<PAGE>   1


                                    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 JUNE 30, 2001

                                       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 Cambridge Court, Suite 300, Auburn Hills, MI            48326
--------------------------------------------------        -----------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code: (248) 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.

         47,948,527 shares of the registrant's $1.00 par value Common Stock were
         outstanding as of August 3, 2001.





                                                                    Page 1 of 16
<PAGE>   2



                          PART I. FINANCIAL INFORMATION

                           Item 1. Financial Statements.

                            CHAMPION ENTERPRISES, INC.
                      Consolidated Statements of Operations
                     (In thousands, except per share amounts)

<Table>
<Caption>
                                          Unaudited                Unaudited
                                     Three Months Ended         Six Months Ended
                                    ---------------------    ----------------------
                                     June 30,     July 1,     June 30,    July 1,
                                       2001        2000         2001        2000
                                    ---------   ---------    ---------  -----------
<S>                                 <C>         <C>          <C>        <C>
Net sales                           $428,202    $533,211     $ 754,514  $1,068,520

Cost of sales                        351,791     447,791       633,295     899,129
                                    ---------   ---------    ---------- -----------

Gross margin                          76,411      85,420       121,219     169,391

Selling, general and
  administrative expenses             68,839      73,254       148,402     148,055
                                    ---------   ---------    ---------- -----------

Operating income (loss)                7,572      12,166       (27,183)     21,336

Interest expense, net                  5,782       6,844        12,210      13,813
                                    ---------   ---------    ---------- -----------

Income (loss) before income taxes      1,790       5,322       (39,393)      7,523

Income taxes (benefits)                1,300       2,500       (13,800)      3,400
                                    ---------   ---------    ---------- -----------

Net income (loss)                   $    490    $  2,822     $ (25,593) $    4,123
                                    =========   =========    ========== ===========


Basic earnings (loss) per share     $   0.01    $   0.06     $   (0.54) $     0.09
                                    =========   =========    ========== ===========

Weighted shares for basic EPS         47,847      47,255        47,672      47,251
                                    =========   =========    ========== ===========


Diluted earnings (loss) per share   $   0.01    $   0.06     $   (0.54) $     0.09
                                    =========   =========    ========== ===========

Weighted shares for diluted EPS       49,508      47,337        47,672      47,346
                                    =========   =========    ========== ===========
</TABLE>



See accompanying Notes to Consolidated Financial Statements.




                                                                    Page 2 of 16
<PAGE>   3


                         CHAMPION ENTERPRISES, INC.
                        Consolidated Balance Sheets
                      (In thousands, except par value)

<TABLE>
<CAPTION>
                                                    Unaudited
                                                     June 30,   December 30,
                                                       2001          2000
                                                   -----------  -------------
<S>                                                <C>          <C>
                ASSETS

CURRENT ASSETS
  Cash and cash equivalents                        $   35,892    $  50,143
  Accounts receivable, trade                           65,681       31,132
  Inventories                                         182,231      217,765
  Deferred taxes and other current assets              77,181       77,493
                                                   -----------   -----------
    Total current assets                              360,985      376,533
                                                   -----------   -----------

PROPERTY AND EQUIPMENT
  Cost                                                308,227      320,873
  Less-accumulated depreciation                       120,989      113,596
                                                   -----------   -----------
                                                      187,238      207,277
                                                   -----------   -----------
GOODWILL
  Cost                                                320,590      320,656
  Less-accumulated amortization                        52,432       46,686
                                                   -----------   -----------
                                                      268,158      273,970
                                                   -----------   -----------

DEFERRED TAXES AND OTHER ASSETS                        79,999       84,276
                                                   -----------   -----------

     Total assets                                  $  896,380    $ 942,056
                                                   ===========   ===========

     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Floor plan payable                               $   85,074    $ 114,198
  Accounts payable                                     69,852       43,103
  Accrued warranty obligations                         47,081       49,304
  Accrued volume rebates                               39,489       45,552
  Accrued compensation and payroll taxes               21,688       19,034
  Other current liabilities                            79,421       71,662
                                                   -----------   -----------
    Total current liabilities                         342,605      342,853
                                                   -----------   -----------

LONG-TERM LIABILITIES
  Long-term debt                                      225,286      225,634
  Deferred portion of purchase price                   20,000       39,157
  Other long-term liabilities                          35,843       37,603
                                                   -----------   -----------
                                                      281,129      302,394
                                                   -----------   -----------
CONTINGENT LIABILITIES (Note 6)

SHAREHOLDERS' EQUITY
  Preferred stock, no par value, 5,000 shares
    authorized, none issued                                 -            -
  Common stock, $1 par value, 120,000 shares
    authorized, 47,947 and 47,357 shares issued
    and outstanding, respectively                      47,947       47,357
  Capital in excess of par value                       33,980       33,116
  Retained earnings                                   192,057      217,650
  Accumulated other comprehensive income               (1,338)      (1,314)
                                                   -----------   -----------
    Total shareholders' equity                        272,646      296,809
                                                   -----------   -----------

    Total liabilities and shareholders' equity     $  896,380    $ 942,056
                                                   ===========   ===========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.




