Champion Enterprises 8-K/A Financial Statements and Exhibits

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
For the three months ended April 1, 2006

     The following unaudited pro forma combined financial statements of Champion Enterprises, Inc. (“Champion”) give effect to the acquisition of Calsafe Group (Holdings) Limited and its operating subsidiary Caledonian Building Systems Limited (collectively “Calsafe”) by a wholly-owed subsidiary of Champion Enterprises, Inc. On April 7, 2006, Champion acquired 100% of the capital stock of Calsafe for aggregate cash consideration of approximately $100 million plus potential contingent purchase price of up to approximately $6.4 million and additional potential contingent consideration of be paid over four years. The final purchase price will ultimately be determined based upon the achievement of certain financial benchmarks over the three years and three quarters ending December 2009. The transaction was financed through a combination of a pound Sterling denominated term loan and cash.

      Pro forma adjustments related to the pro forma combined balance sheet have been determined assuming the acquisition was consummated on April 1, 2006. The pro forma combined balance sheet combines Champion’s unaudited consolidated balance sheet as of April 1, 2006 with Calsafe’s audited consolidated balance sheet as of April 7, 2006. The pro forma combined income statement combines the companies’ respective income statements as if the combination had occurred at the beginning of the quarter ended April 1, 2006 and April 7, 2006, respectively. The unaudited pro forma combined financial statements are based on the assumptions and adjustments described in the accompanying notes. The pro forma combined income statement is not necessarily indicative of operating results that would have been achieved had the combination been consummated as of the beginning of the period presented and should not be construed as representative of future operations. You should read the unaudited pro forma combined financial statements in conjunction with the historical consolidated financial statements, including related notes, filed as part of our Annual Report on Form 10-K for the year ended December 30, 2006 and our Quarterly Report on Form 10-Q for the three months ended April 1, 2006.

CHAMPION ENTERPRISES, INC.
UNAUDITED PRO FORMA INCOME STATEMENT
FOR THE THREE MONTHS ENDED APRIL 1, 2006
(IN THOUSANDS, EXCEPT PER SHARE DATA)

					Pro Forma
	Champion		Calsafe		Adjustments			Pro Forma
	(A)		(B)
Net sales	$	346,529	$	40,191	$	—		$	386,720
Cost of sales		292,236		32,287		44	(1)		324,567
Gross margin		54,293		7,904		(44	)		62,153
Selling, general, and administrative expenses		37,231		2,567		61	(2)		39,859
Amortization of intangibles		92		468		423	(3)		983
Operating income (loss)		16,970		4,869		(528	)		21,311
Interest expense, net		2,070		1,650		(254)	(4)		3,466
Income (loss) from continuing operations before income taxes		14,900		3,219		(274	)		17,845
Income tax expense (benefit)		1,200		1,106		(96)	(5)		2,210
Income (loss) from continuing operations	$	13,700	$	2,113	$	(178	)	$	15,635
Basic income per share from continuing operations	$	0.18						$	0.21
Weighted average shares outstanding - basic		76,081							76,081
Diluted income per share from continuing operations	$	0.18						$	0.20
Weighted average shares outstanding - diluted		77,300							77,300

See accompanying Notes to Pro Forma Financial Statements.

CHAMPION ENTERPRISES, INC.
UNAUDITED PRO FORMA BALANCE SHEET
AS OF APRIL 1, 2006
(IN THOUSANDS, EXCEPT PAR VALUE)

