant prompt payment. (c) To the extent that a percentage of the Participant's account or accounts in the applicable Retirement Plan attributable to the Company contributions 8 is forfeited because of termination of employment, an equal percentage of the Participant's account under this Plan shall be forfeited, subject to provisions of restoration which may be provided by the applicable Retirement Plan. (d) If no separate election is made hereunder, payment to the Participant shall be made in a lump sum in January of the year following termination of employment with the Company. (e) Upon the death of a Participant, all funds will be paid to the Participant's designated beneficiary or beneficiaries in the form selected by the Participant unless the beneficiary and the Committee agree to payment in an immediate lump sum. 8. BENEFICIARY DESIGNATION. A Participant may designate a beneficiary or beneficiaries by means of a written election on a form authorized for such purpose by the Committee. A Participant may change such election at any time on a form authorized for such purpose by the Committee. If a Participant does not make an election in accordance with this Section 8 and has previously designated a beneficiary or beneficiaries under the Participant's applicable Retirement Plan, then that designation shall be effective for purposes of this Plan. 9. DISSOLUTION AND OTHER EVENTS. 9.1 DISSOLUTION OR CHANGE OF CONTROL OF FLEETWOOD (a) In the event that Fleetwood is liquidated or dissolved, then with respect to any amounts which may then or thereafter become payable to a Participant or a Participant's beneficiary or successors under Section 7 of this Plan, the Company shall pay such amount promptly in cash, without regard to any elections with respect to deferrals or installments which the Participant may have in effect. Payment shall be made upon the earlier to occur of (i) a liquidation or dissolution with respect to the Company or (ii) a determination made by the Board in the exercise of its discretion that such liquidation or dissolution is imminent. (b) The occurrence of a Change of Control shall not affect the payment of amounts hereunder, and all benefits hereunder shall remain deferred and shall be 9 paid in accordance with Participant elections as specified in Section 7 hereof. A Participant shall, however, be indemnified and held harmless for any costs incurred, including without limitation attorneys' fees, in the course of and in order to receive payments of amounts to which he or she becomes entitled after a Change in Control. 9.2 SUBSIDIARY REORGANIZATION. In the event the assets of one Subsidiary are transferred to another Subsidiary by merger, consolidation, transfer of assets, transfer of capital stock or otherwise, the transferee Subsidiary shall assume amounts which may then or thereafter become payable by the transferor Subsidiary to a Participant or a Participant's beneficiaries or successors under the provisions of this Plan. For purposes of this Section 9.2, a Subsidiary may include Fleetwood. 10. CLAIM TO SUPPLEMENTAL BENEFITS AND EMPLOYEE RIGHTS. No employee or other person shall have any claim or right to become a Participant under this Plan except as provided herein. Neither this Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company. Benefits shall be paid in accordance with the provisions of this instrument. If and to the extent benefits are not automatically paid hereunder, the Participant, or a Beneficiary or any other person claiming through the Participant, shall make a written request for benefits under this Plan. This written claim shall be mailed or delivered to the Committee. Such claim shall be reviewed by the Committee or its delegate. (a) If the claim is denied, in whole or in part, the Committee or its delegate shall provide a written notice within ninety (90) days setting forth the specific reasons for denial, and any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary, and appropriate information and explanation of the steps to be taken if a review of the denial is desired. (b) If the claim is denied and a review by the full Committee is desired, the Participant (or Beneficiary) shall notify the Committee or its delegate in writing within sixty (60) days of the denial (a claim shall be deemed denied if the Committee does not take any 10 action within the aforesaid ninety (90) day period). In requesting a review, the Participant or his Beneficiary may request a review of the Plan document or other pertinent documents with regard to the Plan, may submit any written issues and comments, may request an extension of time for such written submission of issues and comments, and may request that a hearing be held, but the decision to hold a hearing shall be within the sole discretion of the Committee. (c) The decision on the review of the denied claim shall be rendered by the Committee within sixty (60) days after the receipt of the request for review (if no hearing is held) or within sixty (60) days after the hearing if one is held. The decision shall be written and shall state the specific reasons for the decision, including reference to specific provisions of the Plan on which the decision is based. 11. NONTRANSFERABILITY. Except as may be permitted by the applicable Retirement Plan or in order to pay death benefits as provided hereunder, a person's rights and interest under this Plan, including amounts payable, may not be assigned, pledged, transferred or otherwise hypothecated. 12. COURT ORDERS. Notwithstanding any other provisions hereof, the Committee may respond as it deems appropriate in its sole and absolute discretion to any court ordered payment (including without limitation those pertaining to child support or alimony). Appropriate responses may include without limitation affording the non-Participant spouse the same rights enjoyed by the Participant spouse to modify a previously elected or determined payment format, subject to the provisions hereof. 13. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account for determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company. 14. AMENDMENT AND TERMINATION. 14.1 PLAN RESTATEMENT. This Plan has been restated as of April 1, 1995, pursuant to action taken by the Board for the 11 purpose of amending and restating the Plan. This Plan as so restated shall apply to all amounts earned hereunder including those earned prior to April 1, 1995. 14.2 FUTURE AMENDMENT AND TERMINATION. The Board may terminate this Plan or modify or amend this Plan in such respects as it shall deem advisable. No termination or amendment of the Plan, however, shall reduce the amount of the benefit which a person who is a Participant at the time such termination or amendment occurs has already become entitled to. 15. AMENDMENT OF RETIREMENT PLANS. In the event that any of the provisions of either of the Retirement Plans are amended, said amendment to the extent not in direct conflict with express provisions of this Plan shall be equally applicable to the payment of Supplemental Benefits under this Plan. 16. DE MINIMUS PAYMENTS. Notwithstanding any other provision of this Plan or either of the Retirement Plans to the contrary, in the event that amounts become payable to a Participant or to his or her successor under the terms of this Plan and the present value of such amounts is less than $10,000.00, the Committee may, at its sole discretion, direct the present value of such amounts to be paid in a lump sum cash payment. 17. INCOMPETENCY. Every person receiving or claiming a benefit under this Plan shall be conclusively presumed to be mentally competent until the date on which the Committee receives a written notice, in form and manner acceptable to the Committee, that such person is incompetent and that a guardian, conservator or other person legally vested with the care of his or her estate has been appointed; provided, however, that if the Committee shall determine in its sole discretion that any person to whom a benefit is payable under this Plan is unable to care for his or her affairs because of incompetency, any payments due (unless a prior claim therefore shall have been made by a duly appointed legal representative may be paid to the spouse, a child, a parent, a brother or sister of such person, or to any person or institution deemed by the Committee to have incurred expenses for 12 such person otherwise entitled to payment. In the event a guardian or conservator of the estate of any person receiving or claiming benefits under this Plan shall be appointed by a court of competent jurisdiction, payment shall be made to such guardian or conservator provided that proper proof of appointment and continuing qualification is furnished in a form and manner acceptable to the Committee. Any payment made in accordance with this section shall be a complete discharge of any liability therefor under this Plan. 18. NOTICE. All elections by a Participant and the designation of any beneficiary or beneficiaries shall be made on forms supplied or approved by the Committee. Any other notice or other communication required or permitted by this Plan to be given or accepted by a Participant, a Participant's successors or beneficiaries, the Committee or the Company, must be in writing and may be given or may be served by depositing the same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested or by delivering the same in person to such party. All notices to a Participant or to his or her successors or beneficiaries shall be delivered to the last known address or addresses on file with the Company. Notices to the Committee or to the Company and beneficiary designations shall be delivered to the following person and address: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92523 Attention: Treasurer or to such other address and person as the Committee, through two duly elected officers, shall specify. 19. GOVERNING LAW. This Plan shall be governed by and construed in accordance with the laws of the State of California. 20. PRONOUNS. The masculine pronoun shall include the feminine and the singular pronoun shall include the plural and VICE VERSA, unless the context clearly indicates otherwise. 13 AMENDMENT NO. 2 FLEETWOOD ENTERPRISES, INC. SUPPLEMENTAL BENEFIT PLAN (AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995) The Fleetwood Enterprises, Inc. Supplemental Benefit Plan (Amended and Restated effective April 1, 1995) is hereby amended, effective January 1, 1996, as follows: A. Section 7(b)(i) shall be amended in its entirety to read as follows: A Participant may modify any election at any time that is not less than two years before the prior election would otherwise take effect, provided, that any modified election itself may not take effect until a date that is at least two years after it is made. EX-10.D 4 EXHIBIT 10.D - LONG TERM INCENTIVE PLAN FLEETWOOD ENTERPRISES, INC. LONG-TERM INCENTIVE PLAN (AMENDED AND RESTATED AS OF APRIL 17, 1996)
TABLE OF CONTENTS PAGE 1. Purpose................................................................... 1 2. Definitions............................................................... 1 2.1 Award Period.................................................... 1 2.2 Board........................................................... 1 2.3 Cash-Flow Return................................................ 1 2.4 Cash-Flow Return on Gross Cash Investments...................... 2 2.5 Change of Control............................................... 2 2.6 Committee....................................................... 3 2.7 Company......................................................... 3 2.8 Company's Actual Performance Level.............................. 3 2.9 Direct Compensation............................................. 3 2.10 Disability...................................................... 3 2.11 Fiscal Year..................................................... 4 2.12 Gross Cash Investment........................................... 4 2.13 Incentive Compensation.......................................... 4 2.14 Interest Expense................................................ 4 2.15 Maximum Incentive Compensation Award............................ 4 2.16 Maximum Performance Level....................................... 4 2.17 Minimum Achievement Award....................................... 5 2.18 Minimum Performance Level....................................... 5 2.19 Participant..................................................... 5 2.19(a) Benchmark Participant........................................... 5 2.19(b) Other Participants.............................................. 5 2.20 Participation Units............................................. 5 2.21 Performance Objective........................................... 6 2.22 Retirement...................................................... 6 2.23 Subsidiary...................................................... 6 2.24 Target Performance Award........................................ 6 3. Plan Administration....................................................... 6 3.1 The Committee................................................... 6 3.2 Powers of the Committee......................................... 6 3.3 Organization and Operation of Committee......................... 6 3.4 Reliance on Reports............................................. 7 3.5 Records and Reports............................................. 7 3.6 Payment of Expenses............................................. 7 3.7 Indemnification................................................. 7 4. Eligibility and Participation............................................. 8 4.1 Eligibility..................................................... 8 4.2 Selection of Participants....................................... 8 4.3 Duration of Participation....................................... 8 4.4 Designation of the Benchmark Participant and Other Participants. 9 5. Determination of Incentive Compensation................................... 9 5.1 Separate Determination for Each Award Period.................... 9 5.2 Determination of Company Performance Goals...................... 9 5.3 Selection and Designation of Participants....................... 9 5.4 Determination of the Benchmark Participant's Incentive Compensation Award Levels................................. 9 5.5 Award of Participation Units to the Benchmark Participant and Other Participants......................................... 10 5.6 Communication of Objectives and Related Incentive Compensation Benefits................................................... 10 6. Amount of Incentive Compensation.......................................... 10 6.1 Calculation of the Benchmark Participant's Incentive Compensation Award...................................................... 10 6.2 Calculation of Incentive Compensation for Other Participants.... 11 6.3 Amounts Payable to Deceased Disabled and Retired Participants... 11 6.4 No Incentive Compensation for Terminated Employees.............. 12 6.5 Limitation of Aggregate Amount of Incentive Compensation Payable in Any One Fiscal Year............................. 12 7. Payment................................................................... 13 7.1 Form............................................................ 13 7.2 Forfeiture of Certain Benefits.................................. 13 7.3 Death Prior to Full Payment..................................... 13 8. Waiver of Participation................................................... 13 8.1 Participation Voluntary......................................... 13 8.2 Effect of Waiver................................................ 13 9. Beneficiary Designation................................................... 14 9.l Designation..................................................... 14 9.2 Changes......................................................... 14 10. Dissolution or Merger..................................................... 14 10.1 Dissolution or Change of Control of Fleetwood Enterprises, Inc.. 14 10.2 Recapitalization................................................ 15 11. Claim to Incentive Compensation and Employee Rights....................... 15 12. Unsecured Obligation...................................................... 15 13. Nontransferability........................................................ 15 14. Tax Withholding........................................................... 15 15. Relationship to Other Benefits............................................ 15 16. Amendment and Termination................................................. 16 17. Incompetency.............................................................. 16 18. Effective Date of Amended and Restated Plan............................... 16 19. Notices................................................................... 16