                                                                    Page 3 of 16
<PAGE>   4


                         CHAMPION ENTERPRISES, INC.
                    Consolidated Statements of Cash Flows
                               (In thousands)
<TABLE>
<CAPTION>
                                                            Unaudited
                                                         Six Months Ended
                                                       --------------------
                                                        June 30,    July 1,
                                                         2001        2000
                                                       ---------  ---------
<S>                                                    <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                      $(25,593)  $  4,123
                                                       ---------  ---------
Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
  Depreciation and amortization                          18,337     19,957
  Fixed asset impairment charges                          6,500          -
  Increase/decrease
    Accounts receivable                                 (34,549)    (6,455)
    Inventories                                          35,534     16,588
    Accounts payable                                     26,749     17,806
    Accrued liabilities                                  (1,672)    (6,682)
    Net cash charges to independent retailer
     bankruptcy reserve                                       -     (4,126)
    Other, net                                            3,097     (6,613)
                                                       ---------  ---------
Total adjustments                                        53,996     30,475
                                                       ---------  ---------
Net cash provided by operating activities                28,403     34,598
                                                       ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Deferred and contingent purchase price payments         (10,233)   (10,165)
Additions to property and equipment                      (3,229)    (9,159)
Investments in and advances to
  unconsolidated subsidiaries                            (1,819)      (552)
Proceeds on disposal of fixed assets                      1,494      2,179
                                                       ---------  ---------
Net cash used for investing activities                  (13,787)   (17,697)
                                                       ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in floor plan payable, net                     (29,124)    (7,833)
Repayment of long-term debt                                (333)      (624)
Common stock issued, net                                    590         49
Common stock repurchased                                      -       (863)
                                                       ---------  ---------
Net cash used for financing activities                  (28,867)    (9,271)
                                                       ---------  ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    (14,251)     7,630
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         50,143     12,847
                                                       ---------  ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD             $ 35,892   $ 20,477
                                                       =========  =========
</TABLE>








See accompanying Notes to Consolidated Financial Statements.




                                                                    Page 4 of 16
<PAGE>   5


                           CHAMPION ENTERPRISES, INC.

                 Notes to Consolidated Financial Statements

1.       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 period. Financial results of the interim
         period are not necessarily indicative of results that may be expected
         for any other interim period or for the fiscal year. The balance sheet
         as of December 30, 2000 was derived from audited financial statements.
         Accumulated other comprehensive income consists of foreign currency
         translation adjustments.

         Prior year manufacturing segment delivery revenue has been reclassified
         to net sales from cost of sales in accordance with the Financial
         Accounting Standards Board (FASB) Emerging Issues Task Force No. 00-10
         "Accounting for Shipping and Handling Fees and Costs," which was
         adopted by the Company in the fourth quarter of 2000.


2.       For each of the dates indicated, inventories consisted of the following
         (in thousands):

<TABLE>
<CAPTION>
                                                June 30,       December 30,
                                                  2001             2000
                                               ----------      -------------
<S>                                            <C>             <C>
         New and pre-owned manufactured homes   $114,751         $143,892
         Raw materials and work-in-process        41,626           44,980
         Other inventory                          25,854           28,893
                                               ----------       -----------
                                                $182,231         $217,765
                                               ==========       ===========
</TABLE>

3.       The income tax provision (benefit) differs from the amount of income
         tax determined by applying the applicable U.S. statutory federal income
         tax rate to pretax income (loss) as a result of the following
         differences (in thousands):
<TABLE>
<CAPTION>
                                                  Six Months Ended
                                             ---------------------------
                                              June 30,          July 1,
                                               2001              2000
                                             ---------        ----------
<S>                                          <C>              <C>
         Statutory U.S. tax rate             $(13,800)        $  2,600
         Change in rate resulting from:
            State taxes, net                   (1,000)             200
            Other                               1,000              600
                                             ---------        ----------
         Total provision (benefit)           $(13,800)        $  3,400
                                             =========        ==========
         Effective tax rate                        35%              45%
                                             =========        ==========
</TABLE>


