CHAMPION ENTERPRISES INC
10-Q, 1995-11-09
MOBILE HOMES
Previous: HARRIS ASSOCIATES L P, SC 13G, 1995-11-09
Next: ABT SOUTHERN MASTER TRUST, NSAR-B, 1995-11-09







                            FORM 10-Q


              SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

(Mark one)

 __X__  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934.


  For Quarter Ended September 30, 1995

                                OR

  ____  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
             THE SECURITIES EXCHANGE ACT OF 1934.    


  For the transition period from ____________ to ____________


  Commission file number 1-9751


                    CHAMPION ENTERPRISES, INC.              
      (Exact name of registrant as specified in its charter)


            MICHIGAN                         38-2743168    
- --------------------------------           ---------------
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification No.)

2701 University Drive, Suite 320, Auburn Hills, MI    48326  
(Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code: (810)340-9090

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2)  has been subject to such filing
requirements for the past 90 days.

               Yes __X__  No _____     


     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

         15,306,050 shares of the registrant's $1.00 par value
Common Stock were outstanding as of October 27, 1995.    



                  PART I. FINANCIAL INFORMATION

                    CHAMPION ENTERPRISES, INC.

                Consolidated Balance Sheets
             (In Thousands, Except Par Value Amount)

                                 ASSETS                      
                                            Sept. 30,   Dec. 31,
                                             1995        1994  
CURRENT ASSETS
  Cash and cash equivalents                $  9,303    $ 23,027
  Accounts receivable, trade                 45,795      24,277
  Inventories                                45,113      39,644
  Deferred taxes and other                   10,560      10,884
                                           --------    --------
      Total current assets                  110,771      97,832
                                           --------    --------
PROPERTY AND EQUIPMENT
  Cost                                       56,881      47,645
  Less-accumulated depreciation              20,619      17,586
                                           --------    --------
                                             36,262      30,059
                                           --------    --------

Goodwill, net                                81,104      37,076
Other assets                                  6,202       6,263
                                           --------    --------
      Total assets                         $234,339    $171,230
                                           ========    ========

                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes payable to bank                    $  8,100    $      -
  Accounts payable                           39,393      29,098
  Accrued dealer discounts                   17,205      16,151
  Accrued compensation and payroll taxes     15,286      11,285
  Accrued warranty obligations               10,808       8,432
  Accrued insurance                           4,639       3,804
  Other liabilities                          17,960      10,309
                                           --------    --------
      Total current liabilities             113,391      79,079
                                           --------    --------
Long-term debt                                1,275           -
Other long-term liabilities                  15,690      12,857

SHAREHOLDERS' EQUITY
  Common stock, $1 par value, 1995-30,000 
    authorized, 15,239 issued; 1994-
    15,000 authorized, 7,553 issued            
    (See Note 6)                             15,239       7,553
  Capital in excess of par value             29,671      36,981
  Retained earnings                          59,954      35,829
  Foreign currency translation adjustments     (881)     (1,069)
                                           --------     -------
      Total shareholders' equity            103,983      79,294
                                           --------     -------
      Total liabilities and shareholders' 
       equity                              $234,339    $171,230
                                           ========    ========
See accompanying Notes to Consolidated Financial Statements.










                     CHAMPION ENTERPRISES, INC.

                   Consolidated Income Statements
              (In Thousands, Except Per Share Amounts)


                              13 Weeks Ended      39 Weeks Ended
                             Sept. 30,  Oct. 1,  Sept. 30, Oct. 1, 
                                1995      1994     1995      1994  
                             --------- --------  --------  --------

 Net sales                   $226,832  $168,786  $623,914  $450,865
                             --------  --------  --------  --------

 Cost of products sold        194,444   145,607   536,498   387,121
 Selling, general, and
   administrative expenses     16,108    12,203    46,196    35,363
                             --------  --------  --------  --------
                              210,552   157,810   582,694   422,484
                             --------  --------  --------  --------