ii FLEETWOOD ENTERPRISES, INC. LONG-TERM INCENTIVE PLAN 1. PURPOSE. The purpose of the Long-Term Incentive Plan (the "Plan") is to provide a means of paying incentive compensation to certain key management employees who contribute materially to the long-term success of Fleetwood Enterprises, Inc. By relating the incentive rewards of certain key executives to the achievement of high cash-flow returns over successive two-year periods, the Company will be in a position to provide additional motivation and to reward extraordinary performance by making those employees most responsible for such performance participants in the Company's success. Consistent increases in the Company's cash flow add economic value to the Company, which benefits the Company's shareholders. In addition, by providing long-term incentive compensation opportunities as well as the Company's long-time short-term incentive program, the Company expects not only to attract but also to maintain, on a long-term basis, a highly competent management team. 2. DEFINITIONS. The following terms shall have the respective meanings set forth below: 2.1 AWARD PERIOD. "Award Period" shall mean a period of two consecutive Fiscal Years selected by the Committee. No more than one Award Period shall begin during any single Fiscal Year. 2.2 BOARD. "Board" shall mean the Board of Directors of the Company (meaning in this case the parent company and not its subsidiaries). 2.3 CASH-FLOW RETURN. "Cash-Flow Return" shall mean net income for a Fiscal Year after provisions for taxes on income, as shown on Fleetwood Enterprises, Inc.'s audited consolidated financial statements as at the end of a Fiscal Year, plus provisions for depreciation and amortization and Interest Expense (after tax), adjusted to (i) exclude items of either a positive or negative nature resulting from the disposal of a segment of a business, classified as being an "extraordinary" item, or classified as an "unusual or infrequent" item (including any item associated with a change in the capital structure of the Company or unusual or infrequent items resulting from any transaction or restructuring approved by the Board), all as determined using principles similar to generally accepted accounting principles, (ii) exclude items of either a positive or negative nature resulting from the acquisition, operation, or disposition of a business operation that, based upon the type of business conducted or its geographic location, does not constitute a core business of the Company's business operations, (iii) include any amounts which previously reduced such Cash-Flow Return for such Fiscal Year as a result of the payment or accrual of benefits to Participants under this Plan and (iv) exclude the effect of any acquisitions during the Award Period accounted for as a "pooling of interests" by restating the financial statements to indicate the effect which would have resulted if such acquisitions had been accounted for as "purchases". Each of the adjustments referred to in (i), (ii), (iii) and (iv) of the preceding sentence shall be made net of "tax effect", if any. 2.4 CASH-FLOW RETURN ON GROSS CASH INVESTMENTS "Cash-Flow Return on Gross Cash Investment" for an Award Period shall mean the average annual amount of Cash-Flow Return for the two (2) fiscal years included in the Award Period divided by the Gross Cash Investment at the end of the Fiscal Year immediately prior to the Award Period. By multiplying the amount determined under the preceding sentence by 100, Cash-Flow Return on Gross Cash Investment may be expressed as a percentage. If this Plan calls for the computation of Cash-Flow Return on Gross Cash Investment for a period which is less than a full Award Period, the Cash-Flow Return shall be the aggregate amount, averaged on an annualized basis, earned between the commencement of the Award Period and the date of the unaudited interim financial statements as of the end of the fiscal month immediately preceding the end of the period and the Gross Cash Investment shall be the Gross Cash Investment at the end of the Fiscal Year immediately prior to the Award Period. 2.5 CHANGE OF CONTROL. "Change of Control" shall mean circumstances under which (i) a third person including a "Group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, who is not an "Exempt Person" as defined in the last sentence of this subsection, acquires capital stock of the Company having twenty-five percent (25%) or more of the total number of votes that may be voted for the election of directors of the Company, or (ii) as a result of any cash tender or exchange offer, merger or other business combination, or any combination of any of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the board of directors of the Company, or any successor to the Company. For purposes of this Section 2.5, an "Exempt Person" means (i) a person who as of January 1, 1989, owned ten percent (10%) or more of the outstanding common stock of the Company or a person who acquires shares of such common stock from such person by will or by the laws of descent or distribution; or (ii) a person who would not otherwise be a beneficial owner of twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding voting securities but for a reduction in the number of outstanding voting securities resulting from a stock repurchase program or other similar plan of the Company or from a self tender offer of the Company, which plan or tender offer commenced on or after the date hereof, provided, however, that the term "person" shall include such person from and after the first date upon which (A) such person, since the date of the commencement of such plan or tender offer, shall have acquired beneficial ownership of, in the aggregate, a number of voting securities of the Company equal to 1% or more of the voting securities of the Company then outstanding and (B) such person, together with all affiliates and associates of such person, shall beneficially own 25% or more the voting securities of the Company then outstanding. 2 2.6 COMMITTEE. "Committee" shall mean a committee appointed by the Board from among its own members. The Committee shall consist of not less than two members. No member of the Committee may, while serving on the Committee, also be a Participant in this Plan. In addition, if the Incentive Compensation is to be awarded to a Participant subject to Section 162(m) of the Internal Revenue Code, then each of the Committee members shall also be "outside directors," as such term is defined in the regulations under Section 162(m) of the Internal Revenue Code. 2.7 COMPANY. "Company" shall mean Fleetwood Enterprises, Inc. and its subsidiaries. 2.8 COMPANY'S ACTUAL PERFORMANCE LEVEL. "Company's Actual Performance Level" means the Cash-Flow Return on Gross Cash Investment for an Award Period actually achieved during an Award Period computed as of the end of the Award Period. 2.9 DIRECT COMPENSATION. "Direct Compensation" shall mean gross salary and bonus payments to an employee prior to reduction as a result of state and federal income tax withholding, disability, social security and other charges, excluding, however, (i) any payments under this Plan (ii) any and all pension and profit sharing contributions or benefits and (iii) any other indirect compensation. "Average Annual Direct Compensation" shall mean the average amount of annual Direct Compensation paid to the Benchmark Participant during an Award Period or, if applicable, a shortened Award Period. For the purpose of this Section 2.9, salary and bonus payments shall be deemed paid and exclusions shall be deemed charged as of the date of accrual of such payments and exclusions by the Company, notwithstanding that actual payment may be deferred to a later date with or without the employee's consent. Specifically, without limiting the provisions of the preceding sentence, computations as of the end of a fiscal quarter or other period of time shall be accrued as of the last day of the quarter or applicable period of time, notwithstanding that the computation of the amount may not be completed until some time thereafter or that actual payment may be deferred by the election of the employee or otherwise to some future date. 2.10 DISABILITY. "Disability" shall mean the permanent inability of a Participant because of injury or disease to engage in an occupation or employment which is substantially similar to the occupation or employment in which the Participant was engaged prior to the time when the injury or disease first began to affect the Participant's occupation or employment with the Company. The existence of a Disability and the time when a Disability commences shall be determined by the Committee based upon such medical or other evidence as the Committee in its sole discretion may find advisable. The decisions of the Committee with respect to the existence of a Disability or the time when a Disability commenced shall be final and binding on all persons including without limitation the Disabled Participant and his other successors or representatives. 3 2.11 FISCAL YEAR. "Fiscal Year" shall mean the fiscal year of Fleetwood Enterprises, Inc. adopted for accounting and reporting purposes. 2.12 GROSS CASH INVESTMENT. "Gross Cash Investment" shall mean total book assets plus accumulated depreciation minus non-debt liabilities as shown and as classified on Fleetwood Enterprises, Inc.'s audited consolidated financial statements; provided, however, such financial statements shall be restated to exclude the effect of any acquisitions during the Award Period accounted for on a "pooling of interests" basis and to include the effect of such acquisitions as if they had been accounted for as "purchases" and shall be equitably and appropriately adjusted to take into account any material change in the capital structure of the Company resulting from any transaction or restructuring event approved by the Board. 2.13 INCENTIVE COMPENSATION. "Incentive Compensation" shall mean the dollar amount awarded to a Participant with respect to an Award Period under the terms of Section 6 of this Plan. Notwithstanding any other provision of this Plan to the contrary (including Sections 6.3 and 6.5), no Participant shall be awarded more than $1,000,000 of Incentive Compensation (as determined under Section 6 of this Plan) for any Award Period. 2.14 INTEREST EXPENSE. "Interest Expense" means the interest cost on Company debt obligations and does not include interest on non-debt liabilities (i.e., accounts payable, employee compensation and benefits accruals, income tax payables and other liabilities). 2.15 MAXIMUM INCENTIVE COMPENSATION AWARD. "Maximum Incentive Compensation Award" shall mean the percentage of Average Annual Direct Compensation during an Award Period which will be paid as Incentive Compensation to the Benchmark Participant, assuming the Company's Actual Performance Level equals or exceeds the Maximum Performance Level. 2.16 MAXIMUM PERFORMANCE LEVEL. "Maximum Performance Level" means the Cash-Flow Return on Gross Cash Investment which if equaled or exceeded as of the end of an Award Period will cause the Benchmark Participant at the end of the Award Period to be entitled to Incentive Compensation in an amount equal to his Maximum Incentive Compensation Award multiplied by his Average Annual Direct Compensation during the Award Period. 4 2.17 MINIMUM ACHIEVEMENT AWARD. "Minimum Achievement Award" shall mean the percentage of Average Annual Direct Compensation during an Award Period which will be paid as Incentive Compensation to the Benchmark Participant assuming the Company's Actual Performance Level equals the Minimum Performance Level. 2.18 MINIMUM PERFORMANCE LEVEL. "Minimum Performance Level" means the minimum Cash-Flow Return on Gross Cash Investment to be achieved during an Award Period before any Incentive Compensation shall be payable to Participants. This return must be at least equal to the Company's cost of capital as computed at the beginning of each Award Period. 2.19 PARTICIPANT. "Participant" means a full-time employee of the company who is eligible to become a Participant, who is selected as a Participant and who continues to be a Participant under the provisions of Section 4 of this Plan. An employee shall be deemed a "full -time" employee of the Company if he or she is so classified under the Company's usual and customary employment practices prevailing from time to time during the period that such person has been designated as a Participant. Participants shall be designated by the Committee as the Benchmark Participant and the Other Participants, respectively. 2.19(a) BENCHMARK PARTICIPANT "Benchmark Participant" means the Participant so designated by the Committee whose Incentive Compensation shall be determined at the end of the applicable Award Period by calculation in accordance with the provisions of Section 6.1 of this Plan and whose Incentive Compensation Award shall be utilized as the base, or benchmark, in calculating the Incentive Compensation Awards of the Other Participants. 2.19(b) OTHER PARTICIPANTS. "Other Participants" means Participants other than the Benchmark Participant whose Incentive Compensation Award Period shall be calculated in accordance with the provisions of Section 6.2 of the Plan. 2.20 PARTICIPATION UNITS. "Participation Units" are units of measurement utilized in determining the Incentive Compensation Awards of Other Participants as compared to the Award of the Benchmark Participant. Participation Units shall be awarded to the Benchmark Participant and the Other Participants in accordance with Section 5.5 of the Plan. 5 2.21 PERFORMANCE OBJECTIVE. "Performance Objective" means the Cash-Flow Return on Gross Cash Investment which, if achieved as of the end of an Award Period, will cause a Participant to be entitled to Incentive Compensation at the end of the Award Period. 2.22 RETIREMENT. "Retirement" means the voluntary termination of a Participant's employment for reasons other than death or Disability, occurring at or after the time when such Participant has attained the age of fifty-five. 2.23 SUBSIDIARY. "Subsidiary" shall mean a corporation fifty percent (50%) or more of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by a Subsidiary of the Company. 2.24 TARGET PERFORMANCE AWARD. "Target Performance Award" shall mean the percentage of Average Annual Direct Compensation during an Award Period which will be paid as Incentive Compensation to the Benchmark Participant, assuming that the Company's Actual Performance Level equals the Performance Objective. 3. PLAN ADMINISTRATION. 3.1 THE COMMITTEE. The Committee shall administer the Plan in accordance with its terms. 3.2 POWERS OF THE COMMITTEE. The Committee shall have full power and authority to establish performance criteria under the Plan, determine the eligibility of persons to become Participants, to select Participants, to designate Participants as the Benchmark Participant and Other Participants, to make awards to Participants, to terminate the designation of a Participant or to reduce the number of Participation Units awarded to Participants and to adopt and revise such rules and procedures as it shall deem necessary for the administration of the Plan. The decision of the Committee with respect to any question arising as to the individuals determined to be eligible or selected to participate in the Plan, the amount, terms, form and time of payment of Incentive Compensation and the interpretation of the Plan shall be final, conclusive and binding on all persons. 3.3 ORGANIZATION AND OPERATION OF COMMITTEE. The Committee shall act by a majority of its members at the time in office, and such action may be taken by a vote at a meeting, including a meeting at which conference telephone or similar 6 equipment is utilized by means of which all persons participating in the meeting can hear each other, or by unanimous written consent without a meeting. The Committee may authorize any one or more of its members or any specifically designated officer of the company to execute any document or documents on behalf of the Committee. The Committee may appoint such accountants, counsel, specialists, and other persons as it deems necessary or desirable in connection with the administration of this Plan. 3.4 RELIANCE ON REPORTS. Each member of the Committee and each member of the Board shall be fully justified in relying or acting in good faith upon any opinion or report made by the independent public accountants of the Company and upon any other opinions, reports or information furnished in connection with the Plan by any accountant, counsel, or other specialist (including financial officers of the company, whether or not such persons may be Participants under the Plan). In no event shall any person who is or shall have been a member of the Committee or of the Board be liable for any determination made or other action taken or any omission to act in reliance upon any such opinion, report or information or for any action, including the furnishing of information, taken or failure to act, if in good faith. 