4.       The Company has a revolving credit agreement, maturing in May 2003,
         with a group of banks for a $75 million secured line of credit. The
         facility may be increased to $90 million upon a majority vote of the
         bank group. The agreement allows for letters of credit up to $35
         million. Availability under the credit agreement is limited to a
         borrowing base calculated based on qualifying assets. For the second
         quarter of 2001, the calculated borrowing base averaged $73 million and
         the June 2001 calculated borrowing base was $75 million. As of June 30
         2001, the Company had no cash borrowings and $35 million of letters of
         credit outstanding under the facility.





                                                                    Page 5 of 16
<PAGE>   6



5.       Reconciliations of segment sales to consolidated sales and segment
         EBITA (earnings (loss) before interest, taxes, goodwill amortization
         and general corporate expenses) to consolidated operating income (loss)
         follow (in thousands):
<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                   ------------------------
                                                     June 30,     July 1,
                                                      2001         2000
                                                   ----------   -----------
<S>                                                <C>          <C>
     Net sales
        Manufacturing                              $ 351,199    $  439,277
        Retail                                       129,403       166,934
        Less: intercompany                           (52,400)      (73,000)
                                                   ----------   -----------
        Consolidated net sales                     $ 428,202    $  533,211
                                                   ==========   ===========

      Operating income
        Manufacturing EBITA                        $  19,372    $   19,917
        Retail EBITA (loss)                           (1,817)        4,225
        General corporate expenses                    (7,101)       (6,999)
        Intercompany profit elimination                    -         3,500
        Loss from independent retailer bankruptcy          -        (5,000)
        Goodwill amortization                         (2,882)       (3,477)
                                                   ----------   -----------
        Consolidated operating income              $   7,572    $   12,166
                                                   ==========   ===========
<CAPTION>

                                                       Six Months Ended
                                                   ------------------------
                                                     June 30,      July 1,
                                                      2001          2000
                                                   ----------   -----------
<S>                                                <C>          <C>
      Net sales
        Manufacturing                              $ 611,709    $  875,079
        Retail                                       237,805       334,441
        Less: intercompany                           (95,000)     (141,000)
                                                   ----------   -----------
        Consolidated net sales                     $ 754,514    $1,068,520
                                                   ==========   ===========

      Operating income (loss)
        Manufacturing EBITA                        $   8,916    $   33,015
        Retail EBITA (loss)                          (16,655)        9,480
        General corporate expenses                   (13,683)      (12,753)
        Intercompany profit elimination                    -         3,500
        Loss from independent retailer bankruptcy          -        (5,000)
        Goodwill amortization                         (5,761)       (6,906)
                                                   ----------   -----------
        Consolidated operating income (loss)       $ (27,183)   $   21,336
                                                   ==========   ===========
</TABLE>

         For the quarter ended June 30, 2001, manufacturing EBITA includes $1.0
         million of non-cash fixed asset impairment charges related to closed
         plants. For the six month period ended June 30, 2001, manufacturing
         EBITA includes $3.3 million of non-cash fixed asset impairment charges
         related to closed plants, and retail EBITA (loss) includes $3.2 million
         of non-cash fixed asset impairment charges and $2.2 million of lease
         termination and other costs associated with closures of retail sales
         centers. In the three and six months ended July 1, 2000, manufacturing
         EBITA includes $1.7 million of employee termination benefits paid upon
         the closure of three homebuilding facilities and a $4.4 million gain
         from a property insurance settlement. Retail floor plan interest
         expense not charged to retail EBITA totaled $2.2 million and $4.9
         million for the three and six months ended June 30, 2001 and $3.2
         million and $6.6 million for the three and six months ended July 1,
         2000, respectively.






                                                                    Page 6 of 16
<PAGE>   7



6.       As is customary in the manufactured housing industry, the majority of
         Champion's manufacturing sales to independent retailers are made in
         connection with repurchase agreements with lending institutions that
         provide wholesale floor plan financing to the retailers. Pursuant to
         these agreements, for a period of either 12 or 15 months from invoice
         date of the sale of the homes and upon default by the retailer and
         repossession by the financial institution, the Company is obligated to
         purchase the related floor plan loans or repurchase the homes from the
         lender. The maximum potential repurchase obligation at June 30, 2001
         was $320 million, without reduction for the resale value of the homes.
         This amount compares to $430 million at the beginning of the year and
         $560 million a year ago. Losses incurred upon the repurchase of homes
         totaled $3.3 million for the six months ended June 30, 2001 and $2.0
         million for the same period a year ago.

