A Book in Omaha
Every year for several years, a University of Tennessee finance professor named Al Auxier took a class of about forty students to Omaha to meet
Warren Buffett. The visit followed a routine: a tour of Nebraska Furniture Mart and Borsheim's, a steak at Gorat's, and then two hours of questions at Berkshire Hathaway's offices in Kiewit Plaza. At the end, the students gave Buffett a thank-you present. In earlier years it had been a signed football and a basketball from Tennessee's women's team.
In early 2003 the students brought a book. It was First a Dream, the recently published autobiography of Jim Clayton, a Tennessee graduate who had grown up on a sharecropper's farm, sung on local television, and built Clayton Homes into the largest seller of manufactured housing in the United States.
Buffett already knew the company. He had earlier bought distressed debt of one of its rivals, Oakwood Homes, a purchase he later called a mistake. Oakwood soon went bankrupt, and in the process he learned how badly lending practices had deteriorated across the industry. Clayton, he concluded, had behaved considerably better than its major competitors. He told the students how much he admired Clayton's record. Auxier suggested he tell Kevin Clayton, Jim's son and the company's chief executive, directly. Buffett called. On April 1, 2003,
Berkshire Hathaway announced an agreement to buy Clayton Homes for about $1.7 billion in cash.
That is how Buffett told it in his next letter to shareholders, and it is a good story. Later reporting added context. Auxier told the Center for Public Integrity in 2015 that the Claytons had initiated the contact, with Kevin Clayton asking through him whether Buffett might be interested in a business relationship. The company needed large amounts of financing at a time when lenders had fled the industry. Both versions can be true: a book, a phone call and a need for capital arrived at the same moment. The deal that followed was one of Buffett's most contested acquisitions.
It was also the end point of a career that had started nearly fifty years earlier on a used-car lot in Knoxville.
By the Numbers
Jim Clayton and Clayton Homes
1956Year Clayton opened his first used-car lot in Knoxville
$25,000Bank loan that launched the first Clayton Homes lot, 1966
0.4%Bad-loan charge-offs as a share of sales, about a third of rivals' rate
54Consecutive quarters of record earnings before October 2000
52.4%Share of outstanding stock voting for the Berkshire merger, July 2003
$1.7BPrice Berkshire Hathaway paid for Clayton Homes, 2003
Cotton Rows in West Tennessee
James L. Clayton was born on March 2, 1934, in Finger, a small community in West Tennessee. His parents were sharecroppers, keeping part of what they raised and handing over the rest to the landowner. The family house had a tin roof and no plumbing or electricity. Accounts of his childhood, drawn largely from his own telling, have him dragging cotton rows with a log pulled by a mule by the age of five, earning twenty-five cents a day, and farming his own cotton patch by twelve. He walked about four miles to school.
He wanted to be a country singer. When he finished high school, his father hoped he would stay on the farm. Instead he packed his clothes and his guitar and left for Memphis, where he enrolled at Memphis State, sold vacuum cleaners, and played honky-tonks at night.
After his first year he transferred to the University of Tennessee in Knoxville to study engineering. He joined the Sigma Phi Epsilon fraternity, earned a first-class radio broadcast engineer's license, and went to work at the Knoxville television station WATE. He graduated in 1957.
His younger brother, Joe, followed him into business. The two would be partners for decades, and their story is hard to tell apart for its first twenty-five years.
The Car Lot
Clayton got into selling cars by accident. As a student he sold his own car through the classified ads, found that he enjoyed it, and started buying and reselling others, with fraternity brothers helping out, until the state told him he needed a proper lot and a dealer's license. In 1956 he opened a small used-car lot in North Knoxville. By the time he graduated, he was earning more from selling cars than from his job at the television station.
Joe joined him, and the business grew. The brothers took on a Volvo franchise in 1958, one of the first in the area, added other import franchises the next year, and bought an American Motors franchise in 1960.
Then it came apart. In 1961 a Knoxville bank called in a loan, and the car business went into bankruptcy. Joe Clayton's son later told the Knoxville News Sentinel that loan troubles had pushed the brothers into bankruptcy in their early years. Jim Clayton's response was to go to law school. He and Joe soon opened a second used-car business on the same lot, and he earned his law degree from the University of Tennessee in 1964.