3.5 RECORDS AND REPORTS. The Committee shall keep a record of all its proceeding and acts, and shall keep all such books of account, records and other data as may be necessary for proper administration of the Plan. 3.6 PAYMENT OF EXPENSES. Unless otherwise determined by the Board, the members of the committee shall serve without compensation for services as such, but all expenses of the Committee shall be paid by the Company. Such expenses shall include any expenses incident to the functioning of the Committee, including, but not limited to, fees of accountants, counsel, and other specialists, and other costs of administering the Plan. 3.7 INDEMNIFICATION. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing rights of indemnification shall not be exclusive of any other rights of indemnification or exculpation to which such persons 7 may be entitled under the Company's Certificate of Incorporation or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 4. ELIGIBILITY AND PARTICIPATION. 4.1 ELIGIBILITY. Only the following persons who make, influence or implement long-term policy decisions of the Company shall be eligible to become Participants under this Plan: (i) full-time key executive employees of the Company who are not also directors of the Company and (ii) directors of the Company who are also full- time officers of the Company, provided, however, no more than a minority of the directors of the Company in office at the time that Participants are selected for an Award Period may become Participants with respect to such Award Period. 4.2 SELECTION OF PARTICIPANTS. Participants shall be selected by the Committee from among those persons who become eligible under Section 4.1, but the Committee need not select all eligible persons as Participants. Participants shall be separately selected for each Award Period, and the selection of a person as a Participant for one Award Period shall not mean that such person will be selected for participation with respect to any subsequent Award Period. No person shall become a participant with respect to any Award Period under the Plan unless an until such person (i) has been selected as a Participant by the committee and (ii) has received written notice of selection as a Participant from the committee or a duly authorized representative of the Committee. 4.3 DURATION OF PARTICIPATION. A person shall become a Participant upon selection as a Participant pursuant to the preceding provisions of this Section 4. A person shall cease to be a Participant with respect to any Award Period upon the earlier of such person's (i) death (ii) Disability (iii) Retirement (iv) termination of employment or (v) receipt of the full amount of Incentive Compensation, if any, payable to such person with respect to the Award Period. In addition, the Committee may terminate the participation of a Participant, or reduce the number of Participation Units awarded to a Participant, with respect to any Award Period in the event that the management responsibilities of such person are reduced to the extent that such person would not have been considered eligible under Section 4.1, or would have been awarded a lesser number of Participation Units by the Committee under Section 5.5, if such person had such management responsibilities prior to the commencement of such Award Period. In such event, a Participant whose participation is terminated by the Committee will be entitled to receive Incentive Compensation for each such Award Period after the conclusion of such Award Period, on a pro rata basis calculated in the same manner as under Section 6.3, and a Participant whose number of Participation Units is reduced shall be entitled to receive Incentive Compensation for each such Award Period after the conclusion of such Award Period on a pro rata basis calculated by averaging the Participation Units held by the Participant during the Award Period based on the percentage of the Award Period the Participant held each respective number of Participation 8 Units; provided, however that the provisions of Section 6.3(iii) shall not apply to payment made under this Section. 4.4 DESIGNATION OF THE BENCHMARK PARTICIPANT AND OTHER PARTICIPANTS. Prior to each Award Period, the Committee shall designate the Benchmark Participant from among the Participants and shall further designate the Other Participants. 5. DETERMINATION OF INCENTIVE COMPENSATION. 5.1 SEPARATE DETERMINATION FOR EACH AWARD PERIOD. A separate determination shall be made with respect to each Award Period as to (i) the Minimum Performance Level for the Award Period (ii) the Performance Objective for the Award Period (iii) the Maximum Performance Level for the Award Period (iv) the persons who will be Participants during the Award Period and (v) the Participants designated as the Benchmark Participant and the Other Participants, respectively. 5.2 DETERMINATION OF COMPANY PERFORMANCE GOALS. Prior to the commencement of each Award Period, the Committee shall establish the Minimum Performance Level, the Performance Objective and the Maximum Performance Level for such Award Period. 5.3 SELECTION AND DESIGNATION OF PARTICIPANTS. Prior to the commencement of each Award Period, the Committee shall select the persons who will be Participants during the Award Period and shall designate the Benchmark Participant and Other Participants. Such selection and designation shall be made in accordance with the provisions of Section 4 of the Plan. 5.4 DETERMINATION OF THE BENCHMARK PARTICIPANT'S INCENTIVE COMPENSATION AWARD LEVELS. Prior to the commencement of each Award Period the Committee shall establish for the Benchmark Participant: (i) the Benchmark Participant's Minimum Achievement Award, expressed as a percentage of his Average Annual Direct Compensation during the Award Period: (ii) the Benchmark Participant's Target Performance Award, expressed as a percentage of his Average Annual Direct Compensation during the Award Period; and (iii) the Benchmark Participant's Maximum Incentive Compensation Award expressed as a percentage of his Average Annual Direct Compensation during the Award Period. 9 The Benchmark Participant's Target Performance Award shall not exceed 35% of his Average Annual Direct Compensation during the Award Period nor shall his Maximum Incentive Compensation Award exceed 50% of his Average Annual Direct Compensation during the Award Period. 5.5 AWARD OF PARTICIPATION UNITS TO THE BENCHMARK PARTICIPANT AND OTHER PARTICIPANTS. Prior to the commencement of each Award Period, the Committee shall award to the Benchmark Participant and each Other Participant a specific number of Participation Units determined by the Committee. 5.6 COMMUNICATION OF OBJECTIVES AND RELATED INCENTIVE COMPENSATION BENEFITS. Performance goals and the method of determining Incentive Compensation in relationship to the Performance goals shall be communicated to the Participants prior to the beginning of each Award Period. 6. AMOUNT OF INCENTIVE COMPENSATION. 6.1 CALCULATION OF THE BENCHMARK PARTICIPANT'S INCENTIVE COMPENSATION AWARD. Subject to the provisions of Section 6.5 of this Plan, the amount of Incentive Compensation payable for each Award Period to the Benchmark Participant shall be as follows: (i) FAILURE TO ACHIEVE MINIMUM PERFORMANCE LEVEL. If at the end of the Award Period the Company's actual performance level has not equaled or exceeded the Minimum Performance Level, no Incentive Compensation shall be payable. (ii) PERFORMANCE EQUAL OR EXCEEDING MINIMUM LEVEL. If at the end of the Award Period the Company's actual performance level equals or exceeds the Minimum Performance Level but does not equal or exceed the Performance Objective, the Benchmark Participant shall receive as Incentive Compensation a percentage of his Average Annual Direct Compensation during the Award Period which is equal to the sum of (a) the Minimum Achievement Award plus (b) an additional percentage determined by multiplying the difference between his Target Performance Award and his Minimum Achievement Award by a fraction, the numerator of which is the difference between the Company's actual performance level and the Minimum Performance Level and the denominator of which is the difference between the Performance Objective and the Minimum Performance Level. (iii) PERFORMANCE EQUALS PERFORMANCE OBJECTIVE. 10 If at the end of the Award Period the Company's actual performance level equals the Performance Objective, the Benchmark Participant shall receive as Incentive compensation a percent of his Average Annual Direct Compensation during the Award Period which is equal to his Target Performance Award. (iv) PERFORMANCE EXCEEDS PERFORMANCE OBJECTIVE. If at the end of the Award Period the Company's actual performance level exceeds the Performance Objective but does not equal or exceed the Maximum Award Level, the Benchmark Participant shall receive as Incentive Compensation a percentage of his Average Annual Direct Compensation during the Award Period which is equal to the sum of (a) his Target Performance Award plus (b) an additional percentage determined by multiplying the difference between his Maximum Incentive Compensation Award and his Target Performance Award by a fraction, the numerator of which is the difference between the Company's actual performance level and the Performance Objective and the denominator of which is the difference between the Maximum Performance Level and the Performance Objective. (v) MAXIMUM AMOUNT. If at the end of the Award Period the company's actual performance level equals or exceeds the Maximum Performance Level, the Benchmark Participant shall receive as Incentive Compensation a percentage of his Average Annual Direct Compensation during the Award Period which is equal to this Maximum Incentive Compensation Award. 6.2 CALCULATION OF INCENTIVE COMPENSATION FOR OTHER PARTICIPANTS. Subject to the provisions of Section 6.5 of the Plan, the amount of Incentive Compensation payable to the Other Participants for each Award Period shall be calculated by multiplying the amount of Incentive compensation paid to the Benchmark Participant for such Award Period by a fraction, the numerator of which is the number of Participation Units awarded to each such Other Participant for such Award Period and the denominator of which is the number of Participation Units awarded to the Benchmark Participant for such Award Period. In the event of the death, Disability, Retirement or termination of employment of the Benchmark Participant during an Award Period, the Incentive Compensation awarded to the Other Participants will be determined by applying the fraction described in the preceding paragraph to the Incentive Compensation the Benchmark Participant would have received for such Award Period had his Direct Compensation continued throughout such Award Period at the gross salary and bonus payment levels in effect immediately prior to his death, Disability, Retirement or termination of employment. 6.3 AMOUNTS PAYABLE TO DECEASED DISABLED AND RETIRED PARTICIPANTS. If a Participant's employment by the Company is terminated during an Award Period by reason of death, Disability or Retirement, the Participant's Incentive Compensation, if any, for the Award Period shall be determined pursuant to the provisions of Sections 6.1 and 6.2 of this Plan, 11 whichever is applicable, as if such Participant had remained a Participant at the end of the Award Period; provided, however, the following shall apply: (i) for the purpose of determining the Company's Actual Performance Level, the Award Period shall commence as of the date originally established but shall end as of the end of the Fiscal Year during which the Participant's death, Disability or Retirement occurred. The achievement of the various Incentive Compensation goals shall therefore be determined on the basis of the Company's performance over a shorter period of time if the Participant's death, Disability or Retirement occurs prior to the commencement of the second Fiscal Year of an Award Period. (ii) the amount of Incentive Compensation, if any, computed under Section 6.1 or Section 6.2 of this Plan, whichever is applicable, shall be reduced by multiplying such amount by a fraction, the numerator of which is the number of full fiscal months during which the Participant was an employee of the Company during the Award Period and the denominator of which is the number of full fiscal months contained in the full two years of the Award Period during which the Participant's death, Disability or Retirement occurs. (iii) the limitation set forth in Section 6.5 shall not apply to amounts payable under this section 6.3 and, with respect to the amounts payable to Other Participants during such Award Period, amounts payable under this Section 6.3 shall not be included in computing the limitation under Section 6.5. 6.4 NO INCENTIVE COMPENSATION FOR TERMINATED EMPLOYEES. No Incentive Compensation shall be payable for an Award Period if the Participant's employment by the Company is terminated during the Award Period for reasons other than death, Disability or Retirement, provided that a Participant who is granted a Company-approved leave of absence shall not be deemed to have terminated employment by virtue of such leave of absence. 6.5 LIMITATION OF AGGREGATE AMOUNT OF INCENTIVE COMPENSATION PAYABLE IN ANY ONE FISCAL YEAR. Except as is provided in Paragraph (iii) of Section 6.3 of this Plan, notwithstanding any other provision of this Plan to the contrary, if the total Incentive compensation payable to all Participants for an Award Period (assuming the payment of all amounts under Section 7.1 of this Plan) exceeds three percent (3%) of the Company's aggregate Cash-Flow Return (as defined in Section 2.3) for that Award Period, the Incentive Compensation payable to each Participant for that Award Period shall be reduced in the proportion that each such Participant shares in the total Incentive compensation for the Award Period to such an extent that the total Incentive Compensation payable for the Award Period does not exceed three percent (3% ) of the Company's aggregate Cash-Flow Return for the Award Period. 12 7. PAYMENT. 7.1 FORM. At the end of each Award Period, the Committee shall determine in accordance with Section 6 of this Plan the Incentive Compensation, if any, for the Participant on the basis of the extent to which the performance goals were achieved by the Company. Incentive Compensation awarded under the terms of this Plan shall be paid in cash as a lump sum as soon as practicable after audited financial statements are available for the Award Period to which the Incentive Compensation pertains, unless deferred by the Participant in accordance with any applicable program for deferring incentive compensation under which such Participant has made a valid election to defer all or part of such award. In such latter case, the amount deferred by such Participant shall be handled in accordance with the applicable provisions of such deferred compensation program. 7.2 FORFEITURE OF CERTAIN BENEFITS. In the event that a Participant who has amounts payable as Incentive compensation under the terms of this Plan which have not been paid: (i) has engaged in felonious or fraudulent activity resulting in harm to the Company, or (ii) has divulged any of the Company's confidential information or trade information or trade secrets to a competitor, the Committee may terminate all or such portion of the amount payable as incentive compensation to the Participant as it deems appropriate. 7.3 DEATH PRIOR TO FULL PAYMENT. In the event that a Participant has amounts payable as Incentive Compensation under this Plan and dies prior to the payment of such amounts, the amounts payable at the time of the Participant's death shall be paid to the Participant's beneficiary or, if no beneficiary was designated by the Participant, to the Participant's estate. 8. WAIVER OF PARTICIPATION. 8.1 PARTICIPATION VOLUNTARY. Participation in this Plan is voluntary, and an employee otherwise eligible to become a Participant or maintain his status as a Participant may waive participation by filing a declaration to this effect with the Committee. 8.2 EFFECT OF WAIVER. In the event that a Participant waives participation in this Plan during an Award Period, no Incentive Compensation may be paid to such Participant for the Award Period during which the waiver of participation is effective. 13 9. BENEFICIARY DESIGNATION. 9.l DESIGNATION. A Participant may designate a beneficiary or beneficiaries who, upon his death, are to receive the distributions that otherwise would have been paid to him. All designations shall be in writing in form accepted or approved by the Committee and shall be effective only if and when delivered to the Committee during the lifetime of the Participant. If a Participant designates a beneficiary without providing in the designation that the beneficiary must be living at the time of such distribution, the designation shall vest in the beneficiary all of the distributions whether payable before or after the beneficiary's death, and any distributions remaining upon the beneficiary's death shall be made to the beneficiary's estate. 