         At June 30, 2001 the Company was contingently obligated for additional
         purchase price of up to $80 million related to its 1999 and 1998
         acquisitions. Management currently believes that payment of none of
         this contingent purchase price is reasonably possible.

         Champion is contingently obligated for approximately $35 million under
         letters of credit and $48 million under surety bonds as of June 30,
         2001.


7.       During the quarter ended June 30, 2001, Champion closed two
         homebuilding facilities, resulting in non-cash fixed asset impairment
         charges of $1.0 million which were recorded in selling, general and
         administrative expenses. For the year-to-date period, non-cash fixed
         asset impairment charges and lease termination and other costs related
         to closed operations totaled $9.7 million.


8.       Substantially all of the Company's subsidiaries are guarantors of
         indebtedness under the $200 million Senior Notes. Separate financial
         statements for each guarantor subsidiary are not included in this
         filing because each guarantor subsidiary is fully, unconditionally,
         jointly and severally liable for the Senior Notes. In addition, the
         parent company issuer has no independent assets or operations and the
         non-guarantor subsidiaries of the Company, individually or in the
         aggregate, are minor in relation to consolidated totals of the Company.
         There are no significant restrictions on the ability of the parent
         company or any guarantor subsidiary to obtain funds from its
         subsidiaries by dividend or loan.


9.       During June 2001, Champion restructured the payment terms of a deferred
         purchase price liability totaling $32 million that was originally
         scheduled for payment in cash in June 2002. In July, 2001 $6 million of
         the obligation was paid in cash. The remaining $26 million is due in
         quarterly installments of $2 million without interest, and is payable,
         at Champion's option, in cash or common stock. A payment is not due
         following the quarter ended March 2002.





                                                                    Page 7 of 16
<PAGE>   8



10.      Subsequent to quarter end, Champion issued $20 million of a newly
         designated class of convertible preferred stock. The preferred stock
         has a seven-year term with a 5% annual dividend, which is payable in
         either cash or common stock, at Champion's option, and is convertible
         into common stock at a conversion price of $15.93 per share during the
         first six months. Six months after issuance the conversion price will
         be adjusted to 120% of the common stock's market value, subject to
         certain limitations. Following 24 months of issuance, the preferred
         stock is redeemable by the investor in either cash or common stock at
         the Company's option. At the investor's option, an additional $12
         million of preferred stock can be purchased over the next 21 months on
         similar terms.


11.      In July 2001, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
         Intangible Assets," which requires that goodwill not be amortized but
         instead be tested for impairment based on a reporting unit's fair value
         versus its carrying value. During the third and fourth quarters of
         2001, the Company will perform the transitional impairment tests
         required in order to determine each reporting unit's fair value, and
         thus the impact to the Company's financial statements. Champion will
         adopt SFAS 142 in January 2002. The adoption of this pronouncement will
         eliminate goodwill amortization expense, which currently approximates
         $0.18 per diluted share annually or $0.045 per quarter.




                                                                    Page 8 of 16
<PAGE>   9


               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations.

                          CHAMPION ENTERPRISES, INC.

                    THREE AND SIX MONTHS ENDED JUNE 30, 2001
                 VERSUS THREE AND SIX MONTHS ENDED JULY 1, 2000

CONSOLIDATED
(Dollars in millions)
<TABLE>
<CAPTION>
                                           Three Months Ended
                                          ---------------------
                                           June 30,     July 1,     %
                                             2001        2000     Change
                                          ---------   ---------   ------
<S>                                       <C>         <C>         <C>
Net sales
  Manufacturing                           $  351.2    $  439.3    (20%)
  Retail                                     129.4       166.9    (22%)
  Less:  intercompany                        (52.4)      (73.0)
                                          ---------   ---------
Total net sales                           $  428.2    $  533.2    (20%)
                                          =========   =========

Gross margin                              $   76.4    $   85.4    (11%)
SG&A                                          68.8        73.2     (6%)
                                          ---------   ---------
Operating income                          $    7.6    $   12.2
                                          =========   =========

As a percent of sales
  Gross margin                               17.8%       16.0%
  SG&A                                       16.1%       13.7%
  Operating income                            1.8%        2.3%

