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 July 2, 2005. The pro forma combined balance sheet combines our consolidated balance sheet as of July 2, 2005 with New Era's unaudited consolidated balance sheet as of June 30, 2005. 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 Quarterly Report on Form 10-Q for the six months ended July 2, 2005.

UNAUDITED PRO FORMA INCOME STATEMENT

FOR THE SIX MONTHS ENDED JULY 2, 2005

(IN THOUSANDS, EXCEPT PER SHARE DATA)

						Pro Forma
	Champion			New Era		Adjustments				Pro Forma
					(A)
Net sales	$	561,375		$	57,540	$	—			$	618,915
Cost of sales		468,538			51,688		—				520,226
Gross margin		92,837			5,852		—				98,689
Selling, general, and administrative expenses		68,311			4,297		183		(8)		72,791
Other charges		(3,399	)		—		—				(3,399	)
Operating income		27,925			1,555		(183	)			29,297
Interest expense, net		7,507			522		(522	)	(1)		7,507
Income tax (benefit)/expense		900			—		—				900
Net income from continuing operations		19,518			1,033		340				20,890
Loss from discontinued operations		(3,309	)		—		—				(3,309	)
Net income	$	16,209		$	1,033	$	340			$	17,581
Basic income per share from continuing operations	$	0.25									0.27
Basic income per share		0.20									0.22
Weighted average shares outstanding - basic		73,861									73,861
Diluted income per share from continuing operations	$	0.25									0.26
Diluted income per share		0.20									0.22
Weighted average shares outstanding - diluted		74,756									74,756

(A) New Era's operating results are for the six months ended June 30, 2005.

CHAMPION ENTERPRISES, INC.

UNAUDITED PRO FORMA BALANCE SHEET

AS OF JULY 2, 2005

(IN THOUSANDS)

						Pro Forma
	Champion			New Era		Adjustments				Pro Forma
Current assets					(B)
Cash and cash equivalents	$	149,899		$	1,924	$	(51,540	)	(1),(2)	$	100,283
Restricted cash		528			—						528
Accounts receivable, trade		41,694			2,393						44,087
Inventories		80,886			14,555		508		(3)		95,949
Current assets of discontinued operations		9,780			—						9,780
Other current assets		13,736			593						14,329
Total current assets		296,523			19,465		(51,032	)			264,956
Property, plant and equipment		198,397			25,861		(13,845	)	(4)		210,413
Less-accumulated depreciation		120,190			10,159		(10,159	)	(4)		120,190
		78,207			15,702		(3,686	)			90,223
Goodwill and other intangible assets		126,564			1,092		31,161		(5)		158,817
Non-current assets of discontinued operations		4,701			—		—				4,701
Other non-current assets		13,371			355		—				13,726
	$	519,366		$	36,614	$	(23,557	)		$	532,423
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt	$	—		$	9,863	$	(9,863	)	(1)	$	—
Accounts payable		33,673			4,131		—				37,804
Accrued warranty obligations		32,011			1,771		—				33,782
Accrued volume rebates		27,564			1,440		—				29,004
Accrued compensation and payroll taxes		20,264			1,524		—				21,788
Accrued self-insurance		26,797			—		—				26,797
Current liabilities of discontinued operations		5,422			—		—				5,422
Other current liabilities		29,984			4,191		—				34,175
Total current liabilities		175,715			22,920		(9,863	)			188,772
Long-term liabilities
Long-term debt		191,543			7,130		(7,130	)	(6)		191,543
Long-term liabilities of discontinued operations		342			—						342
Other long-term liabilities		34,660			—						34,660
		226,545			7,130		(7,130	)			226,545
Shareholders’ equity
Common stock, $1 par value, 120,000 shares authorized,75,730 shares issued and outstanding		75,730			606		(606	)	(7)		75,730
Capital in excess of par value		185,287			5,251		(5,251	)	(7)		185,287
Accumulated deficit		(143,459	)		707		(707	)	(7)		(143,459	)
Accumulated other comprehensive loss		(452	)		—		—				(452	)
Total shareholders’ equity		117,106			6,564		(6,564	)			117,106
	$	519,366		$	36,614	$	(23,557	)		$	532,423

(B)	New Era's balance sheet is as of December 31, 2004.
(1)	Adjustment to interest expense, cash, and short-term debt for repayment of acquired short-term debt.
(2)	Adjustment to record cash purchase price ($41,000) and costs of transaction ($677).

(3)	Fair value adjustment of acquired finished good inventory to value at selling price less cost of delivery and a reasonable selling profit allowance, less selling and distribution expenses.
(4)	Fair value adjustment for New Era plant, property, and equipment and elimination of accumulated depreciation.
(5)	Adjustment primarily to record goodwill and other intangible assets ($32,253) and eliminate prior goodwill of the acquired companies ($1,092).
(6)	Adjustment to exclude long-term debt which was not included in assumed liabilities.
(7)	Adjustment to eliminate New Era’s equity accounts as a result of the acquisition.
(8)	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