9.2 CHANGES. A Participant may from time to time during his lifetime change his beneficiary or beneficiaries by a written instrument in form accepted or approved by the Committee and delivered to the Company. In the event a Participant does not designate a beneficiary or beneficiaries as aforesaid, or if for any reason such designation does not become effective, amounts that otherwise would have been paid to such Participant shall be paid to his estate. 10. DISSOLUTION OR MERGER. 10.1 DISSOLUTION OR CHANGE OF CONTROL OF FLEETWOOD ENTERPRISES, INC. In the event that the Company is liquidated or dissolved, or in the event of the occurrence of a Change of Control, this Plan and every outstanding Award Period shall be terminated as of the date of such event. Incentive Compensation, if any, for the outstanding Award Period so terminated shall be computed by assuming that all Participants retired as of the date of such event and were entitled to the benefit, if any, computed under Section 6.3 of this Plan; provided, however, for the purposes of subparagraph (i) of Section 6.3, the Fiscal Year during which the assumed retirement occurs shall end on the date of such event. In respect of amounts deferred hereunder and any amounts which may then or thereafter become payable to a Participant or to a Participant's beneficiary or successors under Section 7 hereof plus any Award made for any outstanding Award Periods terminated under this Section 10.1, the Company shall pay such amounts promptly in cash, without regard to any elections with respect to deferrals or installments which the Participant may have in effect. Payment shall be made upon the earlier to occur of (i) a liquidation, dissolution or Change of Control with respect to the Company or (ii) a determination made by the Board of Directors of the Company in the exercise of its discretion that such liquidation, dissolution or Change of Control is imminent. A Participant shall be indemnified and held harmless for any costs incurred, including without limitation attorney's fees, in the course of and in order to receive payments of amounts to which he is entitled under this Section 10.1 by reason of Change of Control. 14 10.2 RECAPITALIZATION. Notwithstanding the provisions of Section 10.1, if the Company is recapitalized or is merged in a transaction which does not result in a substantial change in the Company's operations, business, or in the ownership of the outstanding equity securities of Fleetwood Enterprises, Inc.; the Board at its sole option may determine that the provisions of Section 10.1 shall not apply. 11. CLAIM TO INCENTIVE COMPENSATION AND EMPLOYEE RIGHTS. No employee or other person shall have any claim or right to become a Participant under this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company, the employment contract between the Company or a Subsidiary, in the event the employer is a Subsidiary, being the determination document with respect to the employment relationship. 12. UNSECURED OBLIGATION. Participants under this Plan shall not have any interest in any fund or specific assets of the Company by reason of this Plan. No trust fund shall be created in connection with the Plan, and there shall be no funding of amounts which may become or are payable to any Participant. 13. NONTRANSFERABILITY. A person's rights and interests under this Plan, including amounts payable, may not be assigned, pledged, transferred or otherwise hypothecated except, in the event of an employee's death, to his designated beneficiary as provided in this Plan, or in the absence of such designation, to his heirs, devisees or legatees by will or the laws of descent and distribution. If a Participant or his successor shall attempt to assign, transfer or dispose of any right under this Plan, or should such right be subjected to attachment, execution, garnishment, sequestration or other legal, equitable or other process, it shall ipso facto pass to such one or more as may be appointed by the Committee from among the beneficiaries, if any, theretofore designated by such Participant and the spouse and blood relatives of the Participant. However, the Committee in its sole discretion may reappoint the Participant to receive any payment thereafter becoming due either in whole or in part. Any appointment made by the Committee hereunder may be revoked by the Committee at any time, and a further appointment made by it. 14. TAX WITHHOLDING. The Company shall have the right to deduct any Federal, state, local or foreign taxes or other charges required by law to be withheld from payments made to participants under the Plan. 15. RELATIONSHIP TO OTHER BENEFITS. Payments under the Plan shall be considered as compensation for the purposes of determining benefits under the Company's retirement or supplemental benefit plans, but shall not be taken into account in determining benefits under other benefit plans of the Company. 15 16. AMENDMENT AND TERMINATION. Unless this Plan shall theretofore have been terminated as herein provided, no Award Periods may begin after May 1, 2004. The Board may terminate this Plan or may modify or amend this Plan in such respects as it shall deem advisable. No termination or amendment of the Plan under this Section 16 shall reduce the amount of the benefit which a person who is a Participant at the time such termination or amendment occurs has either already become entitled to under Section 6 or may become entitled to as a result of Award Periods which have commenced but have not theretofore been concluded, unless such Participant consents to such reduction; provided, however, nothing herein shall prevent the Company, at its sole option, upon amendment or termination of the Plan, from prepaying all or any portion of Incentive Compensation amounts which are not yet payable or which have been deferred under Section 7 of this Plan. 17. INCOMPETENCY. Every person receiving or claiming benefits under this Plan shall be conclusively presumed to be mentally competent until the date on which the Committee receives a written notice, in a form and manner acceptable to the Committee, that such person is incompetent and that a guardian, conservator or other person legally vested with the care of his estate has been appointed; provided, however, that if the Committee shall determine in its sole discretion that any person to whom a benefit is payable under the Plan is unable to care for his affairs because of incompetency, any payment due (unless a prior claim therefor shall have been made by a duly appointed legal representative), may be paid to the spouse, a child, a parent, a brother or sister, of said person, or to any person or institution deemed by the Committee to have incurred expenses for such person otherwise entitled to payment. In the event a guardian or conservator of the estate of any person receiving or claiming benefits under the Plan shall be appointed by a court of competent jurisdiction, payments shall be made to such guardian or conservator provided that proper proof of appointment and continuing qualification is furnished in a form and manner acceptable to the Committee. Any payment made in accordance with this Section shall be a complete discharge of any liability therefor under the Plan. 18. EFFECTIVE DATE OF AMENDED AND RESTATED PLAN. The Amended and Restated Plan is effective as of April 24, 1994, subject to shareholder approval; for Award Periods beginning prior to such date, the Plan as existing prior to the effect of the amendments contained herein shall continue in effect. 19. NOTICES. Any elections by a Participant and the designation of any beneficiary under Section 9 shall be made on forms supplied or approved by the Committee. Any other notice or other communication required or permitted by this Plan to be given or accepted by a Participant, a Participant's successors or beneficiaries, the Committee, the Company or the Board, must be in writing and may be given or may be served by depositing the same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return 16 receipt requested or by delivering the same in person to such party. All notices to a participant or to his or her successors or beneficiaries shall be delivered to the last known address or addresses on file with the Company. Notices to the Committee or to the Company and elections and beneficiary designations shall be delivered to the following person and address: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92503-5527 Attention: Treasurer or to such other address and person as the Committee shall specify. 17 EX-10.F 5 EXHIBIT 10.F - BENEFIT RESTORATION PLAN FLEETWOOD ENTERPRISES, INC. BENEFIT RESTORATION PLAN (AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995) TABLE OF CONTENTS Page ---- 1. Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.1 Board . . . . . . . . . . . . . . . . . . . . . . . 1 2.2 Committee . . . . . . . . . . . . . . . . . . . . . 1 2.3 Company. . . . . . . . . . . . . . . . . . . . . . . 1 2.4 Participant. . . . . . . . . . . . . . . . . . . . . 1 2.5 Plan Period . . . . . . . . . . . . . . . . . . . . 2 2.6 Base Rate . . . . . . . . . . . . . . . . . . . . . 2 2.7 Restored Benefits. . . . . . . . . . . . . . . . . . 2 2.8 Restricted Contributions . . . . . . . . . . . . . . 2 2.9 Retirement Plan . . . . . . . . . . . . . . . . . . 2 2.10 Supplemental Plan . . . . . . . . . . . . . . . . . 2 2.11 Change of Control . . . . . . . . . . . . . . . . . 2 3. Plan Administration . . . . . . . . . . . . . . . . . . . . . 3 3.1 The Committee . . . . . . . . . . . . . . . . . . . 3 3.2 Powers of the Committee. . . . . . . . . . . . . . . 3 3.3 Organization and Operation of Committee . . . . . . 4 3.4 Reliance on Reports. . . . . . . . . . . . . . . . . 4 3.5 Records and Reports . . . . . . . . . . . . . . . . 4 3.6 Payment of Expense . . . . . . . . . . . . . . . . . 4 3.7 Indemnification. . . . . . . . . . . . . . . . . . . 5 4. Eligibility and Participation. . . . . . . . . . . . . . . . . 5 5. Determination of Restored Benefits . . . . . . . . . . . . . . 5 5.1 Provisional Determination for Each Plan Period . . . 5 5.2 Determination of Amount of Restored Benefits . . . . 5 5.3 Computation of Interest. . . . . . . . . . . . . . . 6 5.4 Vesting. . . . . . . . . . . . . . . . . . . . . . . 6 6. Unsecured Obligation . . . . . . . . . . . . . . . . . . . . . 6 7. Payment . . . . . . . . . . . . . . . . . . . . . . . . . . 7 8. Beneficiary Designation. . . . . . . . . . . . . . . . . . . . 8 9. Dissolution and Other Events . . . . . . . . . . . . . . . . . 8 i 10. Claim to Benefits and Employee Rights. . . . . . . . . . . . . 9 11. Nontransferability . . . . . . . . . . . . . . . . . . . . . . 10 12. Court Orders . . . . . . . . . . . . . . . . . . . . . . . . . 10 13. Relationship to Other Benefits . . . . . . . . . . . . . . . . 10 14. Amendment and Termination. . . . . . . . . . . . . . . . . . . 10 14.1 Plan Restatement . . . . . . . . . . . . . . . . . . 10 14.2 Future Amendment . . . . . . . . . . . . . . . . . . 10 15. Amendment of Retirement Plan . . . . . . . . . . . . . . . . . 11 16. De Minimus Payments. . . . . . . . . . . . . . . . . . . . . . 11 17. Incompetency . . . . . . . . . . . . . . . . . . . . . . . . . 11 18. Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . 11 19. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 12 20. Pronouns. . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ii FLEETWOOD ENTERPRISES, INC. BENEFIT RESTORATION PLAN (Amended and Restated Effective April 1, 1995) 1. PURPOSE. The purpose of the Benefit Restoration Plan (the "Plan") is to provide benefits to certain highly compensated or management employees of Fleetwood Enterprises, Inc. in addition to the benefits provided under the Fleetwood Enterprises, Inc. Retirement Plan (the "Retirement Plan") and, if applicable, the Fleetwood Enterprises, Inc. Supplemental Benefit Plan (the "Supplemental Plan"). To this end, the Plan provides on an unfunded basis benefits that would otherwise be provided under the Retirement Plan but for the limitations of Sections 401(a)(4) and 410(b) of the Internal Revenue Code of 1986, as amended (the "Code"). This Plan is intended to constitute an unfunded plan providing benefits to a select group of management or highly compensated employees within the meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended. 2. DEFINITIONS. The following terms shall have the respective meanings set forth below: 2.1 BOARD. "Board" shall mean the Board of Directors of the Company. 2.2 COMMITTEE. "Committee" shall mean a committee appointed by the President of the Company. The Committee shall consist of not less than two members. A member of the Committee may also be a participant under the Plan, but any Committee member who is such a member shall not participate in any rulings by the Committee which relate to his own distributions or elections or which are otherwise particularly applicable to his own participation. 2.3 COMPANY. "Company" shall mean Fleetwood Enterprises, Inc., a Delaware corporation. 2.4 PARTICIPANT. "Participant" shall mean a person described in Section 4. 1 2.5 PLAN PERIOD. "Plan Period" shall mean the applicable quarters of the calendar year, ending respectively on March 31, June 30, September 30, and December 31. 2.6 BASE RATE. "Base Rate" shall mean the base rate of interest charged by the Bank of America, NT&SA (or base or prime rate of such other major bank as may be selected by the Committee), or, after March 31, 1995, any other rate selected by the Committee in its sole and absolute discretion. Notwithstanding the foregoing, upon and after a Change of Control, the "Base Rate" shall be the greater of the base or prime rate charged from time to time by Bank of America, NT&SA or the rate in use immediately before the Change of Control. The "Base Rate" shall be adjusted quarterly as of the last day of each Plan Period based on the Base Rate in effect on the last business day of such period. 2.7 RESTORED BENEFITS. "Restored Benefits" shall mean the amounts credited to a Participant's account pursuant to Section 5.2 of this Plan. 2.8 RESTRICTED CONTRIBUTIONS. "Restricted Contributions" shall mean the Company contributions which would otherwise have been allocated to the account of the Participant in the Retirement Plan for the Plan Year but for the limitations imposed by Code Sections 401(a)(4) and 410(b) but does not include contributions considered "Restricted Contributions" for purposes of the Supplemental Plan. 2.9 RETIREMENT PLAN. "Retirement Plan" shall mean the Fleetwood Enterprises, Inc. Retirement Plan as now in effect or hereafter amended. 2.10 SUPPLEMENTAL PLAN. "Supplemental Plan" shall mean the Fleetwood Enterprises, Inc. Supplemental Benefit Plan as now in effect or hereafter amended. 2.11 CHANGE OF CONTROL. "Change in Control" shall mean the first to occur of any of the following events: 2 (a) Any "person" (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")but not including for this purpose any person that, as of January 1, 1995, owned 15 percent or more of the outstanding common stock of the Company or a person who acquires shares of such common stock from such person by will or by the laws of descent or distribution) becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 25 percent or more of the Company's capital stock entitled to vote in the election of directors; (b) During any period of not more than two consecutive years, not including any period prior to April 1, 1995, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this Section 2.11) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least three-fourths (3/4ths) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (c) The shareholders of the Company approve any consolidation or merger of the Company other than a consolidation or merger of the Company in which the holders of the common stock of the Company immediately prior to the consolidation or merger hold more than 50% of the common stock of the surviving corporation immediately after the consolidation or merger; or (d) Substantially all of the assets of the Company are sold or otherwise transferred to parties that are not within a "controlled group of corporations" (as defined in Code Section 1563) in which the Company is a member. 3. PLAN ADMINISTRATION. 3.1 THE COMMITTEE. The Committee shall administer the Plan in accordance with its terms. 3.2 POWERS OF THE COMMITTEE. The Committee shall have full power, authority and discretion to adopt and revise such rules and procedures as it shall deem necessary for the administration of the Plan, including, but not limited to, determinations of eligibility 3 and entitlement to benefits hereunder. The decision of the Committee with respect to any question arising under this Plan shall be final, conclusive and binding on all persons. 