<CAPTION>
                                             Six Months Ended
                                          ---------------------
                                           June 30,     July 1,     %
                                            2001         2000     Change
                                          ---------   ---------   ------
<S>                                       <C>         <C>         <C>
Net sales
  Manufacturing                           $  611.7    $  875.1    (30%)
  Retail                                     237.8       334.4    (29%)
  Less:  intercompany                        (95.0)     (141.0)
                                          ---------   ---------
Total net sales                           $  754.5    $1,068.5    (29%)
                                          =========   =========

Gross margin                              $  121.2    $  169.4    (28%)
SG&A                                         148.4       148.1      -
                                          ---------   ---------
Operating income (loss)                   $  (27.2)   $   21.3
                                          =========   =========

As a percent of sales
  Gross margin                               16.1%       15.9%
  SG&A                                       19.7%       13.9%
  Operating income (loss)                    (3.6%)       2.0%
</TABLE>

Consolidated revenues decreased 20% for the quarter and 29% year-to-date. The
effects of challenging industry conditions, including tightened consumer credit
standards and high consumer repossession levels continue to impact net sales. As
a result of these conditions we are operating fewer manufacturing facilities and
retail sales centers than a year ago. During the past twelve months we have
closed and consolidated eight manufacturing facilities and 83 sales centers.

Gross margin dollars for the three and six months ended June 30, 2001 were $9
million and $48 million less than in 2000, respectively. The decrease in gross
margin dollars for the quarter is due to the $105 million decline in
consolidated net sales, partially offset by reduced material cost of sales and
the net effect of the following items that occurred last year. Gross margin
dollars for the three months ended July 1, 2000 included a $5 million charge for
additional write down of the repurchased homes from the 1999 independent
retailer bankruptcy and $1.7 million of employee termination benefits paid






                                                                    Page 9 of 16
<PAGE>   10
upon the closure of three homebuilding facilities, partially offset by a $3.5
million reduction in the intercompany profit in inventory as a result of lower
manufacturing margins and declining inventories at the retail segment. Second
quarter 2001 gross margin as a percent of sales improved versus the prior year
primarily due to the prior year items mentioned above and current quarter lower
material costs. The decrease in gross margin dollars for the six months is
primarily due to the $314 million decline in consolidated net sales partially
offset by lower material costs in the current period and the second quarter 2000
items discussed above.

Second quarter 2001 selling, general and administrative expenses ("SG&A")
include a $1 million non-cash fixed asset impairment charge due to the closure
of two manufacturing facilities, but are lower than in 2000 due to operating
fewer homebuilding facilities and sales centers and the reduction in sales. SG&A
for the three months ended July 1, 2000 were reduced by a $4.4 million gain from
a property insurance settlement. The increase in quarterly SG&A as a percentage
of sales is also due to these items plus the impact of lower sales on fixed SG&A
costs. SG&A for the six month period ended June 30, 2001 was comparable to the
prior year. Lower SG&A in the current year from operating fewer manufacturing
facilities and sales centers and the reduction in sales was offset by $6.5
million of fixed asset impairment charges and $2.2 million of lease termination
and other costs related to the closing of four homebuilding facilities and 30
retail sales centers and the prior year gain of $4.4 million.

MANUFACTURING OPERATIONS
<TABLE>
<CAPTION>
                                          Three Months Ended
                                         --------------------
                                          June 30,    July 1,        %
                                           2001        2000       Change
                                         -------      -------     -------
<S>                                      <C>          <C>         <C>
Net sales (in millions)                  $ 351.2      $ 439.3      (20%)
EBITA (in millions)                      $  19.4      $  19.9       (3%)
EBITA margin %                               5.5%         4.5%
Homes sold                                10,918       14,961      (27%)
Floors sold                               19,516       25,609      (24%)
Multi-section mix                             76%          69%
Average home price                       $30,800      $28,100       10%

<CAPTION>

                                           Six Months Ended
                                         --------------------
                                         June 30,     July 1,        %
                                           2001         2000      Change
                                         -------      -------     -------
<S>                                      <C>          <C>         <C>
Net sales (in millions)                  $ 611.7      $ 875.1      (30%)
EBITA (in millions)                      $   8.9      $  33.0      (73%)
EBITA margin %                               1.5%         3.8%
Homes sold                                19,128       30,312      (37%)
Floors sold                               34,212       51,310      (33%)
Multi-section mix                             76%          67%
Average home price                       $30,700      $27,600       11%
Manufacturing facilities at period end        49           57      (14%)
</TABLE>