 Operating income              16,280    10,976    41,220    28,381

 Other income (expense):
   Interest income                179       242       570       654
   Interest expense              (609)     (195)   (1,885)     (656)
   Other, net                      71        29       220      (114)
                             --------  --------  --------  --------
 Income from continuing 
   operations before 
   income taxes                15,921    11,052    40,125    28,265
 Income taxes                   6,300     2,900    16,000     7,400
                             --------  --------  --------  --------
 Income from continuing 
   operations                   9,621     8,152    24,125    20,865
 
 Income from discontinued 
   operations, net of income 
   taxes of $1,105                  -         -         -     1,908 
                             --------  --------  --------  --------
 Net income                  $  9,621  $  8,152  $ 24,125  $ 22,773
                             ========  ========  ========  ========

 Per share amounts (See Note 7):  
         
 Income from continuing 
   operations                $   0.61  $   0.52  $   1.53  $   1.36
 Income from discontinued 
   operations                       -         -         -      0.12 
                             --------  --------  --------  --------
 Net income                  $   0.61  $   0.52  $   1.53  $   1.48
                             ========  ========  ========  ========

 Weighted average shares 
   outstanding                 15,825    15,716    15,794    15,375
 



 See accompanying Notes to Consolidated Financial Statements.









                        CHAMPION ENTERPRISES, INC.

                  Consolidated Statements of Cash Flows 
                              (In Thousands)
                                                 39 Weeks Ended  
                                               Sept. 30,   Oct. 1,
                                                 1995       1994  
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
Income from continuing operations              $ 24,125   $ 20,865
                                               --------   --------
Adjustments to reconcile income from continuing 
  operations to net cash provided by 
  continuing operating activities:           
  Depreciation and amortization                   4,535      2,959
  Deferred income taxes                               -     (5,569)
  Increase/decrease, net of acquisitions:       
    Accounts receivable                         (14,917)   (19,671)
    Inventories                                  (3,730)    (8,125)
    Accounts payable                              6,157     14,899
    Accrued liabilities                           6,866     10,395
    Other, net                                      957        740 
                                               --------   --------
    Total adjustments                              (132)    (4,372)
                                               --------   --------
Net cash provided by continuing   
  operating activities                           23,993     16,493
                                               --------   --------
CASH FLOWS FROM DISCONTINUED ACTIVITIES:
Income from discontinued operations                   -      1,908
Decrease in net assets of discontinued 
   operations                                       626        318
                                               --------   --------
Net cash provided by discontinued activities        626      2,226 
                                               --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions                                    (38,228)   (36,496)
Proceeds on disposal of assets                      276        300
Additions to property and equipment              (5,732)    (6,892)
Deferred purchase price payment                  (2,600)         -
                                               --------   --------
Net cash used for investing activities          (46,284)   (43,088)
                                               --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in notes and current 
  maturities payable                              8,134        (86)
Tax benefit of stock options exercised              800      2,600 
Repayment of long-term debt                        (150)         - 
Common stock issued                               1,081      2,543 
Common stock purchased                           (1,924)      (192)
                                               --------   --------
Net cash provided by financing activities         7,941      4,865
                                               --------   --------
NET DECREASE IN CASH AND CASH EQUIVALENTS       (13,724)   (19,504)

CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                      23,027     34,441
                                               --------   --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD     $  9,303   $ 14,937
                                               ========   ========
ADDITIONAL CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest                                     $  1,679   $    544
  Income taxes                                   15,513     10,316

SCHEDULE OF CASH USED FOR ACQUISITIONS: 
Purchase price                                 $ 47,600   $ 40,000
Less:  Deferred portion of purchase price        (8,900)    (2,600)
       Cash acquired, net                          (799)    (1,591)
Plus:  Payment of mortgage                            -        432
       Acquisition costs                            327        255
                                               --------   --------
                                               $ 38,228   $ 36,496
                                               ========   ========


See accompanying Notes to Consolidated Financial Statements.







                       CHAMPION ENTERPRISES, INC.