3.3 ORGANIZATION AND OPERATION OF COMMITTEE. The Committee shall act by a majority of its members at the time in office, and such action may be taken either by a vote at a meeting or in writing without a meeting. The Committee may authorize any one or more of its members to execute any document or documents on behalf of the Committee. The Committee may appoint such accountants, counsel, specialists, and other persons as it deems necessary or desirable in connection with the administration of this Plan. 3.4 RELIANCE ON REPORTS. Each member of the Committee and each member of the Board shall be fully justified in relying or acting in good faith upon any opinion or report made by the independent public accountants of the Company and upon any other opinions, reports or information furnished in connection with the Plan by any accountant, counsel, or other specialist (including financial officers of the Company, whether or not such persons may be Participants under the Plan). In no event shall any person who is or shall have been a member of the Committee or of the Board be liable for any determination made or other action taken or any omission to act in reliance upon any such opinion, report or information or for any action, including the furnishing of information, taken or failure to act, if in good faith. 3.5 RECORDS AND REPORTS. The Committee shall keep a record of all its proceedings and acts, and shall keep all such books of accounts, records, and other data as may be necessary for proper administration of the Plan. 3.6 PAYMENT OF EXPENSE. Unless otherwise determined by the Board, the members of the Committee shall serve without compensation for their services as such, but all expenses of the Committee shall be paid by the Company. Such expenses shall include any expenses incident to the functioning of the Committee, including, but not limited to, fees of accountants, counsel, and other specialists, and other costs of administering the Plan. 4 3.7 INDEMNIFICATION. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the approval of the Company, or paid by him in satisfaction of judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend it on his own behalf. The foregoing rights of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the certificate of incorporation or bylaws of the Company, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 4. ELIGIBILITY AND PARTICIPATION. Those persons who are Participants in the Retirement Plan and have Restricted Contributions for a Plan Period shall become Participants for the Plan Period. 5. DETERMINATION OF RESTORED BENEFITS. 5.1 PROVISIONAL DETERMINATION FOR EACH PLAN PERIOD. A separate determination shall be made with respect to each Plan Period as to the amount of Restored Benefits to be initially and provisionally credited to the account of each Participant for the Plan Period. Notwithstanding the foregoing, any such determinations (and allocations as provided under Section 5.2 below) made for Plan Periods prior to the end of the calendar year which includes such Periods shall be contingent and subject to reduction or elimination depending on a final determination of the Participant's Restricted Contributions for such fiscal year to be made not later than the end of such year. 5.2 DETERMINATION OF AMOUNT OF RESTORED BENEFITS. For each Plan Period, the account of each Participant shall be initially and provisionally credited with amounts equal to: (i) the amount of Company contributions which would have been allocated to the Participant's account 5 in the Retirement Plan for the Plan Period (taking into account applicable limits under Code Sections 401(a)(17) and 415 and amounts that can be taken into account as "Earnings" under the Retirement Plan) if the Participant received an allocation equal, when expressed as a percentage of compensation, to the allocation made under such plan to all participants thereunder who are not participants in this Plan less the allocation actually made to the Retirement Plan; plus (ii) the interest, if any, computed under Section 5.3. Notwithstanding the foregoing, amounts so credited (other than interest) for Plan Periods prior to the end of the fiscal year which includes such Periods shall be contingent and subject to reduction or elimination depending on a final determination of the Participant's Restricted Contributions for such fiscal year to be made not later than the end of such fiscal year. Accordingly, the final credit for a fiscal year shall be the amounts provisionally credited under this Section 5.2 less the amount by which Restricted Contributions are reduced pursuant to the year end determination previously described and actually made to the Retirement Plan. Amounts credited as interest shall always remain credited under the Plan and shall not be subject to reduction or elimination. 5.3 COMPUTATION OF INTEREST. Amounts credited under this Plan shall bear interest at a rate per annum equal to the lesser of (i) the Base Rate computed pursuant to Section 2.6, or (ii) the maximum rate permitted under California law. Interest shall be credited and compounded quarterly as of the end of each calendar quarter. Participants' accounts shall be accurately and timely credited with interest earned hereunder. 5.4 VESTING. A Participant shall be fully vested in amounts finally (as opposed to provisionally) credited to his account under this Plan. 6. UNSECURED OBLIGATION. Participants under this Plan shall not have any interest in any fund or specific assets of the Company by reason of this Plan. No trust fund shall be created in connection with the Plan, and there shall be no funding of amounts which may become or are payable to any Participant; provided, that benefits under the Plan may be funded in whole or in part through the Fleetwood Enterprises Master 6 Deferred Compensation Trust, a grantor trust described in Internal Revenue Code Section 671; provided further, that upon a Change of Control, the Company must immediately contribute an amount, if any, to such trust sufficient so that all benefits earned and credited hereunder through such Change shall be fully funded through such trust. A Participant's rights under such trust shall be governed solely by the instrument or instruments governing such trust. 7. PAYMENT. (a) The Restored Benefits credited to a Participant's account under this Plan shall, subject to the provisions of Sections 7(b), 5.4 and 16, be paid in accordance with the written election of the terminating or retiring Participant, upon his or her termination of employment with the Company, on a form authorized for such purpose by the Committee, which election shall be made immediately prior to the inception of the Participant's participation in this Plan. In such election, the Participant shall designate either one or a combination of the following payment options: (i) A lump sum upon employment termination with the Company, or in the first week of January of a designated year (1st, 2nd, 3rd, etc.) following termination. (ii) Consecutive annual installments of not less than $10,000 each, such installments to commence in the first week of January of a designated year (lst, 2nd, 3rd, etc.) following employment termination with the Company and payable over a period not to exceed 20 years from the date of employment termination. (iii) A lump sum amount of less than the Participant's entire benefit, in accordance with (i), above, followed by installment payments of the balance in accordance with (ii), above. (b) The elections and distribution provisions described in paragraph (a) above shall be subject to the following: (i) A Participant may modify any election at any time that is not less than two years before the prior election would otherwise take effect. (ii) Notwithstanding clause (i), above, an election may be modified at any time if (A) the Participant and the Committee both agree to such modification and such modification is on account of the Participant's involuntary termination of employment with the Company or the Participant is suffering a severe financial hardship 7 attributable to an unforseeable emergency that cannot be relieved by any other source reasonably available to the Participant, or (B) the Participant elects at any time to have his or her full balance distributed but reduced by 10 percent and the Participant is suspended from future participation in the Plan until the end of the eighth full calendar quarter following the distribution. (iii) While distributions must ordinarily commence upon or after employment termination with the Company, a Participant on his or her election or election modification may specify that payments may commence while the person is still employed with the Company commencing on or after the date the sum of such person's age and total service with the Company equals 85. Notwithstanding the foregoing, the Committee may offer payment to any Participant still employed with the Company if the sum of such individual's age and total Company service equals 70 and the Committee determines that there are mitigating circumstances surrounding such individual that warrant prompt payment. (c) If no separate election is made hereunder, payment to the Participant shall be made in a lump sum in January of the year following termination of employment with the Company. (d) Upon the death of a Participant, all remaining funds will be paid to the Participant's designated beneficiary or beneficiaries in the form selected by the Participant unless the beneficiary and the Committee agree to payment in an immediate lump sum. 8. BENEFICIARY DESIGNATION. A Participant may designate a beneficiary or beneficiaries by means of a written election on a form authorized for such purpose by the Committee. A Participant may change such election at any time on a form authorized for such purpose by the Committee. If a Participant does not make an election in accordance with this Section 8 and has previously designated a beneficiary or beneficiaries under the Participant's Retirement Plan, then that designation shall be effective for purposes of this Plan. 9. DISSOLUTION AND OTHER EVENTS. (a) In the event the Company is liquidated or dissolved, then with respect to any amounts which may then or thereafter become payable to a Participant or a Participant's beneficiary or successors under Section 7 of this Plan, the Company shall pay such amount promptly in cash, without regard to any elections with respect to deferrals or installments which the Participant may have in 8 effect. Payment shall be made upon the earlier to occur of (i) a liquidation or dissolution with respect to the Company or (ii) a determination made by the Board of Directors of the Company in the exercise of its discretion that such liquidation or dissolution is imminent. (b) The occurrence of a Change of Control shall not affect the payment of amounts hereunder and all benefits hereunder shall remain deferred and shall be paid in accordance with Participant elections as specified in Section 7 hereof. A Participant shall, however, be indemnified and held harmless for any costs incurred, including without limitation attorneys' fees, in the course of and in order to receive or retain payment of amounts to which he or she becomes entitled after a Change in Control. 10. CLAIM TO BENEFITS AND EMPLOYEE RIGHTS. No employee or other person shall have any claim or right to become a Participant under this Plan except as provided herein. Neither this Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company. Benefits shall be paid in accordance with the provisions of this instrument. If and to the extent benefits are not automatically paid hereunder, the Participant, or a Beneficiary or any other person claiming through the Participant, shall make a written request for benefits under this Plan. This written claim shall be mailed or delivered to the Committee. Such claim shall be reviewed by the Committee or its delegate. (a) If the claim is denied, in whole or in part, the Committee or its delegate shall provide a written notice within ninety (90) days setting forth the specific reasons for denial, and any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary, and appropriate information and explanation of the steps to be taken if a review of the denial is desired. (b) If the claim is denied and a review by the full Committee is desired, the Participant (or Beneficiary) shall notify the Committee or its delegate in writing within sixty (60) days of the denial (a claim shall be deemed denied if the Committee does not take any action within the aforesaid ninety (90) day period). In requesting a review, the Participant or his Beneficiary may request a review of the Plan document or other pertinent documents with regard to the Plan, may submit any written issues and comments, may request an extension of time for such written submission of issues and comments, and may request that a hearing be held, but the decision to hold a hearing shall be within the sole discretion of the Committee. 9 (c) The decision on the review of the denied claim shall be rendered by the Committee within sixty (60) days after the receipt of the request for review (if no hearing is held) or within sixty (60) days after the hearing if one is held. The decision shall be written and shall state the specific reasons for the decision, including reference to specific provisions of the Plan on which the decision is based. 11. NONTRANSFERABILITY. Except as may be permitted by the Retirement Plan or in order to pay death benefits as provided hereunder, a person's rights and interest under this Plan, including amounts payable, may not be assigned, pledged, transferred or otherwise hypothecated. 12. COURT ORDERS. Notwithstanding any other provision hereof, the Committee may respond as it deems appropriate in its sole and absolute discretion to any court ordered payment (including without limitation those pertaining to child support or alimony). Appropriate responses may include without limitation affording the non-Participant spouse the same rights enjoyed by the Participant spouse to modify a previously elected or determined payment format, subject to the provisions hereof. 13. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account for determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company. 14. AMENDMENT AND TERMINATION. 14.1 PLAN RESTATEMENT. This Plan has been restated as of April 1, 1995, pursuant to action taken by the Board for the purpose of amending and restating the Plan. This Plan as so restated shall apply to all amounts earned hereunder including those earned prior to April 1, 1995. 14.2 FUTURE AMENDMENT. The Board may terminate this Plan or may modify or amend this Plan in such respects as it shall deem advisable. No termination or amendment of the Plan, however, shall reduce the amount of the benefit to which a person who is a Participant at the time such termination or amendment occurs has already become entitled. 10 15. AMENDMENT OF RETIREMENT PLAN. In the event that any of the provisions of the Retirement Plan are amended, said amendment to the extent not in direct conflict with express provisions of this Plan shall be equally applicable to the payment of Restored Benefits under this Plan. 16. DE MINIMUS PAYMENTS. Notwithstanding any other provision of this Plan or the Retirement Plan to the contrary, in the event that amounts become payable to a Participant or to his or her successor under the terms of this Plan and the present value of such amounts is less than $10,000.00, the Committee may, at its sole discretion, direct the present value of such amounts to be paid in a lump sum cash payment. 17. INCOMPETENCY. Every person receiving or claiming a benefit under this Plan shall be conclusively presumed to be mentally competent until the date on which the Committee receives a written notice, in form and manner acceptable to the Committee that such person is incompetent and that a guardian, conservator or other person legally vested with the care of his or her estate has been appointed; provided, however, that if the Committee shall determine in its sole discretion that any person to whom a benefit is payable under this Plan is unable to care for his or her affairs because of incompetency, any payments due (unless a prior claim therefor shall have been made by a duly appointed legal representative) may be paid to the spouse, a child, a parent, a brother or sister of such person, or to any person or institution deemed by the Committee to have incurred expenses for such person otherwise entitled to payment. In the event a guardian or conservator of the estate of any person receiving or claiming benefits under this Plan shall be appointed by a court of competent jurisdiction, payment shall be made to such guardian or conservator, provided that proper proof of appointment and continuing qualification is furnished in a form and manner acceptable to the Committee. Any payment made in accordance with this section shall be a complete discharge of any liability therefor under this Plan. 18. NOTICE. All elections by a Participant and the designation of any beneficiary or beneficiaries shall be made on forms supplied or approved by the Committee. Any other notice or other communication required or permitted by this Plan to be given or accepted by a Participant, a Participant's successors or beneficiaries, the Committee or the Company 11 must be in writing and may be given or may be served by depositing the same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested or by delivering the same in person to such party. All notices to a Participant or to his or her successors or beneficiaries shall be delivered to the last known address or addresses on file with the Company. Notices to the Committee or to the Company and beneficiary designations shall be delivered to the following person and address: Fleetwood Enterprises, Inc. 3125 Myers Street Riverside, California 92523 Attention: Treasurer or to such other address and person as the Committee, through two duly elected officers, shall specify. 