Star Time
The thing that made Jim Clayton famous in East Tennessee was a television show. He did his own commercials for the car lot, strumming a guitar and talking into the camera. Those spots grew into Star Time, a weekly variety program on Knoxville television that he hosted from 1960 to 1976.
The show featured country, gospel, rock and folk acts from around the region. One frequent guest was a young singer from Sevier County named
Dolly Parton, and Clayton often sang duets with her. For sixteen years, viewers across East Tennessee watched the man who sold them cars sing on television. The show was entertainment, and it was also the most effective advertising his businesses ever had. It delivered a large regional audience and a steady flow of buyers to the lot.
He never became the country star he had wanted to be as a boy. He did become something unusual: a salesman known across a whole region. Everything he built afterward drew on that familiarity.
The Lot Across the Highway
Clayton's first mobile-home sales came, like his first car sales, almost by chance. By one account he sold two mobile homes on behalf of law-school classmates who were leaving Knoxville after graduation. By another, drawn from his own biography, he bought a badly burned mobile home, rebuilt it and sold it. He also knew the product from experience, having lived in a small mobile home himself while he was a student.
In 1966 he borrowed $25,000 from a local bank and opened a Clayton Homes lot on Clinton Highway, across the road from the car dealership. He quickly found that selling mobile homes was a lot like selling cars, except that the margins were higher. The timing and place were good. The Southeast was the country's largest market for mobile homes, and the region's best-known car salesman was now selling them.
Clayton learned early that speed mattered more than margin. He was willing to accept a smaller profit on each unit to move it off the lot quickly. Because his inventory turned over fast, the cost of financing it, a heavy burden for most dealers, stayed low relative to his sales. By 1970 the lot was selling about 700 homes a year.
He did not stay a retailer for long. Around the end of the 1960s he opened his first factory to build the homes himself; accounts put the date between 1969 and 1971. Soon the housing business had outgrown the car business in his attention, and in 1981 the brothers divided their holdings. Joe took the automobile dealerships, including Clayton Volvo. Jim took Clayton Homes.
Build, Sell, Finance, Insure
In 1974 Clayton set up a finance subsidiary, Vanderbilt Mortgage and Finance, to lend to the people who bought his homes. It was the piece that made the rest of the model work.
By then the company built the homes in its own plants and sold them on its own lots. Through Vanderbilt it financed the purchases. Over time it added insurance on the homes and communities where they could be placed. A customer who walked onto a Clayton lot could produce revenue for the company in four separate ways. The finance arm in particular became a major profit source: by 1992, nearly half of the company's profits came from financial services.
That structure created an obvious temptation. A salesperson paid on volume has every reason to write loans to buyers who cannot repay them, because the salesperson is paid today and the default comes later. Clayton's answer was to make the sales manager responsible for half of any bad loan. According to the International Directory of Company Histories, the policy held the company's bad-loan charge-offs to about 0.4 percent of sales, around a third of what its main competitors reported.
The same discipline showed in how the company approached its customers. When the market weakened from the mid-1980s into the early 1990s, Clayton worked out the monthly payment its typical buyer could handle, about $200, and designed homes backward from that figure. The goal was a house that could be built, sold and financed within the budget of a working family.
Growing Through the Bust
Clayton Homes went public in June 1983, and within two years its stock was listed on the New York Stock Exchange. The industry turned down almost at once. Manufactured-home shipments fell 40 percent in 1984, and the slump lasted until 1991. Clayton's two closest competitors, Oakwood Homes and Fleetwood Enterprises, were hit especially hard in Texas, where the collapse in oil prices wrecked the local economy. Clayton had not yet entered Texas.
Over those years, according to the same company history, Clayton's earnings per share grew at a compound annual rate of 23 percent, and its share of mobile-home sales rose from 1.8 percent to 7.4 percent. Revenue went from $122 million in 1985 to $476 million in 1993. Forbes named Clayton Homes to its list of the 200 best small companies in America for several consecutive years around 1989, and in 1991 Clayton himself received a Horatio Alger Award, in a class that also included Colin Powell. The same year he made the Forbes 400 list of the richest Americans for the first time.
By 1991 the company ran ten factories, 125 company-owned sales centers and a network of more than 300 independent dealers in 24 states. About three-quarters of its market lay within a day's trip of one of its Tennessee plants. Clayton was also branching out. In 1983 he founded BankFirst, a group of East Tennessee banks, which he took public in 1998 and sold to BB&T in 2000.
