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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File number 1-9751
CHAMPION ENTERPRISES, INC.
SAVINGS PLAN
(Full title of the plan)
CHAMPION ENTERPRISES, INC.
755 West Big Beaver Rd., Suite 1000
Troy, Michigan 48084
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
 
 

 


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SIGNATURES
Index to Exhibits
Consent of Independent Registered Public Accounting Firm


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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Employee Benefits Administration Committee have duly caused this annual report to be signed by the undersigned hereunto duly authorized.
         
  CHAMPION ENTERPRISES, INC. SAVINGS PLAN
 
 
  /s/ RICHARD P. HEVELHORST    
  Richard P. Hevelhorst   
  Member, Employee Benefits
Administration Committee 
 
 
Date: June 13, 2008

 


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Champion Enterprises, Inc. Savings Plan
Index to Financial Statements and Schedule
December 31, 2007 and 2006
         
    Page  
    Number  
Financial Statements
       
 
       
Report of Independent Auditors
    2  
 
       
Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006
    3  
 
       
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007
    4  
 
       
Notes to Financial Statements
    5 - 9  
 
       
Schedule*
       
Schedule I – Schedule of Assets Held at End of Year as of December 31, 2007 – Form 5500, Schedule H, Part IV, line 4i
    10  
 
*   Other schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, have been omitted because they are not applicable.

 


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Report of Independent Registered Public Accounting Firm
 
 
To the Employee Benefits Administration Committee
Champion Enterprises, Inc. Savings Plan
We have audited the accompanying statement of net assets available for benefits of Champion Enterprises, Inc. Savings Plan (the “Plan”) as of December 31, 2007 and 2006 and the related statement of changes in net assets available for benefits for the year ended December 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006 and the changes in net assets available for benefits for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Plante & Moran, PLLC
Auburn Hills, Michigan
June 13, 2008

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Champion Enterprises, Inc. Savings Plan
Statement of Net Assets Available for Benefits
                 
    December 31,     December 31,  
    2007     2006  
    (In thousands)  
Assets:
               
Participant-directed investments, at fair value
               
Champion Enterprises, Inc. Common Stock
  $ 5,738     $ 6,791  
Fidelity Magellan Fund
    19,568       19,589  
Fidelity Managed Income Portfolio
    14,738       15,532  
Fidelity Contrafund
    14,621       13,496  
Fidelity Retirement Government Money Market Portfolio
    12,374       11,578  
Fidelity Equity-Income Fund
    12,091       13,355  
Fidelity Capital Appreciation Fund
    8,937       8,710  
Fidelity Intermediate Bond Fund
    6,573       6,978  
Fidelity Diversified International Fund
    5,471       5,257  
Fidelity Puritan Fund
    4,729       5,336  
Fidelity Low-Priced Stock Fund
    3,966       4,603  
Fidelity Freedom 2020 Fund
    3,233       1,842  
Julius Baer International Equity I
    3,199       1,972  
Fidelity Freedom 2010 Fund
    2,214       895  
Fidelity Freedom 2030 Fund
    1,933       976  
Fidelity Asset Manager
    1,839       1,834  
Fidelity Freedom 2040 Fund
    1,221       890  
American Beacon Small Cap Value Plan
    621       645  
Fidelity Aggressive Growth Fund
    485       359  
Managers Special Equity Fund
    338       385  
Fidelity Freedom Income Fund
    160       145  
Fidelity Freedom 2000 Fund
    44       36  
Calamos Growth A Fund
          942  
Fidelity Freedom 2005 Fund
          89  
Fidelity Freedom 2015 Fund
          938  
Fidelity Freedom 2025 Fund
          325  
Fidelity Freedom 2035 Fund
          721  
Other
    1       1  
Loans to participants
    4,551       4,885  
 
           
Total investments, at fair value
    128,645       129,105  
Receivables:
               
Participants’ contributions
          120  
Employer’s contributions
          50  
Proceeds from unsettled trade
    4       33  
 
           
Total receivables
    4       203  
 
           
Total assets
    128,649       129,308  
Liabilities:
               
Amounts to be refunded to participants (Note 3)
    134       232  
 
           
Net assets available for benefits, at fair value
    128,515       129,076  
Adjustment from fair value to contract value for fully-benefit responsive investment contracts (Note 1)
    160       156  
 