19. GOVERNING LAW. This Plan shall be governed by and construed in accordance with the laws of the State of California. 20. PRONOUNS. The masculine pronoun shall include the feminine and the singular pronoun shall include the plural and VICE VERSA, unless the context clearly indicates otherwise. 12 AMENDMENT NO. 2 FLEETWOOD ENTERPRISES, INC. BENEFIT RESTORATION PLAN (AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995) The Fleetwood Enterprises, Inc. Benefit Restoration Plan (Amended and Restated effective April 1, 1995) is hereby amended, effective January 1, 1996, as follow: Section 7(b)(i) modify any election at any time that is not less than two years before the prior election would otherwise take effect; provided, that any modified election itself may not take effect until a date that is at least two years after it is made; provided, further, that, notwithstanding any other provision hereof to the contrary, a Participant may modify any election on or before March 31, 1996, if made to extend a previously elected payment form (which theretofore was for a period of less than ten years) to an installment form of at least ten but not more than twenty years in response to HR 394 (pertaining to pension source taxation) and such modification may be made without regard to whether it is made two years before the prior election would otherwise take effect or itself takes effect earlier than 2 years after it is made. EX-10.H 6 EXHIBIT 10.H - 1992 STOCK BASED INCENTIVE COMPPLAN FLEETWOOD ENTERPRISES, INC. AMENDED AND RESTATED 1992 STOCK-BASED INCENTIVE COMPENSATION PLAN (Including All Amendments Adopted Through April 17, 1996) I. GENERAL PROVISIONS 1.1 PURPOSES OF THE PLAN Fleetwood Enterprises, Inc. ("Fleetwood") has adopted this 1992 Stock-Based Incentive Compensation Plan (the "Plan") to advance the interests of Fleetwood and its stockholders by affording to key management and other Employees of Fleetwood and its subsidiaries an opportunity to acquire or increase a proprietary interest in Fleetwood or to otherwise benefit from the success of the Company through the grant to such Employees of Incentive Awards under the terms and conditions set forth herein. By thus encouraging such Employees to become owners of Fleetwood's shares and by granting such Employees other incentive compensation that is measured by the increased market value of Fleetwood's shares or another appropriate measure of the success and profitability of the Company, the Company seeks to attract, retain and motivate those highly competent individuals upon whose judgment, initiative, leadership and continued efforts the success of the Company in large measure depends. 1.2 DEFINITIONS. As used herein the following terms shall have the meanings set forth below: (a) "Board" means the Board of Directors of Fleetwood. (b) "Cause" means, with respect to the discharge by the Company of any Participant, any conduct on the part of the Participant that constitutes (i) the willful and continued failure to substantially perform Participant's employment duties (other than due to physical or mental illness), (ii) the willful engaging by Participant in misconduct which is or reasonably could be expected to become materially injurious to the Company, monetarily or otherwise, (iii) an act or acts of dishonesty on the part of the Participant constituting a felony under applicable law, or (iv) a willful and material breach of any employment agreement, if any, between Participant and the Company. (c) "Change in Control" means the following and shall be deemed to occur if any of the following events occur: (i) Any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Fleetwood representing 25% or more of the combined voting power of Fleetwood's then outstanding voting securities; (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by Fleetwood's stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Fleetwood, as such terms are used in Rule 14a- 11 of Regulation 14A promulgated under the Exchange Act) shall, for the purposes of this Plan, be considered as though such person were a member of the Incumbent Board; (iii) The stockholders of Fleetwood approve a merger or consolidated with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of Fleetwood outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than 50% of the combined voting power of the voting securities of Fleetwood or such other entity outstanding immediately after such merger or consolidation, and (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires 50% or more of the combined voting power of Fleetwood's then outstanding voting securities; or (iv) The stockholders of Fleetwood approve a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company's assets. Notwithstanding the preceding provisions of this Section 1.2(d), a Change in Control shall not be deemed to have occurred (1) if the "person" described in the preceding provisions of this Paragraph is an underwriter or underwriting syndicate that has acquired the ownership of 50% or more of the combined voting power of Fleetwood's then outstanding voting securities solely in connection with a public offering of Fleetwood's securities; (2) if the "person" described in the preceding provisions of this Paragraph is an employee stock ownership plan or other employee benefit plan maintained by the Company that is qualified under the provisions of the Employee Retirement Income Security Act of 1974, as amended; or (3) if the person described in clause (i) of the preceding provisions of this Paragraph would not otherwise be a beneficial owner of 25% or more of the combined voting power of Fleetwood's then outstanding voting securities but for a reduction in the number of outstanding voting securities resulting from a stock repurchase program or other similar plan of the Company or from a self tender offer of the Company, which plan or tender offer commenced on or after the date hereof, provided, however, that the term "person" shall include such person from and after the first date upon which (A) such person, since the date of the commencement of such plan or tender offer, shall have acquired beneficial ownership of, in the aggregate, a number of voting securities of the Company equal to 1% or 2 more of the voting securities of the Company then outstanding and (B) such person, together with all affiliates and associates of such person, shall beneficially own 25% or more the voting securities of the Company then outstanding. (d) "Code" means the Internal Revenue Code of 1986, as amended. Where the context so requires, a reference to a particular Code section shall also refer to any successor provision of the Code to such section. (e) "Committee" means the committee appointed by the Board to administer the Plan. (f) "Common Stock" means the common stock of Fleetwood, par value $1.00 per share. (g) "Company" means Fleetwood and any present or future parent or subsidiary corporations (as defined in Section 424 of the Code of 1986, as amended) with respect to Fleetwood, any other entity designated by the Board, or any successors to such corporations or entities. (h) "Employee" means any regular employee of the Company. (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended. Where the context so requires, a reference to a particular section of the Exchange Act shall also refer to any successor provision to such section. (j) "Fair Market Value" means the fair market value of a share of Common Stock as determined by the Committee on the basis of such factors as it may deem appropriate. (k) "Fleetwood" means Fleetwood Enterprises, Inc., a Delaware corporation, or any successor thereto. (l) "Incentive Award" means any Stock Option, Stock Appreciation Right, Stock Payment, Performance Award or other award granted or sold under the Plan. (m) "Incentive Stock Option" means an incentive stock option, as defined under Section 422 of the Code and the regulations thereunder. (n) "Nonqualified Stock Option" means a stock option other than an Incentive Stock Option. An Option that otherwise meets the requirements under Code Section 422 for qualification as an incentive stock option shall nevertheless be treated as a Nonqualified Stock Option if the Committee so specifies in the Incentive Award pursuant to which such Option is granted. (o) "Option or "Stock Option" means a right to purchase Common Stock and refers to both Incentive Stock Options and Nonqualified Stock Options, subject to an Incentive Award under this Plan and the provisions of Article III hereof. 3 (p) "Participant" means any Employee selected by the Committee to receive an Incentive Award pursuant to this Plan. (q) "Payment Event" means the event or events giving rise to the right to payment of a Performance Award. (r) "Performance Award" means an award, payable in cash, Common Stock or a combination thereof, which is the subject of an Incentive Award under this Plan and the provisions of Article IV hereof. (s) "Performance-Based Compensation" means performance-based compensation as described in Section 162(m) of the Code and the regulations thereunder. If the amount of compensation an Employee will receive under any Incentive Award is not based solely on an increase in the value of Common Stock after the date of grant or award, the Committee, in order to qualify an Incentive Award as performance-based compensation under Section 162(m) of the Code and the regulations thereunder, can condition the grant, award, vesting, or exercisability of such an award on the attainment of a preestablished, objective performance goal. For this purpose, a preestablished, objective performance goal may include one or more of the following performance criteria: (i) cash flow, (ii) earnings per share (including earnings before interest, taxes, and amortization), (iii) return on equity, (iv) total stockholder return, (v) return on capital, (vi) return on assets or net assets, (vii) income or net income, (viii) operating margin, (ix) return on operating revenue, and (x) any other similar performance criteria contemplated by the regulations under Section 162(m). (t) "Plan" means the Fleetwood Enterprises, Inc. 1992 Stock-Based Incentive Compensation Plan as set forth herein, as amended from time to time. (u) "Purchase Price" means the purchase price (if any) to be paid by a Participant for Restricted Stock as determined by the Committee. (v) "Restricted Stock" means Common Stock which is the subject of an Incentive Award under this Plan and the provisions of Article V hereof. (w) "Securities Act" means the Securities Act of 1933, as amended. (x) "Stock Appreciation Right" or "Right" means a right granted pursuant to Article V of the Plan to receive a number of shares of Common Stock or, in the discretion of the Committee, an amount of cash or a combination of shares and cash, based on the increase in the Fair Market Value of the shares subject to the right during such period as is specified by the Committee. (y) "Stock Payment" means a payment in shares of the Company's Common Stock to replace all or any portion of the compensation (other than base salary) that would otherwise become payable to any Employee of the Company, as provided in Article VI. 4 1.3 SHARES OF COMMON STOCK SUBJECT TO THE PLAN (a) Subject to the provisions of Section 1.3(c) and Section 8.1 of the Plan, the aggregate number of shares of Common Stock that may be issued (or allocated in the case of Stock Appreciation Rights which have been exercised) pursuant to Incentive Awards under this Plan shall not exceed 4,900,000 shares, which amount gives effect to a two-for-one split of the Common Stock effected in the fourth quarter of the Company's fiscal 1993 and the addition of 2,000,000 post-split Shares effective April 17, 1996. (b) The Common Stock to be issued under this Plan will be made available, at the discretion of the Board or the Committee, either from authorized but unissued shares of Common Stock or from previously issued shares of Common Stock reacquired by the Company, including shares purchased on the open market. (c) Shares of Common Stock subject to unexercised portions of any Option or Right granted under this Plan that expires, terminates or is canceled (other than an Option or Right which expires because it was in tandem with an Option or Right which was exercised), will again become available for the grant of further Incentive Awards under this Plan. (d) Notwithstanding any other provision of this Plan, no Employee shall be granted Incentive Awards with respect to more than 100,000 shares of Common Stock in any one calendar year; provided, however, that this limitation shall not apply if it is not required in order for the compensation attributable to Incentive Awards hereunder to qualify as Performance-Based Compensation. The limitation set forth in this Section 1.3(d) shall be subject to adjustment as provided in Section 7.1, but only to the extent such adjustment would not affect the status of compensation attributable to Incentive Awards hereunder as Performance-Based Compensation. 1.4 ADMINISTRATION OF THE PLAN (a) The Plan will be administered by the Committee, which will consist of two or more members of the Board appointed by the Board who, during the one-year period prior to service on the Committee and while serving on the Committee, are not granted or awarded equity securities of Fleetwood pursuant to the Plan or any other plan of the Company or any of its affiliates, except as permitted by Rule 16b-3(c)(2) promulgated under the Exchange Act (or any other comparable provisions at the time or times in question). In addition, if Incentive Awards are to be made to persons subject to Section 162(m) of the Code and such awards are intended to constitute Performance-Based Compensation, then each of the Committee's members shall also be an "outside director," as such term is defined in the regulations under Section 162(m) of the Code. Notwithstanding anything contained herein, no person shall be disqualified from being a member of the Committee merely because such person is entitled to receive grants or awards pursuant to the Fleetwood Enterprises, Inc. 1992 Nonemployee Director Stock Plan. (b) The Committee has and may exercise such powers and authority of the Board as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. The Committee has authority in its discretion to select the eligible Employees to whom, and the time or times at which, Incentive Awards shall be granted or sold, the nature of each Incentive 5 Award, the number of shares of Common Stock or the number of rights that make up each Incentive Award, the period for the exercise of each Incentive Award, the performance criteria (which need not be identical) utilized to measure the value of Performance Awards and such other terms and conditions applicable to each individual Incentive Award as the Committee shall determine. The Committee may grant at any time new Incentive Awards to a Participant who has previously received Incentive Awards or other grants (including other stock options) whether such prior Incentive Awards or such other grants are still outstanding, have previously been exercised in whole or in part, or are canceled in connection with the issuance of new Incentive Awards; provided, however, that the Committee shall not have the authority to amend outstanding Incentive Awards or to cancel outstanding Incentive Awards and grant new Incentive Awards in substitution thereof if the purpose of such action is to reprice outstanding Incentive Awards. The Committee may grant Incentive Awards singly or in combination or in tandem with other Incentive Awards as it determines in its discretion. The purchase price or initial value and any and all other terms and conditions of the Incentive Awards may be established by the Committee without regard to existing Incentive Awards or other grants. Further, the Committee may, with the consent of a Participant, amend in a manner consistent with the Plan the terms of any existing Incentive Award previously granted to such Participant or acquire from a Participant for a payment of cash, Common Stock or other consideration any existing Incentive Award. (c) Subject to the express provisions of the Plan, the Committee has the authority to interpret the Plan, to determine the terms and conditions