He described the lesson of building a company in a line the Horatio Alger Association still carries on its profile of him.
Any founder has pulled off a miracle. Companies just don't become successful automatically. It takes timing, teamwork, and luck.
— Jim Clayton, Horatio Alger Association member profile
Handing Over the Keys
The 1990s were Clayton Homes' best decade. Lower interest rates revived the industry, and the South, where most of Clayton's business was, led the recovery. The homes themselves improved; by the mid-1990s, factory-built houses from Clayton's plants offered cathedral ceilings, fireplaces and walk-in closets and took days rather than months to build. In 1996 the company posted its sixteenth straight year of record earnings, and in 1997 revenue passed $1 billion, a goal it had set five years earlier. It kept building plants, including new factories in Arizona and Kentucky, and buying manufactured-home communities.
Several outside forces helped. In 1995 the federal government removed tax incentives for building multifamily apartments, the main alternative for many blue-collar and retired renters. Low-paid service jobs were replacing better-paid factory work in much of the South, and a manufactured home selling for around $20,000 was within reach of a service worker in a way that a new site-built house was not.
Clayton also built out the land side of the business. It had opened its first manufactured-home community in Texas in 1987, and by 1991 it had communities in Tennessee, North Carolina, Michigan and Missouri, some laid out like subdivisions with tennis courts, clubhouses and stocked ponds. After buying three more communities in Virginia and South Carolina in 1998, it owned seventy, with about 18,900 home sites. The same year it bought nine retail centers in Kentucky and Tennessee from Loving Homes. In 1999 Forbes put Clayton on its Platinum 400 list of the best-performing large companies in the country.
In 1999, in a long-planned succession, Jim Clayton handed the chief executive's job to his son Kevin, who had joined the company in the 1980s and worked in several of its divisions. Jim was sixty-five. He stayed on as chairman.
The timing was fortunate. The industry was about to go through a severe crash. During the late 1990s, much of manufactured-home lending had come to depend on securitization, in which loans were bundled and sold to outside investors. That separated the people who made the loans from the people who bore the losses. Many lenders and dealers wrote loans that were never likely to be repaid, and when defaults arrived, they came in waves. In October 2000, after fifty-four consecutive quarters of record earnings, Clayton reported an 18 percent fall in profits. Across the industry, more than eighty factories closed. Clayton slowed production but kept all twenty of its plants open and stayed profitable, but its own earnings depended heavily on selling its loans through securitizations, and that market had become expensive and unreliable.
The Berkshire Deal
This was the situation when the students arrived in Omaha with Clayton's book. In his 2003 letter, Buffett described what he had learned about the industry from his losses on Oakwood.
Much of its volume a few years back came from buyers who shouldn't have bought, financed by lenders who shouldn't have lent.
— Warren Buffett, Berkshire Hathaway shareholder letter, 2003
He was careful to separate the product from the way it was sold. Manufactured housing, he wrote, could deliver very good value, had accounted for more than 15 percent of the homes built in the United States for decades, and had steadily improved in quality and variety. The trouble lay in distribution and finance. A sound model, in his view, would require significant down payments and shorter loans, and the industry would probably be smaller than in the 1990s as a result.
Buffett wrote that he made his offer based on Jim Clayton's book, his assessment of Kevin Clayton, the company's public financial statements, and the lessons of Oakwood. Clayton's board was receptive, he said, because it understood that the financing the company would need might be hard to find elsewhere. Kevin Clayton told reporters at the time that access to Berkshire's capital was not so much an advantage as a necessity.
Many outside shareholders disagreed with the price. Berkshire offered $12.50 a share in cash. Institutional investors, including the California Public Employees' Retirement System, pledged to vote against it, arguing the company was worth more. Orbis Investment Management, which owned about 5 percent of the stock, sued in Delaware to delay the vote; a judge declined to stop it. Cliffwood Partners asked the Clayton family and management not to vote their shares. The private-equity firm Cerberus Capital Management expressed interest in bidding but did not make a firm offer. The company delayed the vote once.
On July 30, 2003, the merger was approved, with about 52.4 percent of outstanding shares voting in favor. The New York Times described it the next day as a protracted battle won by a slim margin. Clayton Homes became a wholly owned subsidiary of Berkshire Hathaway and moved off the stock exchange.