           
Net assets available for benefits
  $ 128,675     $ 129,232  
 
           
The accompanying notes are an integral part of these financial statements

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Champion Enterprises, Inc. Savings Plan
Statement of Changes in Net Assets Available for Benefits
         
    For the  
    Year Ended  
    December 31,  
    2007  
    (In thousands)  
Additions:
       
Additions to net assets attributed to:
       
Contributions:
       
Participants’
  $ 6,690  
Employer’s
    2,782  
Rollovers
    1,627  
 
     
 
       
Total contributions
    11,099  
 
       
Transfers from merged plan
    653  
 
       
Investment income:
       
Dividends and interest
    10,612  
Net appreciation in fair value of investments:
       
Champion Enterprises, Inc. common stock
    265  
Mutual funds
    648  
 
     
Net appreciation in fair value of investments:
    913  
 
       
Net investment income
    11,525  
 
     
Total additions
    23,277  
 
     
 
       
Deductions:
       
Deductions from net assets attributed to:
       
Benefits paid to participants
    23,634  
Amounts to be refunded to participants (Note 3)
    134  
Administrative and other expenses
    66  
 
     
Total deductions
    23,834  
 
     
 
       
Net decrease
    (557 )
 
       
Net assets available for benefits:
       
Beginning of year
    129,232  
 
     
 
       
End of year
  $ 128,675  
 
     
The accompanying notes are an integral part of these financial statements

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Champion Enterprises, Inc. Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 1 – Significant Accounting Policies
The accompanying financial statements of the Champion Enterprises, Inc. Savings Plan (the “Plan”) have been prepared on the accrual basis of accounting. Investment transactions are recorded at cost on the trade date basis. Income is recorded as earned. Expenses are recorded when incurred. Benefit payments are recorded when paid. Participants’ contributions are recorded in the period during which the amounts are withheld from participants’ earnings. Employer’s contributions are recorded in the same period as the related participants’ contributions.
The Plan’s investments, other than loans to participants, are stated at fair value, except for its stable value common collective trust fund investment (Fidelity Managed Income Portfolio Fund), which is stated at contract value. Contract value represents investments at cost plus accrued interest income less amounts withdrawn to pay benefits. The fair value of the stable value common collective trust fund is based on discounting the related cash flows of the underlying guaranteed investment contracts based on current yields of similar instruments with comparable durations. The fair value of the remaining common collective trust funds is based on the quoted market values of the underlying investments.
Fair values are determined by Fidelity Management Trust Company, the trustee of the Plan (the “Trustee”), and are based on quoted market prices. Loans to participants are stated at their outstanding balances, which approximates fair value. Net appreciation or depreciation in the fair value of investments as presented in the Statement of Changes in Net Assets Available for Benefits represents the net amount of realized gains or losses and unrealized appreciation or depreciation on those investments.
The Financial Accounting Standards Board Staff Position AAG INV-1 and SOP 94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans,” requires the Statement of Net Assets Available for Benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
The Plan provides for various investment options in mutual funds and other types of investments. The Plan’s investments are exposed to various risks, including interest rate, inflation, national and international economies, market and credit risks. These risks could result, in the near term, in material changes to the values of the Plan’s investments and participants’ account balances.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.

