Champion Enterprises 8-K/A Unaudited Consolidated Income Statement

	Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial statements give effect to our acquisition of New Era. To implement the New Era acquisition, we entered into three Asset Purchase Agreements for the purchase of the business and assets of New Era Building Systems, Inc. and its affiliates Castle Housing of Pennsylvania, Ltd. and Carolina Building Solutions, L.L.C. for an aggregate cash consideration of $41 million plus the discharge or assumption of certain liabilities.
Pro forma adjustments related to the pro forma combined balance sheet have been determined assuming these transactions were consummated on January 1, 2005. The pro forma combined balance sheet combines our consolidated balance sheet as of January 1, 2005 with New Era's unaudited consolidated balance sheet as of December 31, 2004. The pro forma combined income statement combines the companies' respective income statements as if the combination had occurred at the beginning of the period presented. 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 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 January 1, 2005.

UNAUDITED PRO FORMA INCOME STATEMENT

FOR THE YEAR ENDED JANUARY 1, 2005

(IN THOUSANDS, EXCEPT PER SHARE DATA)

						Pro Forma
	Champion			New Era		Adjustments				Pro Forma
					(A)
Net sales	$	1,014,288		$	113,206	$	—			$	1,127,494
Cost of sales		843,261			100,576		(100	)	(1)		943,737
Gross margin		171,027			12,630		100				183,757
Selling, general, and administrative expenses		129,096			8,206		365		(9)		137,667
Other charges		8,276			—		—				8,276
Restructuring charges		3,300			—		—				3,300
Operating income		30,355			4,424		(265	)			34,514
Interest expense, net		17,219			872		(872	)	(2)		17,219
Income tax (benefit)/expense		(10,000	)		88		—				(9,912	)
Net income from continuing operations		23,136			3,464		607				27,207
Loss from discontinued operations		(6,125	)		—		—				(6,125	)
Net income	$	17,011		$	3,464	$	607			$	21,082
Basic income per share from continuing operations	$	0.29									0.35
Basic income per share		0.21									0.26
Weighted average shares outstanding - basic		70,494									70,494
Diluted income per share from continuing operations	$	0.29									0.34
Diluted income per share		0.20									0.26
Weighted average shares outstanding - diluted		71,982									71,982

(A)	New Era's operating results are for the fiscal year ended December 31, 2004.
See accompanying Notes to Consolidated Financial Statements.

CHAMPION ENTERPRISES, INC.

UNAUDITED PRO FORMA BALANCE SHEET

AS OF JANUARY 1, 2005

(IN THOUSANDS)

						Pro Forma
	Champion			New Era		Adjustments				Pro Forma
Current assets					(B)
Cash and cash equivalents	$	142,266		$	1,436	$	(50,173	)	(2),(3)	$	93,529
Restricted cash		529			—		—				529
Accounts receivable, trade		22,119			3,555		—				25,674
Inventories		71,616			13,308		508		(4)		85,432
Current assets of discontinued operations		35,463			—		—				35,463
Other current assets		13,535			602						14,137
Total current assets		285,528			18,901		(49,665	)			254,764
Property, plant and equipment		207,216			24,493		(12,914	)	(5)		218,795
Less-accumulated depreciation		126,259			9,228		(9,228	)	(5)		126,259
		80,957			15,265		(3,686	)			92,536
Goodwill and other intangible assets		126,591			1,092		30,830		(6)		158,514
Non-current assets of discontinued operations		7,747			—						7,747
Other non-current assets		16,219			354						16,573
	$	517,042		$	35,612	$	(22,521	)		$	530,134
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS�� EQUITY
Current liabilities
Short-term debt	$	—		$	8,496	$	(8,496	)	(2)	$	—
Accounts payable		13,819			4,824						18,643
Accrued warranty obligations		33,551			1,771						35,322
Accrued volume rebates		30,234			1,233						31,467
Accrued compensation and payroll taxes		19,659			938						20,597
Accrued self-insurance		25,988			—						25,988
Current liabilities of discontinued operations		23,411			—						23,411
Other current liabilities		29,696			4,326						34,022
Total current liabilities		176,358			21,588		(8,496	)			189,450
Long-term liabilities
Long-term debt		200,758			6,587		(6,587	)	(7)		200,758
Long-term liabilities of discontinued operations		432			—						432
Other long-term liabilities		41,444			—						41,444
		242,634			6,587		(6,587	)			242,634
Redeemable convertible preferred stock,
no par value, 5,000 shares authorized, 0 shares and 21 shares issued and outstanding, respectively		20,750			—						20,750
Shareholders’ equity
Common stock, $1 par value, 120,000 shares authorized,72,358 shares issued and outstanding		72,358			606		(606	)	(8)		72,358
Capital in excess of par value		164,377			4,445		(4,445	)	(8)		164,377
Accumulated deficit		(159,375	)		2,387		(2,387	)	(8)		(159,375	)
Accumulated other comprehensive loss		(60	)		—		—				(60	)
Total shareholders’ equity		77,300			7,438		(7,438	)			77,300
	$	517,042		$	35,612	$	(22,521	)		$	530,134

(B)	New Era's balance sheet is as of December 31, 2004.
(1)	Adjustment of depreciation of fixed assets acquired due to revaluation of property, plant, and equipment.
(2)	Adjustment to interest expense, cash, and short-term debt for repayment of acquired short-term debt.
(3)	Adjustment to record cash purchase price ($41,000) and costs of transaction ($677).
(4)	Fair value adjustment of acquired finished good inventory to retail value, less selling and distribution expenses.
(5)	Fair value adjustment for New Era plant, property, and equipment.
(6)	Adjustment primarily to record goodwill and other intangible assets ($31,922) and eliminate prior goodwill of the acquired companies ($1,092).
(7)	Adjustment to exclude long-term debt which was not included in assumed liabilities.
(8)	Adjustment to eliminate New Era’s equity accounts as a result of the acquisition.
(9)	Adjustment to amortization expense to reflect the amortization of intangible assets, which would have resulted had the combination occurred at the beginning of the period presented. Intangible assets have been amortized on the straight-line basis over the following useful lives:

	Estimated Value	Useful life
	(in thousands)	(years)
Trade names	2,800	15
Customer relationships	1,250	7