FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      (Mark One)

OR

Commission file number 1-5325

HUFFY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Registrant’s telephone number, including area code: (937) 866-6251

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

The aggregate market value of the Common Stock held by non-affiliates of the registrant, as of February 1, 2000, was $54,647,668.

The number of shares outstanding of each of the registrant’s classes of Common Stock, as of February 1, 2000, was 10,164,583.

“Index to Exhibits” at page 14 of this Report

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DOCUMENTS INCORPORATED BY REFERENCE

1.		The Huffy Corporation Annual Report of Shareholders for the year ended December 31, 1999. Only such portions of the Annual Report as are specifically incorporated by reference under Parts I, II and IV of this Report shall be deemed filed as part of this Report.
2.		The Huffy Corporation Proxy Statement for its Annual Meeting of Shareholders on April 27, 2000. Only such portions of the Proxy Statement as are specifically incorporated by reference under Part III of this Report shall be deemed filed as part of this Report.

PART I

ITEM 1. BUSINESS

Huffy Corporation, an Ohio corporation formed in 1928, and its subsidiaries (collectively called “Huffy” or the “Company”) are engaged in the design, manufacture and sale of Consumer Products and the furnishing of Services for Retail. The Company’s executive offices are located in Miamisburg, Ohio and its principal business offices and/or manufacturing facilities are located in San Diego, California, Miamisburg, Ohio, and Sussex, Wisconsin.

The general development of business within each business segment (Consumer Products and Services for Retail) is discussed in more detail below. See also Note 15 to the Company’s financial statements (Exhibit 13) for financial information relating to each such business segment.

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Sales to two customers, Kmart and Wal*Mart, aggregated over ten percent or more of the Company’s consolidated revenues from each such customer for the year ended December 31, 1999, and the loss of either one of these customers could have a material adverse effect on the Company and its subsidiaries as a whole.

The number of persons employed full-time by the Company (excluding seasonal employees in the Services for Retail Segment) as of December 31, 1999, was 2,593 (400 employed by the Corporate and the Consumer Products Segment and 2,193 employed by the Services for Retail Segment).

ITEM 2. PROPERTIES:
Location and general character of the principal plants and other materially important physical properties of the Company as of February 1, 2000.

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All of the Company’s facilities are in good condition and are considered suitable for the purposes for which they are used. The Sussex, Wisconsin manufacturing facility normally operates on a one full shift basis, with second shift operations scheduled as needed.

ITEM 3. LEGAL PROCEEDINGS

The Company along with numerous California water companies and other potentially responsible parties for the Baldwin Park Operable Unit of the San Gabriel Valley Superfund (see Note 11 to the Company’s financial statements in Exhibit 13) have been named in nine civil lawsuits which allege claims related to the contaminated groundwater in the Azusa, California area. On March 12, 1998, the Public Utilities Commission (“PUC”) issued an Order Instituting Investigation (“OII”), stating that because the toxic tort lawsuits relate to water quality, public health and safety, and the operations and practices of the public utilities subject to the PUC’s jurisdiction, the PUC intends to pursue its jurisdiction by investigating the operations and practices of the named defendant public utilities, their compliance with the PUC standards and policies regarding water quality, and whether those standards and policies regarding water quality continue to be adequate to protect the public health and safety. The PUC investigation and decision is expected to conclude in the first half of 2000. As a result of the PUC OII, a majority of the lawsuits were stayed pending the PUC determination. The plaintiffs appealed the decisions to stay. Following a hearing on the matter, the Court of Appeals took the matter under submission. In September 1999, the Court of Appeals issued preemptory writs of mandate and three other actions to vacate stays and to reconsider various motions, demurs and the stays in view of the Court of Appeals findings. Petitions for review were filed before the California Supreme Court and on December 15, 1999, the Supreme Court of California granted petitions for review of such Court of Appeals decision. To date, the matters are in their initial stage. It is impossible to currently predict the outcome of the litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II

ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The market information and other related security holder matters pertaining to the

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Common Stock of the Company set forth in Exhibit 13 under the caption entitled “Common Stock” contained in the Company’s Annual Report to Shareholders for the year ended December 31, 1999, and are hereby incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

Selected unaudited financial data for each of the last five calendar years set forth in Exhibit 13 under the caption entitled Five-Year Financial and Operating Review (Unaudited) is contained in the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 1999, and is hereby incorported herein by reference.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Discussion and analysis of financial condition and results of operations set forth in Exhibit 13 under the caption entitled Management’s Discussion and Analysis of Financial Conditions and Results of Operations and Note 6 (Lines of Credit and Long-Term Obligations) to the consolidated financial statements, are contained in the Company’s Annual Report to Shareholders for the year ended December 31, 1999, and are hereby incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The financial information set forth in Exhibit 13 under the captions entitled Independent Auditor’s Report and Consolidated Balance Sheets, Consolidated Statements of Operation, Consolidated Statements of Cash Flows, Consolidated Statements of Shareholders’ Equity, and Notes to Consolidated Financial Statements, is contained in the Company’s Annual Report to Shareholders for the year ended December 31, 1999, and is hereby incorporated herein by reference. See also the information contained in Item 14 of Part IV of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS OF THE COMPANY

The name, age and background information for each of the Company’s Directors is set forth in the section entitled ELECTION OF DIRECTORS and the table therein contained in the Company’s Proxy Statement for its 2000 Annual Meeting of Shareholders, and is hereby incorporated herein by reference.