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Champion Enterprises, Inc. Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 2 – Plan Description
The following description of the Plan provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.
The Plan is a defined contribution plan that was initially approved by the shareholders of Champion Enterprises, Inc. (the “Company” or “Plan Sponsor”) on July 11, 1984 and became effective as of February 26, 1983. The Plan is administered by the Employee Benefits Administration Committee (the “Committee”), whose members are appointed by the Board of Directors of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
All non-union hourly and salaried employees of the Company and its participating U.S. subsidiaries are eligible to participate in the Plan at the beginning of the month following the completion of three months of service. Union employees are eligible to participate in the Plan at the beginning of the month following the completion of one year of service.
Participating employees may make contributions on a deferred salary arrangement (pretax contributions), under Section 401(k) of the Internal Revenue Code (the “IRC”), in an amount ranging from 1% to 17% of compensation. However, the IRC places annual limits on employee contributions to the Plan; the 2007 limit was $15,500 per participant. Participants may also make rollover contributions from conduit Individual Retirement Accounts or other tax-qualified retirement plans. Additionally, participants age 50 or older may make annual pretax catch-up contributions up to the annual limit established by the IRC; the 2007 limit was $5,000 per qualifying employee.
The Company and its participating subsidiaries make matching contributions that currently are equal to 50% of participant contributions, up to the first 6% of compensation contributed, and are invested in the funds selected by the participants. Rollover contributions and catch-up contributions are not subject to matching contributions.
All participant contributions and earnings thereon are 100% vested and nonforfeitable. All matching contributions plus earnings thereon are 100% vested and nonforfeitable once the participant has completed one year of service. Participants may change or discontinue the amount of their contributions at various times throughout the year as specified in the Plan document. Participants may change their investment selections at any time.
Under the terms of the Plan, a participant may borrow up to 50% of his or her account balance with loan amounts and maturities ranging from $1,000 to $50,000 and six months to five years, respectively. Loans are generally repaid through periodic payroll withholdings, are secured by the participant’s account balance and bear interest at rates based on the general prime rate plus 2% as of the first business day of the month in which the participant applies for the loan. If a participant fails to make a scheduled repayment, the loan will be considered in default after a

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Champion Enterprises, Inc. Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 2 – Plan Description, continued
certain period of time as specified in the Plan document and the participant will be deemed to have received a taxable distribution from the Plan.
While employed by the Company, participants may withdraw all or a portion of their savings from the Plan upon attaining age 59 1/2. Prior to age 59 1/2, participants may withdraw pretax contributions under certain circumstances, such as financial hardship, subject to limitations set by the IRC and as specified in the Plan document.
Upon termination of employment, whether due to retirement, death, disability or any other cause, participants or beneficiaries may have their accounts distributed. Participants with account balances in excess of $5,000 may defer the distribution of their accounts until age 65.
Expenses of administering the Plan, including the expenses of the Committee and the fees and expenses of the Trustee, are generally borne by the Company (see Note 4). However, brokerage and loan fees, transfer or other taxes, and certain other administrative expenses are charged against the respective fund and participant accounts and are included in the Statement of Changes in Net Assets Available for Benefits as administrative and other expenses.
Note 3 – Amounts to Be Refunded to Participants
Amounts to be refunded to participants of $134,000 and $232,000 as of December 31, 2007 and 2006, respectively, represent contributions made to the Plan during 2007 and 2006, respectively, that were in excess of limits established by the IRC, and include investment gains or losses thereon. These amounts were refunded to the affected participants as 2007 and 2006 taxable distributions in February 2008 and March 2007, respectively. In addition, approximately $80,000 of 2007 employer matching contributions related to participants’ contributions that were in excess of IRC limits, including gains or losses thereon, were forfeited from the participants’ accounts in 2008 but remain in the Plan to reduce future employer matching contributions.
Note 4 – Party-in-Interest Transactions
Various administrative expenses of the Plan are borne by the Plan Sponsor. Such amounts were not material for the year ended December 31, 2007. In addition, the Plan invests in funds managed by affiliates of the Trustee and allows for investment in shares of the Company’s common stock. These transactions with the Trustee of the Plan and the Plan Sponsor qualify as party-in-interest transactions.
Note 5 – Tax Status of the Plan
The Internal Revenue Service has determined and informed the Company, most recently, by letter dated October 1, 2001, that the Plan is designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan

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Champion Enterprises, Inc. Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 5 – Tax Status of the Plan, continued
Sponsor believes that the Plan is designed and operated in compliance with the applicable requirements of the IRC.
The Plan is not subject to income tax under present federal tax law. Participants are not taxed, either on Company contributions to the Plan or on the earnings thereon, including appreciation, allocated to their accounts until actual distribution of such accounts. At that time, the participant is generally taxed on the total amount of the distribution.
Note 6 – Plan Termination
Although the Company has not expressed any intent to do so, the Plan may be terminated, in whole or in part, at any time, but only upon the condition that such action precludes any part of the assets of the Plan from being used for or diverted to purposes other than for the exclusive benefit of the participants and their beneficiaries and for the payment of expenses of the Plan. Upon termination or partial termination of the Plan or upon the complete discontinuance of contributions under the Plan, employer matching contributions shall become 100% vested and the assets of the Plan shall be distributed to the participants and their beneficiaries at such time and in such nondiscriminatory manner as determined by the Committee.
Note 7 – Merger and Rollovers
During April 2007, the 401(k) plan of Highland Manufacturing Company, a wholly-owned subsidiary of the Company that was acquired by the Company during 2006, was merged into the Plan, resulting in the addition of investments totaling $653,000.
During March and April of 2007, the Plan received rollovers of investments and loans totaling approximately $1.3 million from participants in the 401(k) plan of North American Housing Corp., a company whose assets and business were acquired by the Company during 2006.
Note 8 – Reconciliation to Form 5500
The net assets available for plan benefits at December 31, 2007 and 2006, and the change in net assets available for plan benefits for the year ended December 31, 2007, reported on the financial statements differ from the amounts reported on the Form 5500 due to a stable value common collective trust fund being recorded at contract value on the financial statements and at fair value on the Form 5500. The net assets on the financial statements were higher than the amount reported on Form 5500 at December 31, 2007 and 2006, by $160,000 and $156,000, respectively. Additionally, the investment income on the financial statements for the year ended December 31, 2007 is higher than the amount reported on Form 5500 by $4,000, which is the change in the difference between contract value and fair value for this fund during the year ended December 31, 2007.

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Champion Enterprises, Inc. Savings Plan
Notes to Financial Statements
December 31, 2007 and 2006
Note 9 – New Accounting Pronouncement
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting standards and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact, if any, of the provisions of SFAS 157 on the Plan’s financial statements.

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Champion Enterprises, Inc. Savings Plan
Schedule I-Schedule of Assets Held at End of Year
Form 5500, Schedule H, Part IV, line 4i
December 31, 2007
                     
Party-in-   Identity of issue, borrower,           Current value  
interest   lessor or similar party   Description of investment   Cost   (in thousands)  
*   Fidelity Investments  
Fidelity Magellan Fund
  **   $ 19,568  
*   Fidelity Investments  
Fidelity Managed Income Portfolio
  **     14,738  
*   Fidelity Investments  
Fidelity Contrafund
  **     14,621  
*   Fidelity Investments  
Fidelity Retirement Government Money Market Portfolio
  **     12,374  
*   Fidelity Investments  
Fidelity Equity-Income Fund
  **     12,091  
*   Fidelity Investments  
Fidelity Capital Appreciation Fund
  **     8,937  
*   Fidelity Investments  
Fidelity Intermediate Bond Fund
  **     6,573  
*   Champion Enterprises, Inc.  
Champion Enterprises, Inc. Common Stock
  **     5,738  
*   Fidelity Investments  
Fidelity Diversified International Fund
  **     5,471  
*   Fidelity Investments  
Fidelity Puritan Fund
  **     4,729  
    Plan participants  
Loans to participants, interest rates ranging from 4.50% to 11.50%
        4,551  
*   Fidelity Investments  
Fidelity Low-Priced Stock Fund
  **     3,966  
*   Fidelity Investments  
Fidelity Freedom 2020 Fund
  **     3,233  
    Julius Baer  
Julius Baer International Equity I
  **     3,199  
*   Fidelity Investments  
Fidelity Freedom 2010 Fund
  **     2,214  
*   Fidelity Investments  
Fidelity Freedom 2030 Fund
  **     1,933  
*   Fidelity Investments  
Fidelity Asset Manager
  **     1,839  
*   Fidelity Investments  
Fidelity Freedom 2040 Fund
  **     1,221  
    American Beacon  
American Beacon Small Cap Value Plan
  **     621  
*   Fidelity Investments  
Fidelity Aggressive Growth Fund
  **     485  
    Managers Investment Group  
Managers Special Equity Fund
  **     338  
*   Fidelity Investments  
Fidelity Freedom Income Fund
  **     160  
*   Fidelity Investments  
Fidelity Freedom 2000 Fund
  **     44  
       
Other
  **     1  
       
 
         
       
 
           
       
Total investments
      $ 128,645  
       
 
         
 
*   Party is considered to be a party-in-interest to the Plan.
 
**   Cost information not required.

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Index to Exhibits
     
Exhibit No.   Description
23.1
  Consent of Independent Registered Public Accounting Firm