               Notes to Consolidated Financial Statements
  
1. For each of the dates indicated, inventories consisted of the
   following (in thousands):
                                  Sept. 30,        Dec. 31,
                                    1995             1994  
                                  --------         --------

        Raw materials              $29,008          $25,449
        Work-in-process              4,131            4,432
        Finished goods              11,974            9,763
                                   -------          -------
                                   $45,113          $39,644
                                   =======          =======

2. On February 3, 1995 the registrant purchased the assets and
   assumed certain liabilities of Chandeleur Homes, Inc.
   (Chandeleur) and Crest Ridge Homes, Inc. (Crest Ridge),
   privately-held corporations with manufactured housing
   operations in Alabama and Texas.  The cash purchase price of
   approximately $46.9 million was financed from existing cash
   and new bank debt.  Under the terms of the agreements, the
   registrant paid $35 million of the purchase price at the date
   of acquisition.  A total of $3 million was held back to cover
   potential post-closing audit adjustments, all of which has
   been paid.  The remaining $8.9 million will likely be paid
   early in 1996 upon the attainment of certain profit levels. 
   The acquisitions were accounted for using the purchase method. 
   Chandeleur's and Crest Ridge's results of operations are
   included with those of the registrant from the acquisition
   date.  In addition to these acquisitions, a company which
   arranges transportation for a portion of the registrant's
   manufactured housing business was acquired during the first
   quarter for $700,000.

   Summarized below are the unaudited pro forma combined results
   of operations for the 13 and 39 week periods ended September
   30, 1995 and October 1, 1994 assuming the Chandeleur and Crest
   Ridge acquisitions had taken place on January 1, 1995 and
   January 2, 1994, respectively.  The pro forma results are not
   necessarily indicative of future earnings or earnings that
   would have been reported had the acquisitions been completed
   when assumed.  Further, the pro forma income should not be
   taken as indicative of earnings for a full year.

   (In thousands, except per share amounts)

                         13 Weeks Ended      39 Weeks Ended
                       ------------------  -------------------
                       Sept. 30,  Oct. 1,  Sept. 30,    Oct. 1,
                         1995       1994     1995        1994  
                       --------   --------  --------   --------

   Net sales           $226,832   $193,543  $634,983   $522,092
                       --------   --------  --------   --------

   Income from continuing
     operations before
     income taxes      $ 15,921   $ 12,435  $ 41,085   $ 32,003
    
   Income taxes           6,300      3,500    16,400      8,900
                        --------   --------  --------  --------
   Income from 
       continuing
       operations      $  9,621   $  8,935  $ 24,685   $ 23,103
                       ========   ========  ========   ========

   Per share           $   0.61   $   0.57  $   1.56   $   1.50
                       ========   ========  ========   ========




   Pro Forma Income Taxes

   The pro forma provision for income taxes has been calculated
   on a consolidated basis as if the transactions had been
   completed at the beginning of the respective periods.  The
   difference between taxes provided for financial reporting
   purposes and expected charges at the statutory rate for the
   periods ended September 30, 1995 is due to state and foreign
   tax charges.  The prior year's tax provisions include the
   benefit of net operating loss carryforwards.  On a fully taxed
   basis, earnings per share from continuing operations for the
   13 and 39 weeks ended October 1, 1994 would have been $0.47
   and $1.25, respectively. 

   Pro Forma Earnings Per Share

   Pro forma earnings per share are based on the weighted average
   number of shares outstanding during the respective periods
   including stock options granted to Chandeleur and Crest Ridge
   executives under agreements entered into in connection with
   the acquisitions. Earnings per share have been adjusted for
   the stock split discussed in Note 6 below.


3. As a result of the purchase of Chandeleur and Crest Ridge as
   discussed in Note 2 above, the registrant recorded
   approximately $45 million of goodwill (the excess of purchase
   price over fair value of net assets acquired).  The goodwill
   is being amortized on the straight-line basis over the
   expected periods to be benefited, which is 40 years.  The
   registrant will assess the recoverability of this intangible
   asset on a regular basis by determining whether the
   amortization of the goodwill balance over its remaining life
   can be recovered through projected undiscounted future cash
   flows.


4. The difference between income taxes provided for financial
   reporting purposes and expected charges at the statutory rate
   for the 13 and 39 weeks ended September 30, 1995 is due to
   state and foreign tax charges. Prior year's tax provisions
   included the benefit of net operating loss carryforwards.