of Incentive Awards and to make all other determinations necessary or advisable for the administration of the Plan. The Committee has authority to prescribe, amend and rescind rules and regulations relating to the Plan. All interpretations, determinations and actions by the Committee shall be final, conclusive and binding upon all parties. Any action of the Committee with respect to the administration of the Plan shall be taken pursuant to a majority vote or by the unanimous written consent of its members. (d) No member of the Board or the Committee will be liable for any action or determination made in good faith by the Board or the Committee with respect to the Plan or any transaction arising under the Plan. 1.5 PARTICIPATION (a) All Employees, as determined by the Committee, are eligible to receive Incentive Awards under the Plan. In no event may any member of the Board who is not an Employee be granted an Incentive Award under the Plan. (b) At the time of the grant of each Incentive Award pursuant to this Plan, the Committee shall deliver, or cause to be delivered, to the Participant to whom the Incentive Award is granted a written statement evidencing the Incentive Award and setting forth such terms and conditions applicable to the Incentive Award as the Committee may in its discretion determine consistent with the Plan. 6 II. DIVIDEND EQUIVALENTS (a) In the Committee's discretion, a Participant may, as set forth in subparagraph (b) below, be entitled to receive, at no additional cost, an amount for each share of Common Stock upon which an Incentive Award is based, a "Dividend Equivalent" equal to the cash or other consideration paid as a dividend or distribution (other than a dividend or distribution payable in Common Stock) by the Company with respect to its outstanding shares of Common Stock, provided that with respect to Options and Rights granted in tandem, the Dividend Equivalent will be payable with respect to either the Right or the Option, but not both. If awarded by the Committee, Dividend Equivalents shall be paid, with respect to record dates during the period on or after the date an Incentive Award is granted to and including the date such Incentive Award is exercised or terminated, or such other period as is determined by the Committee and specified in the instrument that evidences the grant of the Incentive Award. Such Dividend Equivalents shall be converted to additional shares of Common Stock or cash by such formula as may be determined by the Committee. (b) The Committee, in its discretion, shall determine from time to time whether any Participant shall be entitled to Dividend Equivalents with respect to any other Incentive Award. The Committee shall not be obligated to award Dividend Equivalents, and may elect to grant Dividend Equivalents to some Participants and not to other Participants. (c) Dividend Equivalents shall be computed as of each record date for Common Stock dividends or distributions in such manner as may be determined by the Committee and shall be payable to Participants who have been granted Dividend Equivalents at such time or times as the Committee in its discretion may determine. Dividend Equivalents payable to holders of Incentive Awards may be deferred and paid at a later date as and to the extent provided in the Fleetwood Enterprises, Inc. Deferred Compensation Plan, as amended or restated from time to time. III. OPTIONS 3.1 GRANT OF OPTIONS; OPTION PRICE (a) The Committee may grant Options under the Plan from time to time to Employees. (b) The purchase price of Common Stock under each Option (the "Option Exercise Price") will be determined by the Committee at the date such Option is granted. The Option Exercise Price may be equal to, greater than or less than Fair Market Value on the date of grant of the Common Stock subject to the Option; provided, however, that (i) in no event shall the Option Exercise Price be less than eighty-five percent (85%) of Fair Market Value of the Company Stock subject to the Option on the date of grant nor less than the par value of the shares of Common Stock subject to the Option; and (ii) that in the case of an Incentive Stock Option the Option Exercise Price shall be not less than the Fair Market Value on the date of grant of the Common Stock subject to such Option or such other amount as is necessary to enable such Option to be treated as an "incentive stock option" within the meaning of Code Section 422. 7 3.2 OPTION PERIOD Options may be exercised as determined by the Committee, but, in the case of an Incentive Stock Option, in no event after ten years from the date of grant of such Option or such other period as is necessary to enable such Option to be treated as an "incentive stock option" within the meaning of Code Section 422. Options granted to persons who are subject to the provisions of Section 16 of the Exchange Act shall not be exercisable prior to the expiration of six (6) months from the date of the grant of such Option. 3.3 EXERCISE OF OPTIONS At the time of the exercise of an Option, the purchase price shall be paid in full in cash or other equivalent consideration acceptable to the Committee and consistent with the Plan's purpose and applicable law, including without limitation, Common Stock or Restricted Stock or other contingent awards denominated in either stock or cash. Any shares of Company Stock assigned and delivered to the Company in payment or partial payment of the purchase price will be valued at their Fair Market Value on the exercise date. No fractional shares will be issued pursuant to the exercise of an Option nor will any cash payment be made in lieu of fractional shares. In the case of an Incentive Stock Option, only the Participant to whom such Option is granted may exercise such Option during the lifetime of such Participant, provided, however, in the event, that such Participant becomes incompetent to exercise such Option, then such Participant's legal representative may exercise such Option on his behalf. 3.4 LIMITATION ON EXERCISE OF INCENTIVE STOCK OPTIONS The aggregate Fair Market Value (determined at the time the Option is granted) with respect to which Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under all stock option plans of the Company) shall not exceed $100,000 or such other limit as is prescribed by the Code. Any Options granted as Incentive Stock Options pursuant to the Plan in excess of such limitation shall be treated as Nonqualified Stock Options. 3.5 TERMINATION OF EMPLOYMENT (a) Except as otherwise provided in a written agreement between the Company and the Participant, in the event of the termination of a Participant's employment with the Company for Cause, all of the Participant's unexercised Options and/or Rights shall expire as of the date of such termination. (b) Except as otherwise provided in a written agreement between the Company and the Participant, in the event of a Participant's termination of employment for: (i) Any reason other than for Cause, death, disability, or normal retirement (as defined in the Company's retirement plan which covers the Participant), the Participant's Options and/or Rights shall expire and become unexercisable as of the earlier of (A) the date such Options and/or Rights expire in accordance with their terms or (B) three calendar months after the date of termination. 8 (ii) Death or disability, subject to the provisions of Section 3.5(c) below, the Participant (or such Participant's legal representative) shall have twelve (12) months after the date of termination within which to exercise Options and/or Rights that have become exercisable on or before such date and that have not expired on or before such date, regardless of the date upon which such Options or Rights would otherwise expire in accordance with their terms. (iii) Normal retirement, subject to the provisions of Section 3.5(c) below, the Participant's Options and/or Rights shall expire and become unexercisable as of the earlier of (A) the date such Options and/or Rights expire in accordance with their terms or (B) three (3) years after the date of termination. (c) Notwithstanding anything to the contrary in Sections 3.5(a) or 3.5(b), above, the Committee may in its discretion designate such shorter or longer periods to exercise Options and/or Rights following a Participant's termination of employment; provided, however, that any shorter periods determined by the Committee shall be effective only if provided for in the instrument that evidences the grant to the Participant of such Options and/or Rights or if such shorter period is agreed to in writing by the Participant. In the case of an Incentive Stock Option, notwithstanding anything to the contrary herein, in no event shall such Option be exercisable after the expiration of ten years from the date such Option is granted (or such other period as is provided in Code Section 422), nor shall such Option be the subject of any term or provision which would disqualify such Option from being an incentive stock option under Code Section 422. Notwithstanding anything to the contrary herein, Options and/or Rights shall be exercisable by a Participant (or his successor in interest) following such Participant's termination of employment only to the extent that installments thereof had become exercisable on or prior to the date of such termination; provided, however, that the Committee, in its discretion, may elect to accelerate the vesting of all or any portion of any Options and/or Rights that had not become exercisable on or prior to the date of such termination. IV. PERFORMANCE AWARDS 4.1 GRANT OF PERFORMANCE AWARDS The Committee may authorize the payment of Performance Awards under the Plan. The Committee shall determine the performance criteria (which need not be identical) to be utilized to calculate the value of the Performance Awards, the term of such Performance Awards, the Payment Event, and the form and time of payment of Performance Awards. The specific terms and conditions of each Performance Award shall be set forth in a written statement evidencing the grant of such Performance Award. 4.2 PAYMENT OF AWARD; LIMITATION Upon the occurrence of a Payment Event, payment of a Performance Award will be made to the Participant in cash or in shares of Common Stock valued at Fair Market Value on the date of the Payment Event or a combination of Common Stock and cash, as the Committee in its discretion may determine. The Committee may impose a limitation on the amount payable upon 9 the occurrence of a Payment Event, which limitation shall be set forth in the written statement evidencing the grant of the Performance Award. Notwithstanding any other provision of this Plan, as to any Performance Awards not subject to the annual share limitation of Section 1.3(d), no Employee shall be granted Performance Awards of more than $500,000 in any one calendar year; provided, however, that this limitation shall not apply if it is not required in order for the compensation attributable to Performance Award hereunder to qualify as Performance-Based Compensation. 4.3 EXPIRATION OF PERFORMANCE AWARD If any Participant's employment with the Company is terminated for any reason, all of the Participant's rights under the Performance Award shall expire and terminate unless otherwise determined by the Committee. V. STOCK APPRECIATION RIGHTS 5.1 GRANTING OF STOCK APPRECIATION RIGHTS The Committee may grant to Employees Stock Appreciation Rights, related or unrelated to Options, at any time. (a) A Stock Appreciation Right granted in connection with an Option granted under this Plan will entitle the holder of the related Option, upon exercise of the Stock Appreciation Right, to surrender such Option, or any portion thereof to the extent unexercised, with respect to the number of shares as to which such Stock Appreciation Right is exercised, and to receive payment of an amount computed pursuant to Section 5.1(c). Such Option will, to the extent surrendered, then cease to be exercisable. (b) Subject to Section 5.1(g), a Stock Appreciation Right granted in connection with an Option hereunder will be exercisable at such time or times, and only to the extent that, the related Option is exercisable, and will not be transferable except to the extent that such related Option may be transferable. A Stock Appreciation Right shall be canceled to the extent a related Option is exercised. (c) Upon the exercise of a Stock Appreciation Right related to an Option, the Holder will be entitled to receive payment of an amount determined by multiplying: (i) the difference obtained by subtracting the Option Exercise Price of a share of Common Stock specified in the related Option from the Fair Market Value of a share of Common Stock on the date of exercise of such Stock Appreciation Right (or as of such other date or as of the occurrence of such event as may have been specified in the instrument evidencing the grant of the Stock Appreciation Right), by (ii) the number of shares as to which such Stock Appreciation Right is exercised. (d) The Committee may grant Stock Appreciation Rights unrelated to Options to Employees. Section 5.1(c) shall be used to determine the amount payable at exercise under such Stock Appreciation Right, except that in lieu of the Option Exercise Price specified in the related Option the initial base amount specified in the Incentive Award shall be used; provided, however, 10 that in no event shall the initial base amount be less than eighty-five percent (85%) of the Fair Market Value of the Common Stock on the date of grant. (e) Notwithstanding the foregoing, the Committee, in its discretion, may place a dollar limitation on the maximum amount that will be payable upon the exercise of a Stock Appreciation Right under the Plan. (f) Payment of the amount determined under the foregoing provisions of this Section 5.1 may be made solely in whole shares of Common Stock valued at their Fair Market Value on the date of exercise of the Stock Appreciation Right or, alternatively, at the sole discretion of the Committee, in cash or in a combination of cash and shares of Common Stock as the Committee deems advisable. The Committee is hereby vested with full discretion to determine the form in which payment of a Stock Appreciation Right will be made and to consent to or disapprove the election of a Participant to receive cash in full or partial settlement of a Stock Appreciation Right. If the Committee decides to make full payment in shares of Common Stock, and the amount payable results in a fractional share, payment for the fractional share will be made in cash. (g) The Committee may, at the time a Stock Appreciation Right is granted, impose such conditions on the exercise of the Stock Appreciation Right as may be required to satisfy the requirements of Rule 16b-3 under the Exchange Act (or any other comparable provisions in effect at the time or times in question). 5.2 TERMINATION OF EMPLOYMENT Section 3.5 will govern the treatment of Stock Appreciation Rights upon the termination of a Participant's employment with the Company. VI. STOCK PAYMENTS The Committee may approve Stock Payments of the Company's Common Stock to any Employee of the Company for all or any portion of the Employee's compensation (other than base salary). For purposes of making Stock Payments, the Common Stock shall be valued by the Committee; provided, however, that such value shall not be less than eighty-five percent (85%) of the Fair Market Value of the Common Stock on the date of payment. VII. OTHER PROVISIONS 7.1 ADJUSTMENT PROVISIONS (a) Subject to Section 7.1(b) below, (i) if the outstanding shares of Common Stock of Fleetwood are increased, decreased or exchanged for a different number or kind of shares or other securities of Fleetwood, or if additional shares or new or different shares or other securities of Fleetwood are distributed in respect of such shares of Common Stock (or any stock or securities received with respect to such Common Stock), through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, spin-off or other distribution with respect to such shares of Common Stock (or any stock or securities received with respect to such 11 Common Stock), or (ii) if the value of the outstanding shares of Common Stock of Fleetwood is reduced by reason of an extraordinary cash dividend, an appropriate and proportionate adjustment may be made in (x) the maximum number and kind of shares provided in Section 1.3, (y) the number and kind of shares or other securities subject to then outstanding Incentive Awards, and (z) the price for each share or other unit of any other securities subject to then outstanding Incentive Awards. (b) In addition to the adjustments permitted by Section 7.1(a) above, except as otherwise expressly provided in the statement evidencing the grant of an Incentive Award, upon the occurrence of a Change in Control of Fleetwood any outstanding Incentive Awards not theretofore exercisable, payable or free from restrictions, as the case may be, shall immediately become exercisable, payable or free from restrictions (other than restrictions required by applicable law or any national securities exchange upon which any securities of Fleetwood are then listed), as the case may be, in their entirety and any shares of Common Stock acquired pursuant to an Incentive Award which are not fully vested shall immediately become fully vested, notwithstanding any of the other provisions of the Plan. (c) Upon the dissolution or liquidation of Fleetwood or upon a reorganization, merger or consolidation of Fleetwood with one or more corporations, as a result of which Fleetwood goes out of existence or becomes a subsidiary of another corporation, or upon a sale of substantially all of the property of Fleetwood to another corporation (in each of such cases a "Termination Event"), this Plan shall terminate. Any Option theretofore granted under the Plan and not exercised on or prior to the Termination Event shall expire and terminate, unless provision be made in writing in connection with such Termination Event for the assumption of the Option or the substitution for such Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to number and kind of shares and prices, in which event such Option shall continue in the manner and under the terms so provided. (d) Adjustments under this Section 7.1 will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding and conclusive. No fractional interests will be issued under the Plan resulting from any such adjustments. 