Manufacturing sales declined 20% and 30% for the three and six month periods
ended June 30, 2001, respectively. Challenging market conditions continue to
affect sales volume with Champion's wholesale homes and floors sold declining
36.9% and 33.3% this year versus the same period last year. According to data
reported by the National Conference of States on Building Codes and Standards,
U.S. industry wholesale shipments for the first half of 2001 decreased 34.7% in
homes and 32.0% in floors from the comparable 2000 period. Our average home
wholesale price increased 10% versus the same quarter last year, primarily due
to the increase in multi-section mix. Of our total wholesale shipments for the
quarter, 87% were to independent retailers and 13% were to company-operated
sales centers. Due to market conditions, we closed two manufacturing facilities
in this year's second quarter in addition to two facilities we closed in the
first quarter.






                                                                   Page 10 of 16
<PAGE>   11

Second quarter manufacturing EBITA declined only 3% despite a 20% decline in
sales. Manufacturing EBITA for the second quarter 2001 was favorably affected by
lower material costs, partially offset by a $1 million fixed asset impairment
charge from the closure of two manufacturing facilities. Segment EBITA for the
three months ended July 1, 2000 includes $1.7 million of employee termination
benefits paid upon the closure of three homebuilding facilities and a $4.4
million gain from a property insurance settlement.

Segment EBITA has declined by $24 million or 73% for the six months ended June
30, 2001 versus the same period in 2000 primarily due to lower gross margin
dollars from the 30% reduction in manufacturing sales, $3.3 million of fixed
asset impairment charges for the closure of four homebuilding facilities and the
prior year $4.4 million insurance settlement gain. These items are partially
offset by reduced material costs in the current period and the prior year $1.7
million charge for employee termination costs. EBITA margins as a percentage of
sales have declined for the same reasons mentioned above.

Although dealer orders can be cancelled at anytime without penalty, and unfilled
orders are not necessarily an indication of future business, the Company's
unfilled orders for wholesale housing at June 30, 2001 totaled approximately $43
million, compared to $15 million at December 30, 2000 and $28 million a year
ago.

RETAIL OPERATIONS

<TABLE>
<CAPTION>
                                            Three Months Ended
                                           ---------------------
                                            June 30,    July 1,          %
                                             2001        2000          Change
                                           ---------   ---------      ---------
<S>                                        <C>         <C>            <C>
Net sales (in millions)                    $  129.4     $  166.9         (22%)
EBITA (loss) (in millions)                 $   (1.8)    $    4.2        (143%)
EBITA margin %                                 (1.4%)        2.5%
New homes sold                                2,183        3,176         (31%)
Pre-owned homes sold                            529          713         (26%)
Total homes sold                              2,712        3,889         (30%)
% Champion-produced new homes sold               86%          69%
New multi-section mix                            72%          61%
Average new home price                     $ 55,900     $ 49,700          12%
Average number of new homes sold
  per sales center per month                    3.2          3.7         (14%)

<CAPTION>

                                             Six Months Ended
                                           ---------------------
                                            June 30,    July 1,           %
                                              2001       2000          Change
                                           ---------   ---------      ---------
<S>                                        <C>         <C>            <C>
Net sales (in millions)                    $  237.8     $  334.4         (29%)
EBITA (loss) (in millions)                 $  (16.7)    $    9.5        (276%)
EBITA margin %                                 (7.0%)        2.8%
New homes sold                                4,007        6,491         (38%)
Pre-owned homes sold                          1,042        1,619         (36%)
Total homes sold                              5,049        8,110         (38%)
% Champion-produced new homes sold               85%          69%
New multi-section mix                            71%          59%
Average new home price                     $ 55,700     $ 48,500          15%
Average number of new homes sold
  per sales center per month                    2.8          3.8         (26%)
Average number of new homes in
  inventory per sales center
  at period end                                  15           18         (17%)
Sales centers at period end                     230          291         (21%)
</TABLE>

Retail sales decreased 22% and 29% for the three and six month periods ended
June 30, 2001, respectively. The sales decline is primarily due to challenging
industry conditions and a decline in the number of sales centers. We operated
230 sales centers at June 30, 2001 compared to 291 one year ago.



                                                                   Page 11 of 16

<PAGE>   12
Based on data reported by Statistical Surveys, Inc., we believe that industry
retail sales of new homes in the first five months of 2001 dropped approximately
37% from prior year levels. Our average new home selling price increased by 12%
versus the same quarter last year, primarily due to the sale of a greater
proportion of higher-priced, multi-section homes.