   The components of the income tax provisions for the 39 week
   periods ended September 30, 1995 and October 1, 1994 follows
   (dollars in thousands):
                                       Sept. 30,     Oct. 1,
     Continuing Operations:              1995         1994 

   Statutory U.S. tax rate              $14,044      $9,893 
   Increase (decrease) in rate 
       resulting from:
   Higher rates on earnings of 
       foreign operations                   381         200 
   State taxes                            1,575           - 
   NOL benefit recognized and 
       other items                            -      (2,693)
                                        -------     -------
   Total provisions                     $16,000      $7,400
                                        =======     =======

   Effective tax rates                      40%         26%
                                        =======     =======
   Discontinued Operations:

   Statutory U.S. tax rate              $     -      $1,055
   Increase in rate resulting from: 
   Other                                      -          50 
                                        --------    -------
   Total provisions                     $     -      $1,105 
                                        ========    =======

   Effective tax rates                        -         37%
                                        ========    =======
   

 5. Income from discontinued operations for the 39 weeks ended
    October 1, 1994 includes a one-time after-tax gain of $1.9
    million from the settlement of certain litigation.


 6. On May 1, 1995 the shareholders approved a proposal to
    increase the number of authorized shares to 30 million from 15
    million.  In addition, on May 1, 1995 the Board of Directors
    approved a two-for-one split of the registrant's common stock
    effective on May 30, 1995 to holders of record on May 15,
    1995.  The Board also approved a common stock repurchase
    program for up to $10 million, approximately $1.9 million of
    which was expended during the year-to-date period.


 7. The per share amounts are calculated using the weighted
    average number of shares outstanding for each of the periods
    presented and includes common stock equivalents.  Earnings per
    share amounts and weighted average shares outstanding for all
    periods presented, including pro forma amounts, have been
    adjusted for the stock split.


 8. The Consolidated Financial Statements are unaudited, but in
    the opinion of management include all adjustments necessary
    for a fair presentation of the results of the interim periods. 
    Such adjustments consisted of normal recurring items except
    for the $1.9 million of income from discontinued operations
    included in the 39 week period ended October 1, 1994. 
    Financial results of the interim periods are not necessarily
    indicative of results that may be expected for any other
    interim periods or for the fiscal year.


 9. On October 27, 1995, subsequent to quarter end, the registrant
    purchased 100% of the outstanding common stock of New Horizon
    Manufactured Homes, Ltd., located in Alberta, Canada, for
    approximately $3.9 million.  Pursuant to the purchase
    agreement, $3.2 million of the purchase price was paid on the
    acquisition date and the remaining $700,000 will be paid upon
    the earlier of the attainment of certain profit levels or
    three years.  The acquisition will be accounted for using the
    purchase method.


10. Certain amounts in the prior periods' statements have been
    reclassified to conform to the current periods' presentation.









                     CHAMPION ENTERPRISES, INC.


                Management's Discussion and Analysis
                                 of
            Financial Condition and Results of Operations


RESULTS OF OPERATIONS

     Below is a summary of period-to-period changes in the principal
items of  the consolidated income statements.  This chart is
followed by a discussion and  analysis of significant factors
affecting the registrant's earnings for the period.




                              Comparison of       Comparison of
                              13 Weeks Ended      39 Weeks Ended
                          September 30, 1995 &  September 30, 1995 & 
                             October 1, 1994       October 1, 1994  
                          --------------------  --------------------
 
                          Increase (Decrease)    Increase (Decrease)
                        (Dollars in Thousands)  (Dollars in Thousands)


 Net sales                 $58,046     34%         $173,049   38%

 Cost of products sold      48,837     34%          149,377   39%

 Selling, general, and
   administrative expenses   3,905     32%           10,833   31%
                           -------                  --------
 Operating income            5,304     48%           12,839   45% 

 Interest income               (63)   (26%)             (84) (13%)

 Interest expense              414    212%            1,229  187% 

 Other - net                    42                      334 
                           -------                   -------

 Income from continuing 
   operations
   before income taxes       4,869     44%           11,860   42%

 Income taxes                3,400    117%            8,600  116% 
                           -------                  -------