EXECUTIVE OFFICERS OF THE COMPANY

The Executive Officers are elected annually to their respective positions, effective at the April meeting of the Board of Directors. The Executive Officers of the Company at February 1, 2000, were as follows:

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Prior to assuming his present position with the Company as Vice President-Human Resources and Organization Development in July 1997, Mr. Davis was Vice President-Human Resources and Organization Development of Triangle Wire and Cable, Inc. (a manufacturer of wire and cable products), from July 1991 to December 1996. From January 1997 to July 1997 he was the Vice President-Administration of Triangle Wire and Cable’s successor, Ocean View Capital, Inc., the principal business of which was winding up the business of Triangle Wire and Cable after the sale of substantially all of its assets.

Mr. Graber served as the Company’s President and Chief Operating Officer from July 1996 to December 1997, when he assumed his present position as Chairman of the Board, President and Chief Executive Officer. Prior to joining the Company in 1996, Mr. Graber was President of the Worldwide Household Products Group of The Black and Decker Corporation (engaged in the marketing and manufacture of products used in and around the home and for commercial applications) and was also Group Vice President of The Black and Decker Corporation itself, from 1994 to 1996.

Mr. Lafferty was elected Vice President-Finance, Chief Financial Officer and Treasurer on January 3, 2000. Prior to such election, he served as Senior Vice President and Chief Financial Officer of Gencor Industries, Inc. (a manufacturer of highway construction and food processing equipment) from 1998; prior thereto he was Senior Vice President of Hoechst Marion Roussel AG (a pharmaceutical business) from 1996; prior thereto he was Senior Vice President, Finance of Hoechst Marion Roussel Inc. (a pharmaceutical business).

Ms. Michaud has been employed by the Company for over 13 years. She has served as Vice President-General Counsel for over 6 years and as Secretary since July 1994.

ITEM 11. EXECUTIVE COMPENSATION

Information on executive compensation set forth in the section entitled EXECUTIVE COMPENSATION and the tables therein, is contained in the Company’s Proxy Statement for its 2000 Annual Meeting of Shareholders, and is hereby incorporated herein by reference. Notwithstanding anything to the contrary set forth herein or in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Form 10-K, the section entitled REPORT OF COMPENSATION COMMITTEE and the Performance Graph which is set forth in the Company’s Proxy Statement for its 2000 Annual Meeting of Shareholders are not deemed to be incorporated by reference in this Form 10-K.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The number of shares of Common Stock of the Company beneficially owned by each Director and by all Directors and Officers as a group as of January 2, 2000, set forth in the section entitled SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, and the table therein, is contained in the Company’s Proxy Statement for its 2000 Annual Meeting of Shareholders, and is hereby incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information on certain transactions with management set forth in the section entitled CERTAIN RELATIONSHIPS AND OTHER RELATED TRANSACTIONS is contained in the Company’s Proxy Statement for its 2000 Annual Meeting of Shareholders, and is hereby incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)

Documents

(b) Reports on Form 8-K

During the fiscal quarter ended December 31, 1999, the Company filed no report on Form 8-K.

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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.

HUFFY CORPORATION

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.

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INDEPENDENT AUDITORS’ REPORT
ON FINANCIAL STATEMENT SCHEDULE

The Board of Directors,
Huffy Corporation:

Under date of February 3, 2000, we reported on the consolidated balance sheets of Huffy Corporation and subsidiaries as of December 31, 1999, and 1998, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 1999, as contained in the 1999 Annual Report to Shareholders. These consolidated financial statements and our report thereon are incorporated by reference in the Annual Report on Form 10-K for the year 1999. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related consolidated financial statement schedule as listed in Part IV, Item 14(a)(2) of Form 10-K. The financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

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INDEPENDENT AUDITORS’ CONSENT

The Board of Directors,
Huffy Corporation:

We consent to the incorporation by reference in the Registration Statements, and the Prospectuses constituting part thereof, of (i) the Form S-8 Registration Statement (No. 333-62903) pertaining to the Master Deferred Compensation Plan; (ii) the Form S-8 Registration Statement (No. 333-52095) pertaining to the 1998 Director Stock Option Plan, the 1998 Key Employee Stock Plan, and the 1998 Restricted Share Plan; (iii) the Form S-8 Registration Statement (No. 333-52077) pertaining to the 1998 Key Employee Non-Qualified Stock Plan (iv) the Form S-8 Registration Statement (No. 33-25487) pertaining to the 1988 Stock Option Plan and Restricted Share Plan; (v) the Form S-8 Registration Statement (No. 33-25143) pertaining to the 1987 Director Stock Option Plan; (vi) the Form S-8 Registration Statement (Nos. 33-28811 and 33-42724) pertaining to the 1989 Employee Stock Purchase Plan; (vii) the Form S-8 Registration Statement (No. 33-44571) pertaining to five company savings plans and (viii) the Form S-8 Registration Statement (No. 33-60900) pertaining to the W.I.S. Savings Plan of our report dated February 3, 2000, relating to the consolidated balance sheets of Huffy Corporation and subsidiaries as of December 31, 1999 and 1998 and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 1999, which report appears in the 1999 Annual Report to Shareholders, which is incorporated by reference in the Company’s 1999 Annual Report on Form 10-K and our report dated February 3, 2000, relating to the financial statement schedule for each of the years in the three-year period ended December 31, 1999, which report appears in the Company’s 1999 Annual Report on Form 10-K.

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HUFFY CORPORATION
CONSOLIDATED FINANCIAL STATEMENT SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS

(DOLLAR AMOUNTS IN THOUSANDS)

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INDEX TO EXHIBITS

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