Retail EBITA for the quarter ended June 30, 2001 declined $6 million compared to
the same quarter last year primarily due to reduced gross margin from the $38
million reduction in retail sales. In addition, retail segment gross margin as a
percentage of sales has decreased due to the Company's efforts to reduce
inventory and sell older homes. Our company-owned stores have reduced the
average number of new homes in inventory per sales center to 15 new homes at
June 30, 2001 compared to 18 new homes last quarter and a year ago. Retail EBITA
for the six months ended June 30, 2001 decreased by $26 million compared to the
same period a year ago. The decline in the segment margin is primarily due to
the $97 million reduction in sales and $5.4 million of costs to close 30 sales
centers. Additionally, reduced income from loan origination fees, insurance and
other commissions as a result of lower sales volume impacted margins.

REPURCHASE OBLIGATIONS

The Company enters into repurchase agreements with lending institutions that
provide wholesale floor plan financing to independent retailers. At June 30,
2001 the maximum contingent repurchase obligation was approximately $320
million, without reduction for the resale value of the homes. For the six months
ended June 30, 2001, Champion paid $17.0 million and incurred losses of $3.3
million for the repurchase of 562 homes resulting from defaults by independent
retail companies. In the same period last year, the Company incurred losses of
$2.0 million and paid $6.4 million for the repurchase of 220 homes.

                         LIQUIDITY AND CAPITAL RESOURCES

Cash balances totaled $36 million at June 30, 2001. For the six months ended
June 30, 2001, cash provided by operations was $28 million. Expenditures during
2001 included $3 million for capital improvements, $10 million for payments
related to 1998 acquisitions, and $2 million for investments in and advances to
unconsolidated subsidiaries. Approximately $29 million was used to reduce the
Company's floor plan payable.

During 2001, accounts receivable and accounts payable increased due to
seasonality and year end levels generally being low due to the holidays and
vacations. Inventories and floor plan payable decreased during the six month
period ended June 30, 2001 due to continued efforts to reduce inventories
throughout our retail organization in response to industry conditions.

The Company has a $75 million revolving credit agreement, maturing in May 2003,
with a group of banks. The facility may be increased to $90 million upon a
majority vote of the bank group. The agreement allows for letters of credit up
to $35 million. Availability under the credit agreement is limited to a
borrowing base calculated based on qualifying assets. For the second quarter of
2001, the calculated borrowing base averaged $73 million and the June 2001
calculated borrowing base was $75 million. At the end of June 2001, there were
$35 million of letters of credit and no cash borrowings outstanding under the
credit facility, resulting in loan availability of $40 million. Through June
2001, we were in compliance with the agreement's financial performance covenants
and believe that we will be in compliance throughout 2001.

In June 2001 we restructured the payment terms of a deferred purchase price
liability totaling $32 million that was originally scheduled for payment in cash
in June 2002. In July 2001, $6 million of the obligation was paid in




                                                                   Page 12 of 16

<PAGE>   13
cash. The remaining $26 million is due in quarterly installments of $2 million
without interest, and is payable, at our option, in cash or common stock. A
payment is not due following the quarter ended March 2002.

In July 2001 Champion issued $20 million of a newly designated class of
convertible preferred stock. The preferred stock has a seven-year term with a 5%
annual dividend, which is payable in either cash or common stock, at Champion's
option, and is convertible into common stock at a conversion price of $15.93 per
share during the first six months. Six months after issuance the conversion
price will be adjusted to 120% of the common stock's market value, subject to
certain limitations. Following 24 months of issuance, the preferred stock is
redeemable by the investor in either cash or common stock at the Company's
option. At the investor's option, an additional $12 million of preferred stock
can be purchased over the next 21 months on similar terms.

Champion plans to spend less than $10 million in 2001 on capital expenditures.
Borrowings under the bank credit facility may be necessary in the future for
capital improvements and to meet seasonal working capital needs. The Company
does not plan to pay cash dividends in the near term.

Currently, there are five primary national floor plan lenders, which finance a
substantial portion of floor plan borrowings of Company-owned and independent
retailers. We finance most of the new home inventory at our Company-owned stores
through borrowings from floor plan lenders.