						Pro Forma
	Champion			Calsafe		Adjustments			Pro Forma
	(C)			(D)
ASSETS
Current assets
Cash and cash equivalents	$	132,136		$	24,253	$	(45,211	)(6),(7),(11)	$	111,178
Restricted cash		325			—		—			325
Accounts receivable, trade		45,899			22,729		—			68,628
Inventories		106,747			1,830		—			108,577
Current assets of discontinued operations		1,262			—		—			1,262
Other current assets		6,922			967		—			7,889
Total current assets		293,291			49,779		(45,211	)		297,859
Property, plant, and equipment, net		96,067			9,138		3,491	(8)		108,696
Goodwill		171,670			32,847		58,416	(9),(10)		262,933
Amortizable intangible assets, net		3,836			—		30,220	(10)		34,056
Non-current assets of discontinued operations		1,720			—		—			1,720
Other non-current assets		17,327			112		267	(6),(7)		17,706
	$	583,911		$	91,876	$	47,183		$	722,970
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	40,896		$	35,199	$	—		$	76,095
Accrued warranty obligations		33,899			—		—			33,899
Accrued volume rebates		30,024			—		—			30,024
Accrued compensation and payroll taxes		17,883			2,249		—			20,132
Accrued self-insurance		32,277			—		—			32,277
Current liabilities of discontinued operations		2,893			—		—			2,893
Other current liabilities		30,106			34,874		(22,762	)(6),(7),(11)		42,218
Total current liabilities		187,978			72,322		(22,762	)		237,538
Long-term liabilities
Long-term debt		201,418			—		77,775	(6)		279,193
Other long-term liabilities		31,383			1,610		10,114	(12)		43,107
		232,801			1,610		87,889			322,300
Shareholders’ equity
Common stock, $1 par value, 120,000 shares authorized, 76,142 shares issued and outstanding		76,142			28		(28	)(13)		76,142
Capital in excess of par value		195,087			2,771		(2,771	)(13)		195,087
Accumulated deficit		(108,216	)		15,145		(15,145	)(13)		(108,216	)
Accumulated other comprehensive income		119			—		—			119
Total shareholders’ equity		163,132			17,944		(17,944	)		163,132
	$	583,911		$	91,876	$	47,183		$	722,970

See accompanying Notes to Pro Forma Financial Statements.

NOTES TO PRO FORMA FINANCIAL STATEMENTS

(A)	Champion’s unaudited consolidated results of continuing operation for the 13 week period ended April 1, 2006, under generally accepted accounting principles in the United States (“US GAAP”).
(B)	Calsafe’s unaudited consolidated results of continuing operations for the 14 week period January 1, 2006 to April 7, 2006, the date the transaction was completed, under generally accepted accounting principles in the United Kingdom (“UK GAAP”). Calsafe’s results for the period have been translated from pounds Sterling to U.S. dollars using the average exchange rate for the period of $1.751 to £1.0.
(C)	Champion’s unaudited consolidated balance sheet as of April 1, 2006, under generally accepted accounting principles in the United States (“US GAAP”).
(D)	Calsafe’s audited consolidated balance sheet as of April 7, 2006, under generally accepted accounting principles in the United Kingdom (“UK GAAP”). Calsafe’s balance sheet as of April 7, 2006, has been translated from pounds Sterling to U.S. dollars using the April 7, 2006 exchange rate of $1.746 to £1.0.

The principal difference between UK GAAP and US GAAP for the Calsafe results is that goodwill is amortizable under UK GAAP but not under US GAAP. This difference is adjusted in adjustment (3) as discussed below.

(1)	Adjustment to depreciation expense due to revaluation of property, plant, and equipment acquired in the transaction.
(2)	Adjustment to amortization expense for deferred financing costs associated with debt incurred to finance the acquisition.
(3)	Adjustment to eliminate goodwill amortization expense of $468,000 included in Calsafe’s operating results and to record estimated amortization expense of $891,000 for amortizable intangible assets acquired in the transaction.
(4)	Adjustment to eliminate interest expense of $1,650,000 included in Calsafe operating results for debt repaid during the period from proceeds from the sale of discontinued operations and debt repaid at acquisition and to record interest expense of $1,396,000 for debt incurred to finance the acquisition. Interest expense on the debt incurred to finance the acquisition was based on the UK LIBOR rate for the quarter plus 2.5%.
(5)	Adjustment to record tax effects of purchase accounting, pro forma adjustments and acquisition financing structure.
(6)	Adjustment to record debt incurred to finance the acquisition and payment or accrual of associated deferred financing costs.
(7)	Adjustment to record purchase of Calsafe and payment or accrual of associated costs of the acquisition.
(8)	Adjustment to reflect the fair value of Calsafe’s property, plant and equipment.
(9)	Adjustment to eliminate the goodwill included in Calsafe’s balance sheet.
(10)	Adjustment to record estimated amortizable intangible assets and goodwill acquired in the transaction, based on the following preliminary purchase price allocation, using the exchange rate at April 7, 2006:

	Estimated Value		Useful Life
	(in thousands)		(years)
Trade names	$	7,856		15
Employment contracts		3,579		5
Technology		489		3
Technology		3,107		5
Customer relationships		15,189		10
Total amortizable intangibles		30,220
Goodwill		91,263
Total goodwill and intangibles	$	121,483

(11)	Adjustment to eliminate inter-company balances and transfers that arose on the acquisition date.
(12)	Record purchase accounting for deferred taxes.
(13)	Adjustment to eliminate the shareholders’ equity of Calsafe as of April 7, 2006.