 Income from continuing 
  operations                 1,469     18%            3,260   16% 

 Income from discontinued 
  operations                     -                   (1,908)  
                           -------                 --------
 Net income                 $1,469     18%          $ 1,352    6% 
                           =======                 ========

Sales

   Sales increases by segments of the business are as presented
below for the comparative periods ended September 30, 1995 and
October 1, 1994 (dollars in thousands):

 Comparative Period           Housing            Commercial Vehicles 
                         Dollars     Units        Dollars      Units
   13 weeks ended
   9/30/95 and
   10/1/94            $54,082  34%  2,196 38%   $3,964  34%    72   26%

   39 weeks ended
   9/30/95 and
   10/1/94           $162,366  39%  6,425 41%  $10,683   33%  213   28%

   Manufactured housing sales dollars for the quarter increased
due to a 38% unit shipment increase to 7,931 units during the
quarter, up from 5,735 units a year ago.  Chandeleur and Crest
Ridge added $28.7 million to sales, or 18 percentage points of the
revenue increase on shipments of 1,503 units.  Other manufactured
housing operations increased revenues by $25.4 million, or 16%,
and unit shipments by 693 units, or 12%.  The registrant's U.S.
shipments, without Chandeleur and Crest Ridge, increased 730
units, or 13%, over the prior year's third quarter.  Excluding
Chandeleur and Crest Ridge the multi-sectional mix was 63%, up 4
percentage points from a year ago.  Average selling price, without
Chandeleur and Crest Ridge, increased 4% to $28,416 from $27,422 a
year ago, due to the higher multi-sectional mix, normal periodic
price increases and recovery of additional costs due to regional
energy and wind standards imposed by the Department of Housing and
Urban Development. Overall, average selling price for the current
third quarter was $26,648.

   For the nine months ended September 30, 1995, Chandeleur and
Crest Ridge added $78.1 million to sales while other housing
operations increased revenues by $84.3 million, or 20%, and unit
shipments by 15%.  The registrant's year-to-date U.S. shipments
rose 16% without Chandeleur and Crest Ridge.  This increase
compares favorably to the industry's rise in shipments through
August 1995 of 12.5% to 223,741 units according to the
Manufactured Housing Institute (MHI), an industry trade
association.  Market share in the U.S. for the eight-month period,
excluding Chandeleur and Crest Ridge, improved to 6.8% from 6.4%. 
Including Chandeleur and Crest Ridge, market share improved to
8.4%. Overall, the registrant's year-to-date U.S. multi-sectional
mix was 55%, compared to the industry's 48% through August.
Excluding Chandeleur and Crest Ridge, the average selling price
for the current year-to-date period was $28,147, compared to
$26,938 last year.  Overall, year-to-date average selling price
was $26,450.   

   Bus shipments during third quarter reached 351 units, an
increase of 26% over last year's 279 units due to improved
municipal sales and new product introductions.  Year-to-date
revenues rose 33% on a 28% increase in shipments to 978 units from
765 last year.

Costs and Expenses

   Housing segment profits as a percent of sales were 8.0% for
the quarter, up from 7.5% a year ago.  Excluding Chandeleur and
Crest Ridge, segment profits rose to 7.8% of sales primarily as a
result of expanded manufacturing capacity and increased production
efficiencies. For the nine months ended September 30, 1995 and
October 1, 1994, housing margins were 7.5% and 7.4%, respectively. 
Without Chandeleur and Crest Ridge the year-to-date margin was
7.2% in 1995, decreasing primarily as a result of start-up costs
at a new Indiana facility, lower backlog levels and increased
service costs.  Chandeleur and Crest Ridge added $2.7 million to
segment profits for the current quarter and $7.2 million for the
nine months ended September 30, 1995.  Segment profits are
calculated as income directly attributable to the segment before
general corporate expenses, interest income, interest expense and
income taxes. 

   Bus margins improved for the quarter and year-to-date periods
as a result of higher volume and improved manufacturing
efficiencies. Segment profits as a percent of sales were 5.7% and
5.0%, respectively, for the quarter and year-to-date periods ended
September 30, 1995.  These amounts compare favorably to 5.0% and
3.7% for last year's respective periods.