Conseco Finance (Conseco) is our primary floor plan lender, with $59 million of
borrowings outstanding at the end of the quarter. In March 2001, we reached an
agreement with Conseco to reduce our floor plan borrowings with them to $60
million by June 30, 2001 and $40 million by September 30, 2001. Since June 2000
we have reduced our floor plan borrowings with Conseco by over $60 million
through inventory reductions and proceeds from new floor plan lines of credit
with two other financial institutions. Additional reductions of Conseco floor
plan borrowings will occur by reducing inventory, obtaining additional financing
from other lenders and using cash from operations.

The Company believes that its cash balances, including the proceeds from the
July 2001 preferred stock issuance, cash flows from operations and availability
under its bank line of credit facility and floor plan arrangements will be
adequate to meet its anticipated financing needs, operating requirements and
capital expenditures for the next twelve months. We are seeking alternative
finance sources in order to further reduce our floor plan borrowings with
Conseco. We may also seek additional sources of capital. However, there can be
no assurance that we will be able to secure additional floor plan borrowings or
additional capital. In the event the Company is required to further reduce its
total floor plan borrowings or the availability under its credit facility or
operating cash flow is insufficient to finance its operations and alternative
financing or capital is unavailable, there could be an adverse impact on our
liquidity.


                           FORWARD LOOKING STATEMENTS

Certain statements contained in this report, including the Company's plans,
anticipated capital expenditures, new market initiatives, and the adequacy of
cash to meet financing needs, could be construed as forward looking statements
within the meaning of the Securities Exchange Act of 1934. In addition, Champion
or persons acting on its behalf may from time to time publish or communicate
other items which could also be construed to be forward looking statements.
Statements of this sort are or will be based on the Company's estimates,
assumptions and projections, and are subject to risks and uncertainties,
including those contained in Champion's most recently filed Annual Report on
Form 10-K, that could cause actual results to differ materially from those
included in the forward looking statements.



                                                                   Page 13 of 16


<PAGE>   14

If one or more of these risks or uncertainties materialize, or if underlying
assumptions prove incorrect, actual results may vary materially from those
expected, estimated or projected. The Company does not undertake to update its
forward looking statements or risk factors to reflect future events or
circumstances.

     Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     The Company's floor plan borrowings at June 30, 2001 were $85 million and
are subject to interest primarily based on the U.S. prime interest rate. A 100
basis point increase in the prime rate would result in additional annual
interest cost of $0.9 million, assuming average floor plan borrowings of $85
million.






                                                                   Page 14 of 16
<PAGE>   15


                             PART II. OTHER INFORMATION

        Item 4. Submission of Matters to a Vote of Security Holders.

        On May 1, 2001 the registrant held its 2001 Annual Meeting of
Shareholders at which the following matters were submitted to a vote of security
holders with results as follows:


    1.  Election of Directors

<TABLE>
<CAPTION>
               Nominee              Votes For         Votes Withheld
               -------              ----------        --------------
<S>                                 <C>               <C>
        Robert W. Anestis           36,793,656          4,866,666
        Selwyn Isakow               36,869,436          4,790,886
        Brian D. Jellison           41,030,666            629,656
        Ellen R. Levine             41,001,961            658,361
        George R. Mrkonic           36,817,952          4,842,370
        Carl L. Valdiserri          36,838,876          4,821,446
        Walter R. Young             36,782,257          4,878,065
</TABLE>

    2.  Proposal to Re-approve the Performance Goals Under the 1995 Stock
        Option and Incentive Plan

        Votes for - 37,363,848
        Votes against - 4,233,146
        Votes withheld/abstentions - 63,328


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


   (a)  The following exhibits are filed as part of this report:

Exhibit No.                     Description
-----------                     -----------

    11  Statement Regarding Computation of Per Share Earnings.


    (b) On April 18, 2001; May 16, 2001; June 19, 2001; July 9, 2001 and July
        19, 2001 Champion filed current reports on Form 8-K.





                                                                   Page 15 of 16
<PAGE>   16


                                  SIGNATURES

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



                                      CHAMPION ENTERPRISES, INC.

                                   By: /s/  ANTHONY S. CLEBERG
                                      ----------------------------
                                      Anthony S. Cleberg
                                      Executive Vice President and
                                      Chief Financial Officer
                                      (Principal Financial Officer)




                                  And: /s/  RICHARD HEVELHORST
                                      -----------------------------
                                      Richard Hevelhorst
                                      Vice President and Controller
                                      (Principal Accounting Officer)




Dated:  August 9, 2001




                                                                   Page 16 of 16


<PAGE>   17







                                 Exhibit Index





Exhibit No.                   Description
-----------                   -----------
    11                  Statement Regarding Computation of Per Share Earnings.