The Claytons worked to make the change of ownership feel personal. Fast Company, reporting on the deal in early 2004, described Buffett in Omaha rehearsing a song over a speakerphone while Jim Clayton played guitar in Maryville, the two of them practicing for a meeting to introduce Buffett to Clayton's employees. The magazine's account also gave the dissenting shareholders their say: many believed the company had been sold too cheaply to the one buyer whose interest should have signaled it was worth more.
Buffett did not forget the students. In October 2003 he went to Knoxville for a surprise "graduation" ceremony, put on a mortarboard, and gave each of the students a Berkshire Class B share. Clayton, meanwhile, agreed to buy the assets of Oakwood Homes, the bankrupt competitor whose failure had taught Buffett about the industry. The purchase was completed in 2004.
After the Sale
Under Berkshire, Clayton Homes kept growing. It became the country's largest builder of manufactured homes and its largest lender on them, and it expanded into modular and site-built houses through acquisitions of conventional homebuilders from 2015 onward. By the company's own count, it built about 59,000 homes in 2025.
Its lending practices also drew scrutiny. In 2015 the Center for Public Integrity and The Seattle Times published an investigation alleging that Clayton relied on predatory sales practices, high fees and interest rates that could exceed 15 percent, and that some buyers, including minority borrowers, were steered into loans they could not afford. Clayton said it helped customers find homes within their budgets. Berkshire issued a statement on the company's behalf disputing the report, and Buffett publicly defended Clayton's lending, saying he had not received a single letter of complaint in the previous three years. The dispute concerned the company's conduct years after Jim Clayton had stepped back from running it, but it touched the model he had built, in which the same company sells the home and makes the loan.
Jim Clayton stayed in business on his own account. In 2002 he bought First State Bank in Henderson, Tennessee, near where he grew up, and added other banks to form what became Clayton Bank and Trust. He founded the Clayton Family Foundation in 1990, and his gifts included $3.25 million toward the construction of the Knoxville Museum of Art, $1 million to establish a center for entrepreneurial law at the University of Tennessee College of Law, and donations to Freed-Hardeman University in Henderson.
Clayton has been a pilot for most of his adult life. On August 3, 2020, a helicopter he was piloting crashed into the Tennessee River in Knoxville while landing. Clayton and two passengers were rescued by a nearby pontoon boat. His brother Joe, eighty-four, his business partner for most of his life, died. "I am devastated and completely heartbroken by the loss of my wonderful brother, Joe," Clayton said in a statement reported by the Knoxville News Sentinel. In 2022 the National Transportation Safety Board concluded that the helicopter had entered a vortex ring state during the approach and cited the pilot's failure to arrest the descent.
His philanthropy has not always gone to plan. In 2018 he pledged $100 million to build a science museum in Knoxville, plus a $50 million endowment, on the site of the city's old police headquarters. In April 2025 the city announced that he had withdrawn the commitment. Later that year he pledged $25 million, contingent on city council approval, to expand Muse Knoxville, the city's children's museum, and offered to return the old police site to the city.
The Singing Salesman
Forbes profiled Clayton in 1992 under the headline "The Singing Mobile Home Salesman," and the phrase captures most of what made him effective. He was a performer who understood that trust in a salesman can be built before the customer arrives on the lot. He was an engineer who designed homes backward from a monthly payment. He was a lawyer who built his company around a loan book and wrote rules to stop his own salespeople from gaming it.
His model had a built-in tension that he recognized early. When one company builds the house, sells it and makes the loan, it can serve buyers whom banks will not touch, and it can also profit from buyers who should not have borrowed. For most of his time in charge, Clayton managed that tension better than his competitors did, which is why Buffett singled the company out. The debate over how well the company has handled it since is part of his legacy too.
What remains unusual about his path is how many separate careers fed a single business. The farm taught him what his customers could afford. The television studio taught him how to be trusted by people he had never met. The law school taught him how a loan contract works. The factory floor taught him what a house costs to build. Few founders in any industry have brought all four to the same lot.
I already knew the company to be the class act of the manufactured housing industry, knowledge I acquired after earlier making the mistake of buying some distressed junk debt of Oakwood Homes, one of the industry's largest companies.
— Warren Buffett, Berkshire Hathaway shareholder letter, 2003