     For the 13 and 39 week periods, total selling, general and
administrative expenses increased primarily due to overall higher
volume, including the acquisitions.  Interest expense increased
due to borrowings to fund the Chandeleur and Crest Ridge
acquisitions and to fund seasonal working capital requirements.

Income Taxes

     The income tax provisions for the 13 and 39 weeks ended
September 30, 1995 increased over prior year amounts.  See Note 4
of Notes to Consolidated Financial Statements for information
regarding this increase and components of the registrant's tax
provisions. On a fully taxed basis, earnings per share from
continuing operations for the 13 and 39 weeks ended October 1,
1994 would have been $0.42 and $1.10, respectively.  

OUTLOOK AND RISK FACTORS

     According to the MHI, manufactured housing shipments
increased 12.5% for the first eight months of 1995 and are
expected to increase 7-10% for the year.  Although the
registrant's incoming order rate has risen from last year,
unfilled orders for housing are approximately $90 million, the
same as they were a year ago, including Chandeleur and Crest Ridge
for both periods, due to the registrant's increased production
capacity and record high production levels.  Unfilled orders are
not necessarily indicative of a long-term trend and are subject to
cancellation at any time without penalty. Order rates can vary
significantly with changes in, among other things, consumer
confidence, regional and national economic changes, interest
rates, financing availability, and, in some cases, the weather. 

     The registrant's performance goals are to achieve over 20%
compound annual growth in fully taxed earnings per share and a
minimum 30% annual return on equity. These goals are based on the
expected growth in the manufactured housing industry, the
registrant's increased manufacturing capacity, its increased
number of independent dealer locations, continued market share
improvement, and its acquisitions.  These goals are also based on
a number of assumptions, many of which are beyond the registrant's
control, including continued growth in both the manufactured
housing industry and the overall general economy, only modest
changes in interest rates and continued availability of municipal
funding for commercial vehicles. There can be no assurance that
these assumptions will prove accurate and actual results may
differ substantially from these estimates.

     The registrant is continuing its discussions with the
Environmental Protection Agency concerning alleged environmental
claims for the period 1955-1972.  A liability for these alleged
claims was recorded by the registrant in the fourth quarter of
1994 and does not include any amount for potential insurance
recoveries.  Final settlement is not expected to have a material
adverse effect on the registrant's consolidated financial
position. 

FINANCIAL CONDITION

     During the 39 weeks ended September 30, 1995, cash provided
by continuing operating activities was $24 million.  The
registrant's cash and cash equivalents decreased to $9.3 million,
however, as cash was used for the acquisitions of Chandeleur and
Crest Ridge and additions to property and equipment, including
planned expenditures under a capital improvement program.  The
registrant plans capital expenditures in excess of $8 million in
1995, down from $10.6 million in 1994.  Cash totaling $1.9 million
was also used for the stock repurchase program. Subsequent to
quarter end, the registrant used $3.2 million to purchase New
Horizon Manufactured Homes, Ltd. (see Note 9). For additional
information, see the Consolidated Statements of Cash Flows for the
39 weeks on page 4 of this Report.
 
     The registrant has a new unsecured line of credit totaling
$70 million with Comerica Bank, Detroit as agent and the First
National Bank of Chicago, including $10 million available to cover
letters of credit.  At quarter end $8.1 million was outstanding on
the line of credit, which expires on September 29, 1998.  Letters
of credit outstanding at September 30, 1995 totaled $6.6 million,
generally to support insurance obligations and licensing and
service bonding required by various states.  The registrant
believes its existing sources of liquidity are adequate for
operating requirements, common stock repurchases, and planned
capital expenditures for the current fiscal year. Growth
opportunities, through additional acquisitions of related
businesses, and, if prudent, in diversified businesses, continue
to be pursued by the registrant. 

     
                       PART II. OTHER INFORMATION



Item 5. Other Information.