7.2 TRANSFERABILITY OF INCENTIVE AWARDS Incentive Awards, any interest therein, and the right to receive the proceeds thereof shall not be transferable by a Participant, other than by will or the laws of descent and distribution. The transfer by a Participant to a trust created by the Participant for the benefit of the Participant or the Participant's family which is revocable at any and all times during the Participant's lifetime by the Participant and as to which the Participant is the sole acting Trustee during his or her lifetime, will not be deemed to be a transfer for purposes of the Plan. Under such rules and regulations as the Committee may establish pursuant to the terms of the Plan, a beneficiary may be designated with respect to an Incentive Award in the event of the death of a Participant. If the estate of the Participant is the beneficiary with respect to an Incentive Award, any rights with respect to such Incentive Award may be transferred to the person or persons or entity (including a trust) entitled 12 thereto under the will of such Participant or pursuant to the laws of descent and distribution. The Committee shall by such rules and regulations as are established from time to time prescribe the manner in which and the terms and conditions of the transfer of Incentive Awards pursuant to qualified domestic relations orders. 7.3 CONTINUATION OF EMPLOYMENT (a) Nothing in the Plan or in any statement evidencing the grant of an Incentive Award pursuant to the Plan shall be construed to create or imply any contract of employment between any Participant and the Company, to confer upon any Participant any right to continue in the employ of the Company, or to confer upon the Company any right to require any Participant's continued employment. Except as expressly provided in the Plan or in any statement evidencing the grant of an Incentive Award pursuant to the Plan, the Company shall have the right to deal with each Participant in the same manner as if the Plan and any such statement evidencing the grant of an Incentive Award pursuant to the Plan did not exist, including, without limitation, with respect to all matters related to the hiring, discharge, compensation and conditions of the employment of the Participant. Unless otherwise expressly set forth in a separate employment agreement between the Company and such Participant, the Company or the Participant may terminate the employment of any Participant with the Company at any time for any reason, with or without cause. (b) Any question(s) as to whether and when there has been a termination of a Participant's employment, the reason (if any) for such termination, and/or the consequences thereof under the terms of the Plan or any statement evidencing the grant of an Incentive Award pursuant to the Plan shall be determined by the Committee, and the Committee's determination thereof shall be final and binding. 7.4 COMPLIANCE WITH GOVERNMENT REGULATIONS No shares of Common Stock will be issued pursuant to an Incentive Award unless and until all applicable requirements imposed by federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction and by any stock exchanges upon which the Common Stock may be listed have been fully met. As a condition precedent to the issuance of shares of Common Stock pursuant to an Incentive Award, the Company may require the Participant to take any reasonable action to comply with such requirements. 7.5 ADDITIONAL CONDITIONS The award of any benefit under this Plan also may be subject to such other provisions (whether or not applicable to the benefit award to any other Participant) as the Committee determines appropriate including, without limitation, provisions to assist the Participant in financing the purchase of Common Stock through the exercise of Stock Options, provisions for the forfeiture of or restrictions on resale or other disposition of shares of Common Stock acquired under any form of benefit, provisions giving the Company the right to repurchase shares of Common Stock acquired under any form of benefit in the event the Participant elects to dispose of such shares, and provisions to comply with federal and state securities laws. The Company may 13 make such provisions as it deems appropriate for the withholding by the Company pursuant to federal or state income tax laws of such amounts as the Company determines it is required to withhold in connection with any Incentive Award. The Company may require a Participant to satisfy any relevant tax requirements before authorizing any issuance of Common Stock to such Participant or payment of any other benefit hereunder to such Participant. Any such settlement shall be made in the form of cash, a certified or bank cashier's check or such other form of consideration as is satisfactory to the Board. 7.6 PRIVILEGES OF STOCK OWNERSHIP No Participant and no beneficiary or other person claiming under or through such Participant will have any right, title or interest in or to any shares of Common Stock allocated or reserved under the Plan or subject to any Incentive Award, except as to such shares of Common Stock, if any, that have been issued to such Participant in accordance with the terms and conditions of the applicable Incentive Award. 7.7 AMENDMENT AND TERMINATION OF PLAN: AMENDMENT OF INCENTIVE AWARDS (a) The Board may alter, amend, suspend or terminate the Plan at any time. No such action of the Board, unless taken with the approval of the stockholders of the Company, may increase the maximum number of shares that may be sold or issued under the Plan or alter the class of Employees eligible to participate in the Plan. With respect to any other amendments of the Plan, the Board may in its discretion determine that such amendments shall only become effective upon approval by the stockholders of the Company, if the Board determines that such stockholder approval may be advisable, such as for the purpose of obtaining or retaining any statutory or regulatory benefits under federal or state securities law, federal or state tax law or any other laws or for the purposes of satisfying applicable stock exchange listing requirements. (b) The Committee may, with the consent of a Participant, make such modifications in the terms and conditions of an Incentive Award as it deems advisable. Without limiting the generality of the foregoing, the Committee may, with the consent of the Participant, from time to time adjust or reduce the purchase price of Options held by such Participant by cancellation of such Options and granting of Options to purchase the same or a lesser number of shares at lower purchase prices or by modification, extension or renewal of such Options. (c) Except as otherwise provided in this Plan or in the statement evidencing the grant of the Incentive Award, no amendment, suspension or termination of the Plan will, without the consent of the Participant, alter, terminate, impair or adversely affect any right or obligation under any Incentive Award previously granted under the Plan. 7.8 UNFUNDED STATUS OF PLAN The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation 14 of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or payments in lieu of or with respect to Incentive Awards hereunder, provided, however, that unless the Committee otherwise determines with the consent of the affected Participant, the existence of such trusts or other arrangements is consistent with the "unfunded" status of the Plan. 7.9 OTHER COMPENSATION PLANS The adoptive of the Plan shall not affect any other stock option, incentive or other compensation plans in effect for the Company, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for Employees of the Company. 7.10 PLAN BINDING ON SUCCESSORS The Plan and any agreement with respect to an Incentive Award shall be binding upon the successors and assigns of the Company and upon each Participant and such Participant's heirs, executors, administrators, personal representatives, permitted assignees, and successors in interest. 7.11 SINGULAR, PLURAL; GENDER Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender, as the context may require. 7.12 APPLICABLE LAW This Plan shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws of the State of California. VIII. EFFECTIVE DATE AND DURATION OF PLAN The Plan shall become effective on the later of (a) the date of its adoption by the Board, (b) the date of its approval by the holders of a majority of the outstanding shares of Common Stock. The Plan shall terminate at such time as the Board, in its discretion, shall determine. No Incentive Award may be granted under the Plan after the date of such termination, but such termination shall not affect any Incentive Award theretofore granted. 15 EX-21 7 EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT At April 28, 1996, the Registrant had the following subsidiary companies, all of which are wholly owned unless otherwise indicated in the footnotes:
JURISDICTION OF COMPANY INCORPORATION - ------------------------------------------------------------------------------------------- --------------------- Subsidiaries producing manufactured housing: Fleetwood Homes of Alabama, Inc........................................................ Alabama Fleetwood Homes of Arizona, Inc........................................................ Arizona Fleetwood Homes of California, Inc..................................................... California Fleetwood Homes of Florida, Inc........................................................ Florida Fleetwood Homes of Georgia, Inc........................................................ Georgia Fleetwood Homes of Idaho, Inc.......................................................... Idaho Fleetwood Homes of Indiana, Inc........................................................ Indiana Fleetwood Homes of Kentucky, Inc.(1)................................................... Kentucky Fleetwood Homes of Mississippi, Inc.................................................... Mississippi Fleetwood Homes of North Carolina, Inc................................................. North Carolina Fleetwood Homes of Oklahoma, Inc.(1)................................................... Oklahoma Fleetwood Homes of Oregon, Inc......................................................... Oregon Fleetwood Homes of Pennsylvania, Inc................................................... Pennsylvania Fleetwood Homes of Tennessee, Inc...................................................... Tennessee Fleetwood Homes of Texas, Inc.......................................................... Texas Fleetwood Homes of Virginia, Inc....................................................... Virginia Fleetwood Homes of Washington, Inc..................................................... Washington North River Homes, Inc. (2)............................................................ Alabama Subsidiaries producing motor homes: Fleetwood Motor Homes of California, Inc............................................... California Fleetwood Motor Homes of Indiana, Inc.................................................. Indiana Fleetwood Motor Homes of Pennsylvania, Inc............................................. Pennsylvania Niesmann & Bischoff GmbH(3)(8)......................................................... Germany Subsidiaries producing travel trailers: Fleetwood Travel Trailers of California, Inc........................................... California Fleetwood Travel Trailers of Indiana, Inc.............................................. Indiana Fleetwood Travel Trailers of Maryland, Inc............................................. Maryland Fleetwood Travel Trailers of Nebraska, Inc............................................. Nebraska Fleetwood Travel Trailers of Ohio, Inc................................................. Ohio Fleetwood Travel Trailers of Oregon, Inc............................................... Oregon Fleetwood Travel Trailers of Texas, Inc................................................ Texas Fleetwood Travel Trailers of Virginia, Inc............................................. Virginia Fleetwood Canada Ltd.(4)............................................................... Ontario, Canada Subsidiary producing folding trailers: Fleetwood Folding Trailers, Inc........................................................ Delaware Supply subsidiaries: Gold Shield, Inc....................................................................... California Gold Shield of Indiana, Inc............................................................ Indiana Hauser Lake Lumber Operation, Inc...................................................... Idaho Other subsidiaries: Buckingham Development Co.............................................................. California C.V. Aluminum, Inc.(1)................................................................. California Continental Lumber Products, Inc....................................................... California FLE Corp............................................................................... California
JURISDICTION OF COMPANY INCORPORATION - ------------------------------------------------------------------------------------------- --------------------- Fleetwood Credit Corp.(8).............................................................. California Fleetwood Credit Receivables Corp.(5)(8)............................................... California Fleetwood Deutschland GmbH(4)(8)....................................................... Germany Fleetwood Foreign Sales Corp........................................................... U.S. Virgin Islands Fleetwood Holidays, Inc................................................................ Florida Fleetwood Insurance Services, Inc...................................................... California Fleetwood International, Inc........................................................... California Fleetwood Recreational Vehicles of Michigan, Inc.(1)................................... Michigan Gibraltar Insurance Company, Ltd....................................................... Bermuda GSF Installation Co.(1)................................................................ California Niesmann & Bischoff Clou Mobile Verwaltungsgesellschaft mbH(6)(8)...................... Germany Niesmann & Bischoff Clou Mobile GmbH & Co. KG(7)(8).................................... Germany
- --------- (1) Wholly owned subsidiary inactive at April 28, 1996. (2) Wholly owned subsidiary of Fleetwood Homes of Alabama, Inc. (3) Wholly owned subsidiary of Niesmann & Bischoff Clou Mobile GmbH & Co. KG. (4) Wholly owned subsidiary of Fleetwood International, Inc. (5) Wholly owned subsidiary of Fleetwood Credit Corp. (6) Majority owned subsidiary of Fleetwood Deutschland GmbH. (7) Partnership of which Fleetwood Deutschland GmbH owns majority interest. (8) Majority owned subsidiary sold subsequent to year end. EX-23 8 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 25, 1996, included in Fleetwood Enterprises, Inc.'s Form 10-K for the year ended April 28, 1996, into the Company's previously filed Registration Statement No. 2-79232. ARTHUR ANDERSEN LLP Orange County, California June 25, 1996 EX-27 9 EXHIBIT 27 FDS
5 1,000 YEAR APR-28-1996 APR-28-1996 15792 272138 173380 0 137899 0 426775 160188 1108932 0 0 0 0 45640 603497 1108932 2809277 2809277 2276595 2677745 5142 0 1429 110993 41543 69901 9708 0 0 79609 1.71 1.71 AMOUNTS FOR CURRENT ASSETS AND CURRENT LIABILITIES ARE NOT SHOWN SINCE BALANCE SHEET IS PRESENTED IN NONCLASSIFIED FORMAT.
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