  (a)     The Board of Directors on the recommendation of the
          Compensation Committee has approved a new five-year
          compensation program, effective August 31, 1995, with 
          Walter R. Young, Jr., Chairman, President and Chief
          Executive Officer.  Among other things, the compensation
          program is designed to retain the continued services of
          Mr. Young and to support the continuing creation of
          shareholder value and attainment of strategic financial
          objectives.  Options for 200,000 shares were granted at
          fair market value as of August 31, 1995 pursuant to 
          the 1995 Stock Option and Incentive Plan (1995 Plan). 
          Options for 550,000 shares, also priced at fair market
          value as of August 31, 1995 and pursuant to the 1995 
          Plan, were granted subject to shareholder approval of 
          amendments to the 1995 Plan at the 1996 Annual Meeting 
          of Shareholders. In addition, Mr. Young was awarded 
          50,000 performance shares pursuant to the 1995 Plan, also
          subject to shareholder approval of amendments to the 1995
          Plan.  The options vest on the fifth anniversary of the
          grant date provided that Mr. Young remains employed by the
          registrant during such period and has kept 250,000 
          previously-owned shares on deposit with the registrant.
          Mr. Young retains full ownership and voting rights as to 
          these deposited shares. One-half of the options (375,000) vest
          earlier than the five-year term (in three or four years)
          if certain stock price appreciation is attained. The
          options expire at the earlier of eight years after grant
          or three years after vesting. The vesting for the
          performance shares is generally the same as for the
          options except that there is no acceleration provision.
          In addition, the registrant's earnings per share for 
          1996-1999 must grow at a rate at least equal to the
          median of the registrant's key peers as defined for
          proxy purposes.   Other employment terms remain
          essentially the same as in Mr. Young's April 27, 1990
          employment agreement except that a two-year noncompetition 
          provision has been added.


Item 6. Exhibits and Reports on Form 8-K.


  (a)  None.

  (b)  No reports on Form 8-K were filed by the registrant during
       the quarter ended September 30, 1995.
   
  


                               SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the  registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



                                     CHAMPION ENTERPRISES, INC.

                                  By: /S/ A. JACQUELINE DOUT     
                                     ---------------------------
                                     A. Jacqueline Dout
                                     Executive Vice President
                                     and Chief Financial Officer
                                     (Principal Financial Officer)




                                 And: /S/ RICHARD HEVELHORST      
                                     ---------------------------
                                     Richard Hevelhorst
                                     Controller (Principal
                                     Accounting Officer)




Dated:  November 9, 1995


<PAGE>

<TABLE> <S> <C>

<ARTICLE>          5
<LEGEND>           THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
                   INFORMATION EXTRACTED FROM THE COMPANY'S
                   UNAUDITED FINANCIAL STATEMENTS AS OF AND
                   FOR THE PERIOD ENDING SEPTEMBER 30, 1995,
                   AND IS QUALIFIED IN ITS ENTIRETY BY
                   REFERENCE TO SUCH FINANCIAL STATEMENTS
<MULTIPLIER>       1,000
<PERIOD-START>     JAN-01-1995
<PERIOD-TYPE>      9-MOS
<FISCAL-YEAR-END>  DEC-30-1995
<PERIOD-END>       SEP-30-1995


<CASH>                                               9,303
<SECURITIES>                                             0
<RECEIVABLES>                                       46,004
<ALLOWANCES>                                           209
<INVENTORY>                                         45,113
<CURRENT-ASSETS>                                   110,771
<PP&E>                                              56,881
<DEPRECIATION>                                      20,619
<TOTAL-ASSETS>                                     234,339
<CURRENT-LIABILITIES>                              113,391
<BONDS>                                              1,275
<COMMON>                                            15,239
                                    0
                                              0
<OTHER-SE>                                          88,744
<TOTAL-LIABILITY-AND-EQUITY>                       234,339
<SALES>                                            623,914
<TOTAL-REVENUES>                                   623,914
<CGS>                                              536,498
<TOTAL-COSTS>                                      536,498
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                        20
<INTEREST-EXPENSE>                                   1,885
<INCOME-PRETAX>                                     40,125
<INCOME-TAX>                                        16,000
<INCOME-CONTINUING>                                 24,125
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                        24,125
<EPS-PRIMARY>                                         1.53
<EPS-DILUTED>                                         1.53



</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission