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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-Q

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  |  |                                                                                        
|  |  | For the quarterly period ended September 30, 2003                                      

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|o |  | 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: 333-107219

UNITED COMPONENTS, INC.(Exact Name of Registrant as Specified in Its Charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 04-3759857                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|301 Industrial Drive, Albion, IL                               |  | 62806                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(618) 445-6011

(Registrants Telephone Number, Including Area Code)




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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 o No x

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

Yes o No x

The registrant had 1,000 shares of its $0.01 par value common stock
outstanding as of December 22, 2003.

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TABLE OF CONTENTS



|                                 |                                                                                               |                                               |  |  |  |  |  | 
|-------------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION    
|                                 | Item 1. Financial Statements                                                                 
|                                 |                                                                                               | Condensed Balance Sheets                     
|                                 |                                                                                               | Condensed Income Statements                  
|                                 |                                                                                               | Condensed Statements of Cash Flows           
|                                 |                                                                                               | Statements of Changes in Shareholders Equity
|                                 |                                                                                               | Notes to Condensed Financial Statements      
|                                 | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                 | Item 3. Qualitative and Quantitative Information about Market Risk                           
|                                 | Item 4. Controls and Procedures                                                              
|PART II OTHER INFORMATION       
|                                 | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                      
|Certification of CEO            
|Certification of CFO            
|Certification of Periodic Report



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Index

United Components, Inc.

|                                                                                              |                                                                                                      
|--------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|Part I FINANCIAL INFORMATION                                                                 
|Item 1. Financial Statements (Unaudited)                                                     
|                                                                                              | Condensed balance sheetsSeptember 30, 2003, and December 31, 2002                                   
|                                                                                              | Condensed income statementsThree and nine months ended September 30, 2003
and 2002                  
|                                                                                              | Condensed statements of cash flowsNine months ended September 30, 2003 and 2002                     
|                                                                                              | Statement of changes in shareholders equityDecember 31, 2002,
June 20, 2003, and September 30, 2003
|                                                                                              | Notes to condensed financial statements                                                              
|Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
|Item 3. Qualitative and Quantitative Information About Market Risk                           
|Item 4. Controls and Procedures                                                              
|Part II OTHER INFORMATION                                                                    
|Item 6. Exhibits and Reports on Form 8K                                                      
|Signatures                                                                                   
|Exhibits                                                                                     

FORWARD-LOOKING STATEMENTS

Certain statements in this report are forward-looking statements within the
meaning of Section 27A of the Securities Act, Section 21E of the U.S.
Securities Exchange Act of 1934, as amended, and the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties. All statements other than statements of historical
facts included in this report that address activities, events or developments
that United Components, Inc. (UCI) expects, believes or anticipates will or
may occur in the future are forward-looking statements. Forward-looking
statements give UCIs current expectations and projections relating to the
financial condition, results of operations, plans, objectives, future
performance and business of UCI and its subsidiaries. These statements can be
identified by the fact that they do not relate strictly to historical or
current facts. These statements may include words such as anticipate,
estimate, expect, project, intend, plan, believe and other words
and terms of similar meaning in connection with any discussion of the timing or
nature of future operating or financial performance or other events.

These forward-looking statements are based on UCIs expectations and beliefs
concerning future events affecting UCI. They are subject to uncertainties and
factors relating to UCIs operations and business environment, all of which are
difficult to predict and many of which are beyond UCIs control. Although UCI
believes that the expectations reflected in its forward-looking statements are
reasonable, it does not know whether the expectations will prove correct. They
can be affected by inaccurate assumptions UCI might make or by known or unknown
risks and uncertainties. Many factors mentioned in UCIs discussion in this
report will be important in determining future results.

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Because of these factors, UCI cautions that investors should not place undue
reliance on any of these forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which it is made, and
except as required by law, UCI undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which it is made or to reflect the occurrence of anticipated or unanticipated
events or circumstances.

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PART I
FINANCIAL INFORMATION




Item 1. Financial Statements

United Components, Inc. (UCI)




Condensed Balance Sheets(in thousands)

|                                              |                                                |                            |           |               |         |              |         |         |         | 
|--------------------------------------------- | ---------------------------------------------- | -------------------------- | --------- | ------------- | ------- | ------------ | ------- | ------- | ------- | 
|                                              |                                                |                            |           | UCI           |         | Predecessor 
|                                              |                                                |                            |           | Consolidated  |         | Combined    
|                                              |                                                |                            |           | September 30, |         | December 31,
|                                              |                                                |                            |           | 2003          |         | 2002        
|                                              |                                                |                            |           |               |         |             
|                                              |                                                |                            |           | (Unaudited)   |         |              |         |        
|Assets                                        |                                                |                            |           |               |         |              |         |        
|Current assets                                |                                                |                            |           |               |         |              |         |        
|                                              | Cash and cash equivalents                      |                            | $         | 73,078        |         |              | $       | 28,354  |        
|                                              | Accounts receivable, net                       |                            |           | 245,049       |         |              |         | 211,551 |        
|                                              | Inventories                                    |                            |           | 180,155       |         |              |         | 213,950 |        
|                                              | Deferred tax                                   |                            |           | 16,853        |         |              |         | 1,052   |        
|                                              | Other current assets                           |                            |           | 12,876        |         |              |         | 10,208  |        
|                                              |                                                |                            |           |               |         |              |         |        
|                                              |                                                | Total current assets       |           |               | 528,011 |              |         |         | 465,115 | 
|Property, plant and equipment, net            |                                                |                            | 215,112   |               |         |              | 152,529 |        
|Due from parent                               |                                                |                            |          |               |         |              | 37,379  |        
|Goodwill                                      |                                                |                            | 160,707   |               |         |              | 14,913  |        
|Other intangible assets, net                  |                                                |                            | 78,614    |               |         |              | 600     |        
|Deferred financing costs                      |                                                |                            | 12,400    |               |         |              |        |        
|Deferred tax                                  |                                                |                            | 18,644    |               |         |              |        |        
|Other assets                                  |                                                |                            | 258       |               |         |              | 13,934  |        
|                                              |                                                |                            |           |               |         |              |         |        
|Total assets                                  |                                                | $                          | 1,013,746 |               |         | $            | 684,470 |        
|                                              |                                                |                            |           |               |         |              |         |        
|Liabilities and shareholders equity          |                                                |                            |           |               |         |              |         |        
|Current liabilities                           |                                                |                            |           |               |         |              |         |        
|                                              | Accounts payable                               |                            | $         | 68,708        |         |              | $       | 44,817  |        
|                                              | Notes payable                                  |                            |           | 1,030         |         |              |         | 962     |        
|                                              | Current maturities of long-term debt           |                            |           | 4,940         |         |              |         | 1,398   |        
|                                              | Accrued expenses and other current liabilities |                            |           | 68,640        |         |              |         | 44,382  |        
|                                              |                                                |                            |           |               |         |              |         |        
|                                              |                                                | Total current liabilities  |           |               | 143,318 |              |         |         | 91,559  | 
|Long-term debt, less current maturities       |                                                |                            | 569,419   |               |         |              | 549     |        
|Pension and other post retirement liabilities |                                                |                            | 47,930    |               |         |              | 20,326  |        
|Deferred tax                                  |                                                |                            |          |               |         |              | 3,761   |        
|Other liabilities                             |                                                |                            | 4,247     |               |         |              | 240     |        
|ContingenciesNote F                          |                                                |                            |           |               |         |              |         |        
|Shareholders equity                          |                                                |                            |           |               |         |              |         |        
|                                              | Preferred stock                                |                            |           |              |         |              |         | 13      |        
|                                              | Common stock                                   |                            |           |              |         |              |         | 4,289   |        
|                                              | Additional paid in capital                     |                            |           | 261,011       |         |              |         | 44,940  |        
|                                              | Retained (deficit) earnings                    |                            |           | (10,558       | )       |              |         | 467,376 |        
|                                              | Division equity                                |                            |           |              |         |              |         | 67,929  |        
|                                              | Accumulated other comprehensive loss           |                            |           | (1,621        | )       |              |         | (16,512 | )      
|                                              |                                                |                            |           |               |         |              |         |        
|                                              |                                                | Total shareholders equity |           |               | 248,832 |              |         |         | 568,035 | 
|                                              |                                                |                            |           |               |         |              |         |        
|Total liabilities and shareholders equity    |                                                | $                          | 1,013,746 |               |         | $            | 684,470 |        
|                                              |                                                |                            |           |               |         |              |         |        

The accompanying notes are an integral part of these statements.

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United Components, Inc.




Condensed Income Statements (Unaudited)(in thousands)

|                                                                                        |                                                            |                                   |         |                    |         |                    |         |        |        | 
|--------------------------------------------------------------------------------------- | ---------------------------------------------------------- | --------------------------------- | ------- | ------------------ | ------- | ------------------ | ------- | ------ | ------ | 
|                                                                                        |                                                            |                                   |         | UCI                |         | Predecessor       
|                                                                                        |                                                            |                                   |         | Consolidated       |         | Combined          
|                                                                                        |                                                            |                                   |         | Three Months       |         | Three Months      
|                                                                                        |                                                            |                                   |         | ended              |         | ended             
|                                                                                        |                                                            |                                   |         | September 30, 2003 |         | September 30, 2002
|                                                                                        |                                                            |                                   |         |                    |         |                   
|Net sales                                                                               |                                                            | $                                 | 253,718 |                    |         | $                  | 235,201 |       
|Cost of sales                                                                           |                                                            |                                   | 222,481 |                    |         |                    | 177,651 |       
|                                                                                        |                                                            |                                   |         |                    |         |                    |         |       
|                                                                                        |                                                            | Gross profit                      |         |                    | 31,237  |                    |         |        | 57,550 | 
|                                                                                        |                                                            |                                   |         |                    |         |                    |         |       
|Operating expenses                                                                      |                                                            |                                   |         |                    |         |                    |         |       
|                                                                                        | Selling and warehousing                                    |                                   |         | 19,347             |         |                    |         | 19,781 |       
|                                                                                        | General and administrative                                 |                                   |         | 11,928             |         |                    |         | 10,907 |       
|                                                                                        | Amortization of other intangibles                          |                                   |         | 1,282              |         |                    |         | 30     |       
|                                                                                        |                                                            |                                   |         |                    |         |                    |         |       
|                                                                                        |                                                            | Operating income (loss)           |         |                    | (1,320  | )                  |         |        | 26,832 | 
|                                                                                        |                                                            |                                   |         |                    |         |                    |         |       
|Other income (expense)                                                                  |                                                            |                                   |         |                    |         |                    |         |       
|                                                                                        | Interest income                                            |                                   |         | 86                 |         |                    |         | 973    |       
|                                                                                        | Interest expense                                           |                                   |         | (10,525            | )       |                    |         | (67    | )     
|                                                                                        | Management fee expense                                     |                                   |         | (506               | )       |                    |         | (14    | )     
|                                                                                        | Miscellaneous, net                                         |                                   |         | 80                 |         |                    |         | 462    |       
|                                                                                        |                                                            |                                   |         |                    |         |                    |         |       
|                                                                                        |                                                            | Income (loss) before income taxes |         |                    | (12,185 | )                  |         |        | 28,186 | 
|Income tax expense (benefit)                                                            |                                                            |                                   | (4,630  | )                  |         |                    | (814    | )     
|                                                                                        |                                                            |                                   |         |                    |         |                    |         |       
|                                                                                        |                                                            | Net income (loss)                 |         | $                  | (7,555  | )                  |         | $      | 29,000 | 
|                                                                                        |                                                            |                                   |         |                    |         |                    |         |       
|Pro forma (unaudited), adjusted solely for change
in income tax filing status (Note C): |                                                            |                                   |         |                    |         |                    |         |       
|                                                                                        | Historical income (loss) before
provision for income taxes |                                   | $       | (12,185            | )       |                    | $       | 28,186 |       
|                                                                                        | Income tax expense (benefit)                               |                                   |         | (4,630             | )       |                    |         | 10,513 |       
|                                                                                        |                                                            |                                   |         |                    |         |                    |         |       
|                                                                                        |                                                            | Pro forma net income (loss)       |         | $                  | (7,555  | )                  |         | $      | 17,673 | 
|                                                                                        |                                                            |                                   |         |                    |         |                    |         |       

The accompanying notes are an integral part of these statements.

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United Components, Inc.

Condensed Income Statements (Unaudited)(in thousands)

|                                                                                        |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |        |         | 
|--------------------------------------------------------------------------------------- | ---------------------------------------------------------- | --------------------------------- | ------- | -------------- | ------- | --------------- | ------- | ------------------ | ------ | - | ------- | ------ | ------- | 
|                                                                                        |                                                            |                                   |         | UCI            |         | Predecessor     |         | Predecessor       
|                                                                                        |                                                            |                                   |         | Consolidated   |         | Combined        |         | Combined          
|                                                                                        |                                                            |                                   |         | June 21, 2003  |         | January 1, 2003 |         | Nine Months       
|                                                                                        |                                                            |                                   |         | through        |         | through         |         | ended             
|                                                                                        |                                                            |                                   |         | Sept. 30, 2003 |         | June 20, 2003   |         | September 30, 2002
|                                                                                        |                                                            |                                   |         |                |         |                 |         |                   
|Net sales                                                                               |                                                            | $                                 | 279,897 |                |         | $               | 455,617 |                    |        | $ | 706,068 |       
|Cost of sales                                                                           |                                                            |                                   | 245,882 |                |         |                 | 374,501 |                    |        |   | 535,756 |       
|                                                                                        |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|                                                                                        |                                                            | Gross profit                      |         |                | 34,015  |                 |         |                    | 81,116 |   |         |        | 170,312 | 
|                                                                                        |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|Operating expenses                                                                      |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|                                                                                        | Selling and warehousing                                    |                                   |         | 21,561         |         |                 |         | 37,736             |        |   |         | 59,866 |        
|                                                                                        | General and administrative                                 |                                   |         | 13,428         |         |                 |         | 21,637             |        |   |         | 30,428 |        
|                                                                                        | Amortization of other intangibles                          |                                   |         | 1,386          |         |                 |         | 60                 |        |   |         | 690    |        
|                                                                                        |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|                                                                                        |                                                            | Operating income (loss)           |         |                | (2,360  | )               |         |                    | 21,683 |   |         |        | 79,328  | 
|                                                                                        |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|Other income (expense)                                                                  |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|                                                                                        | Interest income                                            |                                   |         | 86             |         |                 |         | 1,712              |        |   |         | 3,302  |        
|                                                                                        | Interest expense                                           |                                   |         | (14,385        | )       |                 |         | (245               | )      |   |         | (369   | )      
|                                                                                        | Management fee expense                                     |                                   |         | (561           | )       |                 |         | (18                | )      |   |         | (52    | )      
|                                                                                        | Miscellaneous, net                                         |                                   |         | 191            |         |                 |         | (408               | )      |   |         | 101    |        
|                                                                                        |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|                                                                                        |                                                            | Income (loss) before income taxes |         |                | (17,029 | )               |         |                    | 22,724 |   |         |        | 82,310  | 
|Income tax expense (benefit)                                                            |                                                            |                                   | (6,471  | )              |         |                 | 942     |                    |        |   | 1,988   |       
|                                                                                        |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|                                                                                        |                                                            | Net income (loss)                 |         | $              | (10,558 | )               |         | $                  | 21,782 |   |         | $      | 80,322  | 
|                                                                                        |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|Pro forma (unaudited), adjusted solely for change
in income tax filing status (Note C): |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|                                                                                        | Historical income (loss) before
provision for income taxes |                                   | $       | (17,029        | )       |                 | $       | 22,724             |        |   | $       | 82,310 |        
|                                                                                        | Income tax expense (benefit)                               |                                   |         | (6,471         | )       |                 |         | 8,544              |        |   |         | 30,702 |        
|                                                                                        |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       
|                                                                                        |                                                            | Pro forma net income (loss)       |         | $              | (10,558 | )               |         | $                  | 14,180 |   |         | $      | 51,608  | 
|                                                                                        |                                                            |                                   |         |                |         |                 |         |                    |        |   |         |       

The accompanying notes are an integral part of these statements.

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United Components, Inc.




Condensed Statements of Cash Flows (Unaudited)
(in thousands)

|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |        |         |  
|------------------------------------------------ | --------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ---------------------------------------------------- | -------- | -------------- | -------- | --------------- | ------- | ------------------ | ------- | ------ | ------- | ------ | ------- | -
|                                                 |                                                                                         |                                                                 |                                                      |          | UCI            |          | Predecessor     |         | Predecessor       
|                                                 |                                                                                         |                                                                 |                                                      |          | Consolidated   |          | Combined        |         | Combined          
|                                                 |                                                                                         |                                                                 |                                                      |          | June 21, 2003  |          | January 1, 2003 |         | Nine Months       
|                                                 |                                                                                         |                                                                 |                                                      |          | through        |          | through         |         | ended             
|                                                 |                                                                                         |                                                                 |                                                      |          | Sept. 30, 2003 |          | June 20, 2003   |         | September 30, 2002
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                   
|Cash flows from operating activities:            |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |        
|                                                 | Net income (loss)                                                                       |                                                                 | $                                                    | (10,558  | )              |          | $               | 21,782  |                    |         | $      | 80,322  |       
|                                                 | Adjustments to reconcile net income (loss) to net
cash provided by operating activities |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |       
|                                                 |                                                                                         | Depreciation                                                    |                                                      |          | 11,392         |          |                 |         | 12,928             |         |        |         | 20,697 |        
|                                                 |                                                                                         | Amortization of other intangibles                               |                                                      |          | 1,386          |          |                 |         | 60                 |         |        |         | 690    |        
|                                                 |                                                                                         | Amortization of deferred financing fees
and debt issuance costs |                                                      |          | 771            |          |                 |         |                   |         |        |         |       |        
|                                                 |                                                                                         | (Gain) loss on sale of assets, net                              |                                                      |          | (49            | )        |                 |         | 242                |         |        |         | 75     |        
|                                                 |                                                                                         | Changes in operating assets and liabilities                     |                                                      |          |                |          |                 |         |                    |         |        |         |        |        
|                                                 |                                                                                         |                                                                 | Accounts receivable                                  |          |                | (14,532  | )               |         |                    | (18,146 | )      |         |        | (44,003 | )
|                                                 |                                                                                         |                                                                 | Inventories                                          |          |                | 44,008   |                 |         |                    | 18,806  |        |         |        | (9,007  | )
|                                                 |                                                                                         |                                                                 | Other current assets                                 |          |                | (9,619   | )               |         |                    | (3,035  | )      |         |        | (3,934  | )
|                                                 |                                                                                         |                                                                 | Accounts payable                                     |          |                | 32,995   |                 |         |                    | (9,425  | )      |         |        | 9,468   |  
|                                                 |                                                                                         |                                                                 | Accrued expenses and other current liabilities       |          |                | 16,137   |                 |         |                    | (2,438  | )      |         |        | 16,171  |  
|                                                 |                                                                                         |                                                                 | Other assets                                         |          |                | 1,393    |                 |         |                    | 715     |        |         |        | (333    | )
|                                                 |                                                                                         |                                                                 | Other liabilities                                    |          |                | 1,101    |                 |         |                    | 2,404   |        |         |        | (2,014  | )
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |       
|                                                 |                                                                                         |                                                                 | Net cash provided by operating activities            |          |                | 74,425   |                 |         |                    | 23,893  |        |         |        | 68,132  |  
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |       
|Cash flows from investing activities:            |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |        
|                                                 | Acquisition and related fees                                                            |                                                                 |                                                      | (818,380 | )              |          |                 |        |                    |         |        |        |       
|                                                 | Capital expenditures                                                                    |                                                                 |                                                      | (8,340   | )              |          |                 | (21,388 | )                  |         |        | (35,439 | )     
|                                                 | Proceeds from sale of assets                                                            |                                                                 |                                                      | 2,252    |                |          |                 | 215     |                    |         |        | 482     |       
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |       
|                                                 |                                                                                         |                                                                 | Net cash (used) in investing activities              |          |                | (824,468 | )               |         |                    | (21,173 | )      |         |        | (34,957 | )
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |       
|Cash flows from financing activities:            |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |        
|                                                 | Issuance of debt                                                                        |                                                                 |                                                      | 585,000  |                |          |                 |        |                    |         |        | 325     |       
|                                                 | Financing fees and debt issuance costs                                                  |                                                                 |                                                      | (21,871  | )              |          |                 |        |                    |         |        |        |       
|                                                 | Stockholders equity contribution                                                       |                                                                 |                                                      | 261,011  |                |          |                 |        |                    |         |        |        |       
|                                                 | Dividends and transfers to UIS, Inc., net                                               |                                                                 |                                                      |         |                |          |                 | (28,033 | )                  |         |        |         |       
|                                                 | Payments to UIS, net                                                                    |                                                                 |                                                      |         |                |          |                 |        |                    |         |        | (32,198 | )     
|                                                 | Payments of debt, net                                                                   |                                                                 |                                                      | (5,468   | )              |          |                 | (98     | )                  |         |        |        |       
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |       
|                                                 |                                                                                         |                                                                 | Net cash (used in) provided by financing
activities  |          |                | 818,672  |                 |         |                    | (28,131 | )      |         |        | (31,873 | )
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |       
|Effect of exchange rate changes on cash          |                                                                                         |                                                                 | (3                                                   | )        |                |          | 1,509           |         |                    |         | 1,088  |        
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |       
|                                                 |                                                                                         |                                                                 | Net increase (decrease) in cash and
cash equivalents |          |                | 68,626   |                 |         |                    | (23,902 | )      |         |        | 2,390   |  
|Cash and cash equivalents at beginning of period |                                                                                         |                                                                 | 4,452                                                |          |                |          | 28,354          |         |                    |         | 19,698 |        
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |       
|Cash and cash equivalents at end of period       |                                                                                         | $                                                               | 73,078                                               |          |                | $        | 4,452           |         |                    | $       | 22,088 |        
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |                 |         |                    |         |        |         |       

The accompanying notes are an integral part of these statements

7



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##### Table of Contents



United Components, Inc.




Statements of Changes in Shareholders Equity (Unaudited)(in thousands)



|                                                  |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |   | 
|------------------------------------------------- | --------------------------------- | --------------------------- | -- | --------- |  | ------ | ----- | ------- |  | --------- | ------- | ---------- |  | -------- | ------- | ------- | - | 
|                                                  |                                   |                             |    |           |  |        |       |         |  |           |         | Additional |  | Retained
|                                                  |                                   |                             |    | Preferred |  | Common |       | Paid-In |  | Earnings 
|                                                  |                                   |                             |    | Stock     |  | Stock  |       | Capital |  | (Deficit)
|                                                  |                                   |                             |    |           |  |        |       |         |  |          
|Predecessor combined balance at December 31,
2001 |                                   | $                           | 13 |           |  | $      | 4,289 |         |  | $         | 44,940  |            |  | $        | 425,533 |        
|Dividends paid                                    |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          | (25,000 | )      
|Transfers with UIS, Inc., net                     |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |        
|Comprehensive income                              |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |        
|                                                  | Net earnings                      |                             |    |           |  |        |       |         |  |           |         |            |  |          |         | 66,843  |  
|                                                  | Other comprehensive income (loss) |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|                                                  |                                   | Minimum pension liability   |    |           |  |        |       |         |  |           |         |            |  |          |         |         |   | 
|                                                  |                                   | Foreign currency adjustment |    |           |  |        |       |         |  |           |         |            |  |          |         |         |   | 
|                                                  | Total comprehensive income        |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|                                                  |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|Predecessor combined balance at December 31,
2002 |                                   | $                           | 13 |           |  | $      | 4,289 |         |  | $         | 44,940  |            |  | $        | 467,376 |        
|                                                  |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|Predecessor combined balance at January 1, 2003   |                                   | $                           | 13 |           |  | $      | 4,289 |         |  | $         | 44,940  |            |  | $        | 467,376 |        
|Dividends paid                                    |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          | (17,913 | )      
|Liability to UIS contributed to capital           |                                   |                             |    |           |  |        |       |         |  |           | 20,271  |            |  |          |         |        
|Transfers with UIS, Inc., net                     |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          | (56,630 | )      
|Comprehensive income                              |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |        
|                                                  | Net earnings                      |                             |    |           |  |        |       |         |  |           |         |            |  |          |         | 6,650   |  
|                                                  | Other comprehensive income (loss) |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|                                                  |                                   | Foreign currency adjustment |    |           |  |        |       |         |  |           |         |            |  |          |         |         |   | 
|                                                  | Total comprehensive income        |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|                                                  |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|Predecessor combined balance at June 20, 2003     |                                   | $                           | 13 |           |  | $      | 4,289 |         |  | $         | 65,211  |            |  | $        | 399,483 |        
|                                                  |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|UCI consolidated balance at June 20, 2003         |                                   | $                           |   |           |  | $      |      |         |  | $         | 260,000 |            |  | $        |        |        
|Additions to paid-in capital                      |                                   |                             |    |           |  |        |       |         |  |           | 1,011   |            |  |          |         |        
|Comprehensive income                              |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |        
|                                                  | Net earnings (loss)               |                             |    |           |  |        |       |         |  |           |         |            |  |          |         | (10,558 | )
|                                                  | Other comprehensive income (loss) |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|                                                  |                                   | Interest rate swaps         |    |           |  |        |       |         |  |           |         |            |  |          |         |         |   | 
|                                                  |                                   | Foreign currency adjustment |    |           |  |        |       |         |  |           |         |            |  |          |         |         |   | 
|                                                  | Total comprehensive income (loss) |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|                                                  |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  
|UCI consolidated balance at September 30, 2003    |                                   | $                           |   |           |  | $      |      |         |  | $         | 261,011 |            |  | $        | (10,558 | )      
|                                                  |                                   |                             |    |           |  |        |       |         |  |           |         |            |  |          |         |         |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                  |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |         |  
|------------------------------------------------- | --------------------------------- | --------------------------- | ------- | -------- |  | ------------- | ------- | ------------- | ------- | ------------- | ------- | ------- | ------- | - | - | ------- | ------- | -
|                                                  |                                   |                             |         |          |  |               |         | Accumulated   |         |               |         |         |         |   |   |        
|                                                  |                                   |                             |         |          |  |               |         | Other         |         | Total         |         |         |         |  
|                                                  |                                   |                             |         | Division |  | Comprehensive |         | Shareholders |         | Comprehensive
|                                                  |                                   |                             |         | Equity   |  | Income (loss) |         | Equity        |         | Income (loss)
|                                                  |                                   |                             |         |          |  |               |         |               |         |              
|Predecessor combined balance at December 31,
2001 |                                   | $                           | 54,846  |          |  | $             | (8,143  | )             |         | $             | 521,478 |         |         |   |   |        
|Dividends paid                                    |                                   |                             |         |          |  |               |         |               |         |               | (25,000 | )       |         |   |   |        
|Transfers with UIS, Inc., net                     |                                   |                             | (23,682 | )        |  |               |         |               |         |               | (23,682 | )       |         |   |   |        
|Comprehensive income                              |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |        
|                                                  | Net earnings                      |                             |         | 36,765   |  |               |         |               |         |               |         | 103,608 |         |   | $ | 103,608 |        
|                                                  | Other comprehensive income (loss) |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |        
|                                                  |                                   | Minimum pension liability   |         |          |  |               |         |               | (11,889 | )             |         |         | (11,889 | ) |   |         | (11,889 | )
|                                                  |                                   | Foreign currency adjustment |         |          |  |               |         |               | 3,520   |               |         |         | 3,520   |   |   |         | 3,520   |  
|                                                  |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |        
|                                                  | Total comprehensive income        |                             |         |          |  |               |         |               |         |               |         |         |         |   | $ | 95,239  |        
|                                                  |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |        
|Predecessor combined balance at December 31,
2002 |                                   | $                           | 67,929  |          |  | $             | (16,512 | )             |         | $             | 568,035 |         |         |   |   |        
|                                                  |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |        
|Predecessor combined balance at January 1, 2003   |                                   | $                           | 67,929  |          |  | $             | (16,512 | )             |         | $             | 568,035 |         |         |   |   |        
|Dividends paid                                    |                                   |                             |         |          |  |               |         |               |         |               | (17,913 | )       |         |   |   |        
|Liability to UIS contributed to capital           |                                   |                             |         |          |  |               |         |               |         |               | 20,271  |         |         |   |   |        
|Transfers with UIS, Inc., net                     |                                   |                             | (10,120 | )        |  |               |         |               |         |               | (66,750 | )       |         |   |   |        
|Comprehensive income                              |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |        
|                                                  | Net earnings                      |                             |         | 15,132   |  |               |         |               |         |               |         | 21,782  |         |   | $ | 21,782  |        
|                                                  | Other comprehensive income (loss) |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |        
|                                                  |                                   | Foreign currency adjustment |         |          |  |               |         |               | 4,125   |               |         |         | 4,125   |   |   |         | 4,125   |  
|                                                  |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |        
|                                                  | Total comprehensive income        |                             |         |          |  |               |         |               |         |               |         |         |         |   | $ | 25,907  |        
|                                                  |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |        
|Predecessor combined balance at June 20, 2003     |                                   | $                           | 72,941  |          |  | $             | (12,387 | )             |         | $             | 529,550 |         |         |   |   |        
|                                                  |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |        
|UCI consolidated balance at June 20, 2003         |                                   | $                           |        |          |  | $             |        |               |         | $             | 260,000 |         |         |   |   |        
|Additions to paid-in capital                      |                                   |                             |         |          |  |               |         |               |         |               | 1,011   |         |         |   |   |        
|Comprehensive income                              |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |        
|                                                  | Net earnings (loss)               |                             |         |          |  |               |         |               |         |               |         | (10,558 | )       |   | $ | (10,558 | )      
|                                                  | Other comprehensive income (loss) |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |        
|                                                  |                                   | Interest rate swaps         |         |          |  |               |         |               | (741    | )             |         |         | (741    | ) |   |         | (741    | )
|                                                  |                                   | Foreign currency adjustment |         |          |  |               |         |               | (880    | )             |         |         | (880    | ) |   |         | (880    | )
|                                                  |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |        
|                                                  | Total comprehensive income (loss) |                             |         |          |  |               |         |               |         |               |         |         |         |   | $ | (12,179 | )      
|                                                  |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |        
|UCI consolidated balance at September 30, 2003    |                                   | $                           |        |          |  | $             | (1,621  | )             |         | $             | 248,832 |         |         |   |   |        
|                                                  |                                   |                             |         |          |  |               |         |               |         |               |         |         |         |   |   |         |        

The accompanying notes are an integral part of these statements.

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##### Table of Contents



United Components, Inc.




Notes to Condensed Financial Statements (Unaudited)

NOTE A - GENERAL AND BASIS OF FINANCIAL STATEMENT PRESENTATION

General

United Components, Inc. is a wholly owned subsidiary of UCI Acquisition
Holdings, Inc. UCI Acquisition Holdings, Inc. and United Components, Inc. are
corporations formed at the direction of The Carlyle Group (Carlyle).
Affiliates of Carlyle own 99.4% of UCI Acquisition Holdings, Inc.s common
stock, and the remainder is owned by certain members of senior management.

On June 20, 2003, United Components, Inc. (UCI) purchased, from UIS, Inc. and
UIS Industries, Inc. (together UIS), the vehicle parts business of UIS,
consisting of all of the issued and outstanding common stock or other equity
interests in Champion Laboratories, Inc., Wells Manufacturing Corporation,
Neapco Inc., Pioneer, Inc., Wells Manufacturing Canada Limited, UIS Industries
Ltd. (which is the owner of 100% of the capital stock of Flexible Lamps, Ltd.
and Airtex Products Ltd.), Mid-South Mfg., Inc., Airtex Products S.A., Airtex
Products, Inc., Talleres Mecanicos Montserrat S.A. de C.V., Brummer Seal de
Mexico, S.A. de C.V., Brummer Mexicana en Puebla, S.A. de C.V., Automotive
Accessory Co. Ltd. and Airtex Products, LLC, a limited liability company that
owns the assets of the Airtex Products business of UIS, Inc. (See Note B)

The Company operates in one business segment through its subsidiaries. The
Company manufactures and distributes vehicle parts primarily servicing the
vehicle replacement parts market in North America and Europe.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of UCI
and its subsidiaries. The accompanying combined financial statements include
the accounts of the vehicle parts businesses of UIS, consisting of the
aforementioned entities, which are collectively referred to in these financial
statements as the Predecessor Company or Predecessor. In these notes to
the financial statements, the term the Company refers to both UCI and the
Predecessor Company. The aforementioned June 20, 2003 acquisition is referred
to in these notes to the financial statements as the Acquisition.

The accompanying unaudited condensed consolidated and combined financial
statements have been prepared in accordance with accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X and, accordingly, do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements.

The December 31, 2002 combined balance sheet has been derived from the audited
financial statements included in the Companys Registration Statement on Form
S-4, Amendment No. 2, as filed on October 29, 2003. The financial statements
at September 30, 2003 and for the three-month and nine-month periods ended
September 30, 2003 and 2002 are unaudited. In the opinion of the Company,
these financial statements include all adjustments necessary for a fair
presentation of the financial position and results of operations for such
periods. Such adjustments include normal recurring adjustments and, in the
case of the September 30, 2003 balance sheet and the statement of earnings for
the period June 21, 2003 to September 30, 2003, include the effects of the
preliminary allocation of the Acquisition purchase price. The purchase price
has been allocated based on preliminary estimates of the fair value of the
assets acquired and the liabilities assumed. Purchase price allocations are
subject to change until all pertinent information regarding the Acquisition and
the assets and liabilities of the Company are obtained and fully evaluated.
(See Note B) All significant intercompany accounts and transactions have been
eliminated.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of sales and expense
during the reporting periods. The estimates and assumptions relate to
estimates of collectibility of accounts receivable and the realizability of
inventory, goodwill and other intangible assets, cost accruals, insurance
reserves, income taxes and other factors. Management has exercised
reasonableness in deriving these estimates; however, actual results could
differ from these estimates. In addition to estimates that are typically
reflected in financial statements, the

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##### Table of Contents



NOTE A (continued)

September 30, 2003 balance sheet and the income statement for the period of
June 21, 2003 to September 30, 2003 include the effects of the preliminary
allocation of the Acquisition purchase price. The purchase price has been
allocated based on preliminary estimates of the fair value of the assets
acquired and liabilities assumed. Purchase price allocations are subject to
change until all pertinent information regarding the Acquisition and the assets
and liabilities of the Company are obtained and fully evaluated. (See Note B)

These financial statements should be read in conjunction with the financial
statements and notes thereto and Managements Discussion and Analysis of
Financial Condition and Results of Operations for the year ended December 31,
2002 and for the interim periods ended June 30, 2003 included in the Companys
Registration Statement on Form S-4, Amendment No. 2, as filed on October 29,
2003.

Operating results for the three-month and nine-month periods ended September
30, 2003 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2003.

NOTE B  ACQUISITION

OVERVIEW

On June 20, 2003, UCI purchased from UIS the vehicle parts businesses of UIS,
consisting of all of the issued and outstanding common stock or other equity
interests of the Predecessor Company.

The initial purchase price was $800 million. This amount is subject to certain
agreed-upon post-closing adjustments, which have not yet been determined. In
addition the Company assumed $2 million of debt and capital lease obligations.
Fees and expenses associated with the Acquisition (excluding financing fees)
were approximately $18 million and are accounted for as additional purchase
price. Financing for the Acquisition was comprised of a $260 million equity
contribution by Carlyle and proceeds from $585 million of debt. Proceeds from
the borrowings were also used to pay for approximately $40 million of
Acquisition-related transaction and financing fees. $5 million of the borrowed
funds, which was initially retained as cash on hand to support on-going
operations, have been repaid.

DESCRIPTION OF DEBT TO FUND THE ACQUISITION

The Company borrowed $585 million of debt to fund the Acquisition. The debt
consists of (i) a $50 million Tranche A term loan facility, (ii) a $300 million
Tranche B term loan facility, (iii) $230 million of senior subordinated notes
and (iv) $5 million borrowed under a $75 million revolving credit facility.

Senior credit facilities

The $425 million in senior credit facilities, of which $350 million is
outstanding as of September 30, 2003, is comprised of the following:

a.     Revolving credit facility

The $75 million revolving credit facility is available on a revolving basis for
six years, $5 million of which was funded at closing and subsequently repaid.
At September 30, 2003, $3.4 million of revolving credit borrowing capacity has
been used to support outstanding letters of credit. The interest rates per
annum applicable to the revolving credit facility, as well as Tranche A and
Tranche B term loans, are at the Companys option, the Base Rate or Eurodollar
Rate plus, in each case, an applicable margin. The applicable margin for loans
under the revolving credit facility is determined and is subject to adjustment
based on a consolidated leverage ratio, as defined in the senior credit
facilities. The Base Rate is a fluctuating interest rate equal to the higher
of (a) the prime lending rate as set forth on the British Banking Association
Telerate page 5 or another comparable page, and (b) the Federal funds effective
rate plus 0.50%. At September 30, 2003 the interest rate was 4.38%. In
addition to interest on outstanding borrowings, the Company is required to pay
a commitment fee on unused revolving credit facility commitments at a per
annum rate of 0.50% subject to adjustment based on a consolidated leverage
ratio, as defined.

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##### Table of Contents



NOTE B (continued)

b.     Tranche A term loan

The $50 million term loan facility is due in 2009. Interest is payable
quarterly or more frequently depending on the Eurodollar interest periods
elected under the facility. The interest rate is variable and is determined as
described above. At September 30, 2003 the rate was 4.38%. The loan is
secured by all tangible and intangible assets of the Company. The Tranche A
term loan amortizes in scheduled quarterly payments, aggregating to 5%, 5%,
10%, 20%, 40% and 20% of its initial principal amount in 2004, 2005, 2006,
2007, 2008 and 2009, respectively.

c.     Tranche B term loan

The $300 million term loan facility is due in 2010. Interest is payable
quarterly or more frequently depending on the Eurodollar interest periods
elected under the facility. The interest rate is variable and is determined as
described above. At September 30, 2003 the rate was 4.38%. The loan is
secured by all tangible and intangible assets of the Company. The Tranche B
term loan amortizes in scheduled quarterly payments aggregating to 0.25% of its
initial principal amount in 2003, 1% of its initial principal amount in each of
the years from 2004 through 2008, 47.6% of its initial principal amount in 2009
and 47.1% of its initial principal amount in 2010.

The senior secured credit facilities require mandatory prepayments under
certain events as defined in the agreement and require the Company to maintain
certain financial covenants.

Senior subordinated notes

The $230 million 9 3/8% Senior Subordinated Notes are due in 2013. The 9 3/8%
interest is payable semi-annually, in arrears on June 15 and December 15 of
each year, beginning December 15, 2003. The notes are jointly and severally
guaranteed on a senior subordinated basis by certain of the Companys
subsidiaries. The notes mature June 15, 2013.

Scheduled repayments of Acquisition-related debt

Future mandatory scheduled repayments of the Acquisition-related debt follows
(in thousands):

|                     |  |                    |         | 
|-------------------- |  | ------------------ | ------- | 
|                     |  | September 30, 2003
|                     |  |                   
|2003, fourth quarter |  | $                  | 750     | 
|2004                 |  |                    | 5,500   | 
|2005                 |  |                    | 5,500   | 
|2006                 |  |                    | 8,000   | 
|2007                 |  |                    | 13,000  | 
|2008                 |  |                    | 23,000  | 
|Thereafter           |  |                    | 524,250 | 
|                     |  |                    |         | 
|                     |  | $                  | 580,000 | 
|                     |  |                    |         | 

CHANGE IN INCOME TAX FILING STATUS

As discussed in Note C, the Predecessor Company had elected for certain of its
subsidiaries to be taxed as S Corporations pursuant to the Internal Revenue
Code. In connection with the Acquisition, the Company terminated its S
corporation elections and became a C corporation and, consequently, became
subject to Federal and additional state and local income taxes. The pro forma
information presented below includes adjustments for, among other things, the
change in the Companys income tax filing status. The pro forma income tax
amounts include income taxes as if the Company had been filing as a C
corporation for the entire period.

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##### Table of Contents



NOTE B (continued)

PRELIMINARY ALLOCATION OF THE ACQUISITION PURCHASE PRICE
AND PRO FORMA INFORMATION

The Acquisition is accounted for under the purchase method of accounting, and
accordingly, the results of operations of the acquired companies will be
included in the results of UCI beginning on the Acquisition date. The
information included herein has been prepared based on a preliminary allocation
of the Acquisition purchase price, which was based on preliminary estimates of
the fair value of the assets acquired and liabilities assumed. The purchase
price allocations are subject to change until all pertinent information
regarding the Acquisition and the assets and liabilities of the Company are
obtained and fully evaluated. Additional pertinent information that the
Company is in the process of obtaining includes, but is not limited to (i)
updated actuarial valuations for pensions and other retirement obligations,
(ii) internal and independent consultant evaluations of environment related
risks, and (iii) independent third-party appraisals of property, plant and
equipment and intangible assets other than goodwill. Finalization of the
allocation of the Acquisition purchase price could result in material changes
to the balance sheet presented herein and the unaudited pro forma information
presented below.

The following table summarizes the preliminary estimated fair value of the
assets acquired and liabilities assumed at the date of acquisition.

|                                                                                                         |                           |   |               |     | 
|-------------------------------------------------------------------------------------------------------- | ------------------------- | - | ------------- | --- | 
|                                                                                                         |                           |   | (in millions)
|                                                                                                         |                           |   | (unaudited)  
|                                                                                                         |                           |   |              
|Current assets                                                                                           |                           | $ | 487           |    
|Property, plant and equipment                                                                            |                           |   | 220           |    
|Goodwill                                                                                                 |                           |   | 161           |    
|Other intangible assets                                                                                  |                           |   | 80            |    
|Deferred taxes                                                                                           |                           |   | 18            |    
|Other long term assets                                                                                   |                           |   | 15            |    
|                                                                                                         |                           |   |               |    
|                                                                                                         | Total assets acquired     |   |               | 981 | 
|                                                                                                         |                           |   |               |    
|Current liabilities                                                                                      |                           |   | 100           |    
|Long-term debt, excluding borrowings to fund the
Acquisition purchase price and related transaction
fees |                           |   | 12            |    
|Pension and other post retirement liabilities                                                            |                           |   | 47            |    
|Other long-term liabilities                                                                              |                           |   | 4             |    
|                                                                                                         |                           |   |               |    
|                                                                                                         | Total liabilities assumed |   |               | 163 | 
|                                                                                                         |                           |   |               |    
|Net assets acquired                                                                                      |                           | $ | 818           |    
|                                                                                                         |                           |   |               |    

Of the $80 million of acquired intangible assets, $30 million was assigned to
trademarks that are not subject to amortization and $50 million was assigned to
customer relationships. The preliminary estimated weighted average useful life
of the customer relationships is 15 years.

The $161 million of goodwill resulting from the transaction and all the
written-up values of the other assets are expected to be deductible for income
tax purposes.

Presented below is unaudited pro forma data for the following periods: (a) for
the nine months ended September 30, 2003, after giving effect to the
Acquisition as if it had occurred on January 1, 2003 and (b) for the year ended
December 31, 2002 after giving effect to the Acquisition as if it had occurred
on January 1, 2002. The pro forma adjustments give effect to (i) the
preliminary allocation of the June 20, 2003 Acquisition purchase price, (ii)
the Companys new capital structure, (iii) the new Carlyle management fee (see
Note G), and (iv) income tax expense based on a C corporation filing status
(see Note C). As more fully explained above, the allocation of the Acquisition
purchase price is preliminary. Finalization of the allocation of the
Acquisition purchase price could result in material changes to the unaudited
pro forma information presented below. The pro forma earnings data does not
purport to represent what the results of operations would have been if the
Acquisition had occurred as of the dates indicated above, or what the results
will be in future periods.

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NOTE B (continued)

|                        |  |                          |         |                    |  |   |         |  
|----------------------- |  | ------------------------ | ------- | ------------------ |  | - | ------- | -
|                        |  | Unaudited Pro Forma Data
|                        |  |                         
|                        |  | Year Ended               |         | Nine Months Ended 
|                        |  | December 31, 2002        |         | September 30, 2003
|                        |  |                          |         |                   
|                        |  | (in thousands)          
|Net sales               |  | $                        | 928,551 |                    |  | $ | 735,514 |  
|Operating income (loss) |  |                          | 60,343  |                    |  |   | (13,034 | )
|Net income (loss)       |  |                          | 5,588   |                    |  |   | (31,930 | )

NOTE C  INCOME TAXES

Prior to June 21, 2003, the subsidiaries comprising the Predecessor Company
were treated as disregarded entities for U.S. tax purposes (Qualified
Subchapter S subsidiaries, or Q subs). As Q subs of UIS, the subsidiaries were
included in the U.S. Federal and certain state S corporation income tax returns
of UIS. As such, the income taxes on the earnings of the Predecessor Company
were paid by the sole shareholder of UIS pursuant to an election for Federal
income tax purposes not to be taxed as a corporation. No tax sharing
arrangement existed for the subsidiaries comprising the Predecessor Company.
Accordingly, no provision has been made in the accompanying financial
statements for Federal income taxes on the net earnings of these companies for
the periods prior to June 21, 2003. A provision for certain state franchise
and income taxes has been made.

The Q sub status and the S corporation status terminated immediately prior to
the Acquisition. (See Note B) The Company became a C corporation and will be
subject to both Federal and state income taxes and will begin to file a
consolidated Federal income tax return. UCIs effective tax will increase
accordingly. As part of the preliminary allocation of the Acquisition purchase
price, net deferred tax assets have been increased in recognition of UCIs
higher effective tax rate.

Deferred tax assets and liabilities are provided for temporary differences
between the financial reporting basis and the tax basis of the Companys assets
and liabilities at enacted tax rates expected to be in effect when such amounts
are realized or settled. At December 31, 2002, deferred tax assets are
comprised primarily of inventory-related timing differences between book and
tax, and deferred tax liabilities are primarily attributable to depreciation
differences. The amounts are small because they relate solely to foreign and
certain state entities. As a result of the Acquisition, the Company is a C
corporation, as defined in the Internal Revenue Code, and the tax basis of many
of its assets and liabilities has changed. At September 30, 2003, the
components of deferred tax assets and (liabilities) are summarized below (in
thousands):

|                                              |  |         |        |            |  |   |        | 
|--------------------------------------------- |  | ------- | ------ | ---------- |  | - | ------ | 
|                                              |  | Current |        | Noncurrent
|                                              |  |         |        |           
|Product returns accrual                       |  | $       | 4,966  |            |  | $ |       | 
|Pension and other post retirement liabilities |  |         | 807    |            |  |   | 17,255 | 
|Vacation accrual                              |  |         | 2,281  |            |  |   |       | 
|Tax loss carryforwards                        |  |         | 7,974  |            |  |   |       | 
|Other                                         |  |         | 825    |            |  |   | 1,389  | 
|                                              |  |         |        |            |  |   |        | 
|                                              |  | $       | 16,853 |            |  | $ | 18,644 | 
|                                              |  |         |        |            |  |   |        | 

For the June 21, 2003 through September 30, 2003 period, the Successor Company
has recorded income tax expense at 38% of pretax income. The difference from
the Federal 35% statutory rate is the effect of state and foreign income taxes.

NOTE D - INVENTORIES

The components of inventory consist of the following (in thousands):

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|                  |  |               |         |              |  |   |         | 
|----------------- |  | ------------- | ------- | ------------ |  | - | ------- | 
|                  |  | September 30, |         | December 31,
|                  |  | 2003          |         | 2002        
|                  |  |               |         |             
|Raw materials     |  | $             | 29,291  |              |  | $ | 31,886  | 
|Work in process   |  |               | 49,970  |              |  |   | 44,674  | 
|Finished products |  |               | 100,894 |              |  |   | 137,390 | 
|                  |  |               |         |              |  |   |         | 
|                  |  | $             | 180,155 |              |  | $ | 213,950 | 
|                  |  |               |         |              |  |   |         | 

NOTE E - GEOGRAPHIC INFORMATION

The Company had the following sales by country (in thousands):

|               |  |               |         |               |  |            |         |      |  |      |         |      |  |   |         |  |  |   |         |  |  |   |         | 
|-------------- |  | ------------- | ------- | ------------- |  | ---------- | ------- | ---- |  | ---- | ------- | ---- |  | - | ------- |  |  | - | ------- |  |  | - | ------- | 
|               |  | Three Months  |         | Nine Months   |  | Six Months
|               |  | Ended         |         | Ended         |  | Ended     
|               |  | September 30, |         | September 30, |  | June 30,  
|               |  | 2003          |         | 2002          |  | 2003       |         | 2002 |  | 2003 |         | 2002
|               |  |               |         |               |  |            |         |      |  |      |         |     
|United States  |  | $             | 208,222 |               |  | $          | 194,676 |      |  | $    | 610,773 |      |  | $ | 591,278 |  |  | $ | 402,551 |  |  | $ | 396,603 | 
|Canada         |  |               | 7,277   |               |  |            | 8,380   |      |  |      | 22,427  |      |  |   | 23,250  |  |  |   | 15,150  |  |  |   | 14,871  | 
|United Kingdom |  |               | 9,360   |               |  |            | 7,162   |      |  |      | 27,898  |      |  |   | 25,994  |  |  |   | 18,538  |  |  |   | 18,832  | 
|Mexico         |  |               | 6,704   |               |  |            | 6,921   |      |  |      | 18,507  |      |  |   | 16,932  |  |  |   | 11,803  |  |  |   | 10,011  | 
|Germany        |  |               | 2,400   |               |  |            | 2,852   |      |  |      | 8,429   |      |  |   | 7,971   |  |  |   | 6,029   |  |  |   | 5,118   | 
|Spain          |  |               | 778     |               |  |            | 1,058   |      |  |      | 2,373   |      |  |   | 2,445   |  |  |   | 1,595   |  |  |   | 1,387   | 
|Belgium        |  |               | 1,489   |               |  |            | 1,537   |      |  |      | 4,672   |      |  |   | 4,090   |  |  |   | 3,183   |  |  |   | 2,553   | 
|France         |  |               | 1,972   |               |  |            | 2,534   |      |  |      | 6,042   |      |  |   | 5,280   |  |  |   | 4,070   |  |  |   | 2,746   | 
|Other          |  |               | 15,516  |               |  |            | 10,081  |      |  |      | 34,393  |      |  |   | 28,828  |  |  |   | 18,877  |  |  |   | 18,747  | 
|               |  |               |         |               |  |            |         |      |  |      |         |      |  |   |         |  |  |   |         |  |  |   |         | 
|               |  | $             | 253,718 |               |  | $          | 235,201 |      |  | $    | 735,514 |      |  | $ | 706,068 |  |  | $ | 481,796 |  |  | $ | 470,868 | 
|               |  |               |         |               |  |            |         |      |  |      |         |      |  |   |         |  |  |   |         |  |  |   |         | 

The above sales include combined sales of the Predecessor Company through the
June 20, 2003 Acquisition date. All of the 2002 amounts and approximately 90%
of the six months ended June 30, 2003 amounts are combined sales of the
Predecessor Company.

Long-lived Assets

Net long-lived assets by country are presented below (in thousands):

|                                                                                              |  |               |         |              |  |   |         | 
|--------------------------------------------------------------------------------------------- |  | ------------- | ------- | ------------ |  | - | ------- | 
|                                                                                              |  | September 30, |         | December 31,
|                                                                                              |  | 2003          |         | 2002        
|                                                                                              |  |               |         |             
|United States                                                                                 |  | $             | 133,144 |              |  | $ | 163,073 | 
|United Kingdom                                                                                |  |               | 29,951  |              |  |   | 39,162  | 
|Mexico                                                                                        |  |               | 10,053  |              |  |   | 13,315  | 
|Spain                                                                                         |  |               | 3,158   |              |  |   | 3,488   | 
|Canada                                                                                        |  |               | 290     |              |  |   | 317     | 
|Preliminary allocation of acquisition
purchase price, not
yet allocated to operating entities |  |               | 309,139 |              |  |   |        | 
|                                                                                              |  |               |         |              |  |   |         | 
|                                                                                              |  | $             | 485,735 |              |  | $ | 219,355 | 
|                                                                                              |  |               |         |              |  |   |         | 

NOTE F - CONTINGENCIES

The Company is subject to various legal proceedings and claims arising out of
its business that cover a wide range of matters, including, among others,
product liability, warranty and employment matters. The Company believes that
these proceedings will not have a material adverse effect on the financial
position of the Company. The Company is also subject to contingencies pursuant
to environmental laws and regulations that in the future may require the
Company to take action to correct the effects on the environment of prior
disposal practices or releases of chemical or petroleum substances by the
Company or other parties. The Company has recorded accrued liabilities for
certain environmental remediation activities. These amounts are included in
the lines captioned Accrued expenses and other current liabilities and Other
liabilities on the balance sheet. In managements opinion, such accruals are
appropriate based on existing facts and circumstances. As part of the effort
to finalize the allocation of the Acquisition purchase price (see Note B), the
Company is in the process of obtaining internal and independent consultant
evaluations of environment-related risks. The results of that effort may
require an increase in the liability that is recorded for environment-related
issues when the allocation of the Acquisition purchase price is finalized.
Consequently, the pre-acquisition April 1 to June 20, 2003 period may be
impacted by the final estimate of this liability.

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NOTE G - RELATED PARTY TRANSACTIONS

UIS maintained casualty insurance (workers compensation, commercial general
liability, including product liability and recall and comprehensive automobile)
for all of its subsidiaries, including the Predecessor Company. UIS allocated
premium expense to each subsidiary based on rates charged by the insurance
carrier and predicated and adjusted on
estimated losses. UIS is liable for the settlement of all claims on these
policies. As of the Acquisition date, the Company is no longer covered by UIS.

UIS management fee expense charged to the Predecessor Company was $18,000 and
$52,000 for the nine months ended September 30, 2003 and 2002, respectively.

Occasionally, UIS extended financing to the Predecessor Company. Interest
charges to the Predecessor Company on debt to UIS were $-0- and $55,000 for the
three months ended September 30, 2003 and 2002, respectively. For the nine
months ended September 30, 2003 and 2002, such charges were $180,000 and
$333,000, respectively. These charges are recorded as interest expense. In
addition, the Predecessor Company extended financing to UIS. Interest income
from UIS was $-0- and $1.1 million for the three months ended September 30,
2003 and 2002, respectively. For the nine months ended September 30, 2003 and
2002, such income was $1.4 million and $3.1 million, respectively. This income
is recorded as interest income.

The Company has employment agreements with certain of its executive officers
providing for annual compensation amounting to approximately $0.7 million per
annum plus bonuses (as defined in the employment agreements) and severance pay
under certain circumstances (as defined in the employment agreements).

In connection with the Acquisition, the Company entered into a management
agreement with TC Group, L.L.C., an affiliate of Carlyle, for management and
financial advisory services and oversight to be provided to the Company and its
subsidiaries. Pursuant to this agreement, the Company will pay an annual
management fee to Carlyle of $2.0 million and out-of-pocket expenses, and the
Company may pay Carlyle additional fees associated with financial advisory and
other future transactions. Carlyle also received a one-time transaction fee of
$10.0 million upon consummation of the Acquisition. The agreement also
provides for indemnification of Carlyle against liabilities and expenses
arising out of Carlyles performance of services under the agreement. The
agreement terminates either when Carlyle or its affiliates own less than 10% of
the Companys equity interest or when the company and Carlyle mutually agree to
terminate the agreement.

NOTE H - OTHER INFORMATION

Cash payments for interest and income taxes (net of refunds) and non-cash
transactions were (in thousands):

|                      |                                                                                         |   |                                |        |      |   |       |   | 
|--------------------- | --------------------------------------------------------------------------------------- | - | ------------------------------ | ------ | ---- | - | ----- | - | 
|                      |                                                                                         |   | Nine months Ended September 30
|                      |                                                                                         |   |                               
|                      |                                                                                         |   | 2003                           |        | 2002
|                      |                                                                                         |   |                                |        |     
|Interest              |                                                                                         | $ | 4,341                          |        |      | $ | 641   |  
|Income taxes          |                                                                                         | $ | 2,248                          |        |      | $ | 1,950 |  
|Noncash transactions: |                                                                                         |   |                                |        |      |   |       |  
|                      | Dividends recorded as a reduction to
the receivable from UIS                            |   | $                              | 56,630 |      |   |       |  | 
|                      | Additions to capital stock of subsidiaries
through capitalization of amounts due to UIS |   | $                              | 20,271 |      |   |       |  | 

The above amounts include amounts of the Predecessor through the June 20, 2003
Acquisition date. All of the 2002 amounts, all of the 2003 dividends and
additions to capital stock amounts, approximately $0.3 million of the 2003
interest amount and approximately $2.0 million of the 2003 income taxes amount,
are those of the Predecessor.

At September 30, 2003, 1,000 shares of common stock were authorized, issued and
outstanding. The par value of each share of common stock is $0.01 per share.

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NOTE I  NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, FASB issued Interpretation No. 46, Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51 (FIN 46). FIN 46 requires
certain variable interest entities to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 is effective for all
new variable interest entities created or acquired after January 31, 2003. For
variable
interest entities created or acquired prior to February 1, 2003, the provisions
of FIN 46 must be applied for the first interim or annual period beginning
after June 15, 2003. The Company has determined that this interpretation did
not have a material impact on the Companys financial statements as the Company
has no variable interest entities.

On April 30, 2003, FASB issued Statement No. 149 (SFAS No. 149), Amendment
of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No.
149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under Statement No. 133. In particular, this statement clarifies
under what circumstances a contract with an initial net investment meets the
characteristic of a derivative as discussed in Statement No. 133, and it
clarifies when a derivative contains a financing component that warrants
special reporting in the statement of cash flows. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003 and is to be applied
prospectively. Adoption of SFAS No. 149 did not have a material effect on the
Companys financial statements.

In May 2003, the FASB issued Statement No. 150 (SFAS No. 150), Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity. SFAS 150 requires that certain financial instruments, which under
previous guidance were accounted for as equity, must now be accounted for as
liabilities. The Standard requires that certain financial instruments be
classified as liabilities, including mandatorily redeemable financial
instruments, obligations to repurchase the issuers equity shares by
transferring assets and certain obligations to issue a variable number of
shares. SFAS 150 is effective for financial instruments entered into or
modified subsequent to May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. Adoption
of SFAS 150 did not affect the Companys financial statements, because the
Company does not have any of the financial instruments contemplated in SFAS
150.

NOTE J  ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in
thousands):

|                                 |  |                    |        |                   |  |   |        | 
|-------------------------------- |  | ------------------ | ------ | ----------------- |  | - | ------ | 
|                                 |  | September 30, 2003 |        | December 31, 2002
|                                 |  |                    |        |                  
|Salaries and wages               |  | $                  | 6,745  |                   |  | $ | 7,554  | 
|Vacation pay                     |  |                    | 6,335  |                   |  |   | 4,569  | 
|Customers rebates and discounts |  |                    | 6,905  |                   |  |   | 4,366  | 
|Other credits due customers      |  |                    | 3,579  |                   |  |   | 3,111  | 
|Pension and profit sharing       |  |                    | 3,674  |                   |  |   | 2,904  | 
|Insurance                        |  |                    | 4,302  |                   |  |   | 3,539  | 
|Product return                   |  |                    | 13,794 |                   |  |   | 4,252  | 
|Advertising                      |  |                    | 3,516  |                   |  |   | 1,719  | 
|Interest                         |  |                    | 7,040  |                   |  |   |       | 
|Other                            |  |                    | 12,750 |                   |  |   | 12,368 | 
|                                 |  |                    |        |                   |  |   |        | 
|                                 |  | $                  | 68,640 |                   |  | $ | 44,382 | 
|                                 |  |                    |        |                   |  |   |        | 

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NOTE K  GUARANTOR AND NONGUARANTOR FINANCIAL STATEMENTS

The senior credit facilities are secured by substantially all the assets of the
Company. The senior subordinated notes (the Notes) are unsecured and rank
equally in right of payment with any of the Companys future senior
subordinated indebtedness. The Notes are subordinated to indebtedness and
other liabilities of UCIs subsidiaries that are not guarantors of the Notes.
The Notes and borrowings under the senior credit facilities are guaranteed on a
full and unconditional and joint and several basis by UCIs domestic
subsidiaries.

The condensed financial information, which follows, includes the consolidated
results of UCI subsequent to the June 20, 2003 Acquisition date and the
combined results of the Predecessor Company prior to the Acquisition. This
information includes condensed financial statements for (a) UCI, which is the
issuer of the Notes and borrower under the senior credit facilities, (b) the
domestic subsidiaries, which guarantee the Notes and borrowings under the
senior credit facilities (the Guarantors), (c) the foreign subsidiaries (the
Non-Guarantors), and (d) a consolidated UCI or a combined Predecessor
Company, as applicable. Also included are consolidating entries, which
principally consist of eliminations of investments in consolidated subsidiaries
and intercompany balances and transactions.

The step-up amounts resulting from the preliminary allocation of the
Acquisition purchase price are included with UCI and have not yet been
allocated to its subsidiaries. Consequently, the Guarantor and Non-Guarantor
are reported on the Predecessors historical basis. The purchase price
allocations are based on preliminary estimates of the fair value of assets
acquired and liabilities assumed. Purchase price allocations are subject to
change until all pertinent information regarding the Acquisition and the assets
and liabilities of the Company are obtained and fully evaluated.

Separate financial statements of the Guarantor subsidiaries are not presented
because their guarantees are full and unconditional and joint and several, and
the Company believes separate financial statements and other disclosure
regarding the Guarantor subsidiaries are not material to investors.

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NOTE K (continued)

Consolidating Condensed Balance Sheet
September 30, 2003 (Unaudited)

|                                              |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |        | 
|--------------------------------------------- | ---------------------------------------------- | -------------------------- | --------- | ------------ | ------- | ------------ | -------- | -------- | -------- | --------- | ------- | -------------- | ------- | - | ------- | ------- | ------- | ---- | ------ | ------ | ------ | 
|                                              |                                                |                            |           | UCI          |         |              |          |          |          |           |         |                |         |   |         |         |         | Non-
|                                              |                                                |                            |           | Consolidated |         | Eliminations |          | UCI      |          | Guarantor |         | Guarantor     
|                                              |                                                |                            |           |              |         |              |          |          |          |           |         |               
|                                              |                                                |                            |           |              |         |              |          |          |          |           |         | (in thousands) |         |   |         |         |         |      |        |       
|Assets                                        |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |       
|Current assets                                |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |       
|                                              | Cash and cash equivalents                      |                            | $         | 73,078       |         |              | $        |          |          |           | $       | 64,697         |         |   | $       | 1,311   |         |      | $      | 7,070  |       
|                                              | Accounts receivable, net                       |                            |           | 245,049      |         |              |          |          |          |           |         |                |         |   |         | 224,715 |         |      |        | 20,334 |       
|                                              | Inventories                                    |                            |           | 180,155      |         |              |          |          |          |           |         | 2,803          |         |   |         | 162,553 |         |      |        | 14,799 |       
|                                              | Deferred tax                                   |                            |           | 16,853       |         |              |          |          |          |           |         | 24,696         |         |   |         | (8,423  | )       |      |        | 580    |       
|                                              | Other current assets                           |                            |           | 12,876       |         |              |          |          |          |           |         | 1,909          |         |   |         | 5,432   |         |      |        | 5,535  |       
|                                              |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |       
|                                              |                                                | Total current assets       |           |              | 528,011 |              |          |          |          |           |         |                | 94,105  |   |         |         | 385,588 |      |        |        | 48,318 | 
|Property, plant and equipment, net            |                                                |                            | 215,112   |              |         |              |          |          |          |           | 55,550  |                |         |   | 119,430 |         |         |      | 40,132 |       
|Due from parent                               |                                                |                            |           |              |         |              | (12,456  | )        |          |           | (73,598 | )              |         |   | 84,068  |         |         |      | 1,986  |       
|Investment in subsidiaries                    |                                                |                            |          |              |         |              | (547,120 | )        |          |           | 533,474 |                |         |   | 13,646  |         |         |      |        |       
|Goodwill                                      |                                                |                            | 160,707   |              |         |              |          |          |          |           | 160,707 |                |         |   |         |         |         |      |        |       
|Other intangible assets, net                  |                                                |                            | 78,614    |              |         |              |          |          |          |           | 78,105  |                |         |   | 396     |         |         |      | 113    |       
|Deferred financing costs                      |                                                |                            | 12,400    |              |         |              |          |          |          |           | 12,400  |                |         |   |         |         |         |      |        |       
|Deferred tax                                  |                                                |                            | 18,644    |              |         |              |          |          |          |           | 18,351  |                |         |   |         |         |         |      | 293    |       
|Other assets                                  |                                                |                            | 258       |              |         |              |          |          |          |           | (927    | )              |         |   | 9       |         |         |      | 1,176  |       
|                                              |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |       
|Total assets                                  |                                                | $                          | 1,013,746 |              |         | $            | (559,576 | )        |          | $         | 878,167 |                |         | $ | 603,137 |         |         | $    | 92,018 |       
|                                              |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |       
|Liabilities and shareholders equity          |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |       
|Current liabilities                           |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |       
|                                              | Accounts payable                               |                            | $         | 68,708       |         |              | $        |          |          |           | $       |                |         |   | $       | 58,392  |         |      | $      | 10,316 |       
|                                              | Notes payable                                  |                            |           | 1,030        |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        | 1,030  |       
|                                              | Current maturities of long-term debt           |                            |           | 4,940        |         |              |          |          |          |           |         | 4,875          |         |   |         |         |         |      |        | 65     |       
|                                              | Accrued expenses and other current
liabilities |                            |           | 68,640       |         |              |          |          |          |           |         | 18,026         |         |   |         | 44,724  |         |      |        | 5,890  |       
|                                              |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |       
|                                              |                                                | Total current liabilities  |           |              | 143,318 |              |          |          |          |           |         |                | 22,901  |   |         |         | 103,116 |      |        |        | 17,301 | 
|Long-term debt, less current maturities       |                                                |                            | 569,419   |              |         |              |          |          |          |           | 568,975 |                |         |   |         |         |         |      | 444    |       
|Pension and other post retirement liabilities |                                                |                            | 47,930    |              |         |              |          |          |          |           | 40,588  |                |         |   | 7,342   |         |         |      |        |       
|Deferred tax                                  |                                                |                            |           |              |         |              |          |          |          |           | (3,870  | )              |         |   | 699     |         |         |      | 3,171  |       
|Other liabilities                             |                                                |                            | 4,247     |              |         |              |          |          |          |           | 741     |                |         |   | 3,506   |         |         |      |        |       
|Due to parent, subsidiaries or division       |                                                |                            |           |              |         |              | (12,456  | )        |          |           |         |                |         |   | 1,986   |         |         |      | 10,470 |       
|Shareholders equity                          |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |       
|                                              | Preferred stock                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |       
|                                              | Common stock                                   |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |       
|                                              | Additional paid-in capital                     |                            |           | 261,011      |         |              |          | (529,618 | )        |           |         | 261,011        |         |   |         | 468,764 |         |      |        | 60,854 |       
|                                              | Retained (deficit) earnings                    |                            |           | (10,558      | )       |              |          | (18,382  | )        |           |         | (10,558        | )       |   |         | 17,786  |         |      |        | 596    |       
|                                              | Division equity                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |       
|                                              | Accumulated comprehensive income
(loss)        |                            |           | (1,621       | )       |              |          | 880      |          |           |         | (1,621         | )       |   |         | (62     | )       |      |        | (818   | )     
|                                              |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |       
|                                              |                                                | Total shareholders equity |           |              | 248,832 |              |          |          | (547,120 | )         |         |                | 248,832 |   |         |         | 486,488 |      |        |        | 60,632 | 
|                                              |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |       
|Total liabilities and shareholders equity    |                                                | $                          | 1,013,746 |              |         | $            | (559,576 | )        |          | $         | 878,167 |                |         | $ | 603,137 |         |         | $    | 92,018 |       
|                                              |                                                |                            |           |              |         |              |          |          |          |           |         |                |         |   |         |         |         |      |        |        |       

18



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##### Table of Contents



NOTE K (continued)

Combining Condensed Balance Sheet
December 31, 2002

|                                              |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |        |        | 
|--------------------------------------------- | ---------------------------------------------- | -------------------------- | ------- | ----------- | ------- | ------------ | ------- | -------------- | ------- | --------- | - | --------- |  | - | ------- | ------- | ------- | ---- | ------- | ------ | ------ | 
|                                              |                                                |                            |         | Predecessor |         |              |         |                |         |           |   |           |  |   |         |         |         | Non-
|                                              |                                                |                            |         | Combined    |         | Eliminations |         | UCI            |         | Guarantor |   | Guarantor
|                                              |                                                |                            |         |             |         |              |         |                |         |           |   |          
|                                              |                                                |                            |         |             |         |              |         | (in thousands) |         |           |   |          
|Assets                                        |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|Current assets                                |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|                                              | Cash and cash equivalents                      |                            | $       | 28,354      |         |              | $       |                |         |           | $ |           |  |   | $       | 7,237   |         |      | $       | 21,117 |       
|                                              | Accounts receivable, net                       |                            |         | 211,551     |         |              |         |                |         |           |   |           |  |   |         | 194,252 |         |      |         | 17,299 |       
|                                              | Inventories                                    |                            |         | 213,950     |         |              |         |                |         |           |   |           |  |   |         | 196,595 |         |      |         | 17,355 |       
|                                              | Deferred tax                                   |                            |         | 1,052       |         |              |         |                |         |           |   |           |  |   |         | 1,052   |         |      |         |        |       
|                                              | Other current assets                           |                            |         | 10,208      |         |              |         |                |         |           |   |           |  |   |         | 5,853   |         |      |         | 4,355  |       
|                                              |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|                                              |                                                | Total current assets       |         |             | 465,115 |              |         |                |         |           |   |           |  |   |         |         | 404,989 |      |         |        | 60,126 | 
|Property, plant and equipment, net            |                                                |                            | 152,529 |             |         |              |         |                |         |           |   |           |  |   | 112,125 |         |         |      | 40,404  |       
|Due from parent                               |                                                |                            | 37,379  |             |         |              | (73,638 | )              |         |           |   |           |  |   | 109,599 |         |         |      | 1,418   |       
|Investment in subsidiaries                    |                                                |                            |         |             |         |              | (13,564 | )              |         |           |   |           |  |   | 13,564  |         |         |      |         |       
|Goodwill                                      |                                                |                            | 14,913  |             |         |              |         |                |         |           |   |           |  |   | 20      |         |         |      | 14,893  |       
|Other intangible assets, net                  |                                                |                            | 600     |             |         |              |         |                |         |           |   |           |  |   | 600     |         |         |      |         |       
|Deferred financing costs                      |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|Deferred tax                                  |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|Other assets                                  |                                                |                            | 13,934  |             |         |              |         |                |         |           |   |           |  |   | 12,955  |         |         |      | 979     |       
|                                              |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|Total assets                                  |                                                | $                          | 684,470 |             |         | $            | (87,202 | )              |         | $         |   |           |  | $ | 653,852 |         |         | $    | 117,820 |       
|                                              |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|Liabilities and shareholders equity          |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|Current liabilities                           |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|                                              | Accounts payable                               |                            | $       | 44,817      |         |              | $       |                |         |           | $ |           |  |   | $       | 37,579  |         |      | $       | 7,238  |       
|                                              | Notes payable                                  |                            |         | 962         |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         | 962    |       
|                                              | Current maturities of long-term debt           |                            |         | 1,398       |         |              |         |                |         |           |   |           |  |   |         | 197     |         |      |         | 1,201  |       
|                                              | Accrued expenses and other current
liabilities |                            |         | 44,382      |         |              |         |                |         |           |   |           |  |   |         | 37,863  |         |      |         | 6,519  |       
|                                              |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|                                              |                                                | Total current liabilities  |         |             | 91,559  |              |         |                |         |           |   |           |  |   |         |         | 75,639  |      |         |        | 15,920 | 
|Long-term debt, less current maturities       |                                                |                            | 549     |             |         |              |         |                |         |           |   |           |  |   | 157     |         |         |      | 392     |       
|Pension and other post retirement liabilities |                                                |                            | 20,326  |             |         |              |         |                |         |           |   |           |  |   | 20,326  |         |         |      |         |       
|Deferred tax                                  |                                                |                            | 3,761   |             |         |              |         |                |         |           |   |           |  |   | 699     |         |         |      | 3,062   |       
|Other liabilities                             |                                                |                            | 240     |             |         |              |         |                |         |           |   |           |  |   | 240     |         |         |      |         |       
|Due to parent, subsidiaries or division       |                                                |                            |         |             |         |              | (73,638 | )              |         |           |   |           |  |   | 62,573  |         |         |      | 11,065  |       
|Shareholders Equity                          |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|                                              | Preferred stock                                |                            |         | 13          |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         | 13     |       
|                                              | Common stock                                   |                            |         | 4,289       |         |              |         | (5,082         | )       |           |   |           |  |   |         | 121     |         |      |         | 9,250  |       
|                                              | Additional paid-in capital                     |                            |         | 44,940      |         |              |         | (7,362         | )       |           |   |           |  |   |         | 16,011  |         |      |         | 36,291 |       
|                                              | Retained (deficit) earnings                    |                            |         | 467,376     |         |              |         | (1,120         | )       |           |   |           |  |   |         | 423,014 |         |      |         | 45,482 |       
|                                              | Division equity                                |                            |         | 67,929      |         |              |         |                |         |           |   |           |  |   |         | 67,929  |         |      |         |        |       
|                                              | Accumulated comprehensive income
(loss)        |                            |         | (16,512     | )       |              |         |                |         |           |   |           |  |   |         | (12,857 | )       |      |         | (3,655 | )     
|                                              |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|                                              |                                                | Total shareholders equity |         |             | 568,035 |              |         |                | (13,564 | )         |   |           |  |   |         |         | 494,218 |      |         |        | 87,381 | 
|                                              |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       
|Total liabilities and shareholders equity    |                                                | $                          | 684,470 |             |         | $            | (87,202 | )              |         | $         |   |           |  | $ | 653,852 |         |         | $    | 117,820 |       
|                                              |                                                |                            |         |             |         |              |         |                |         |           |   |           |  |   |         |         |         |      |         |       

19



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##### Table of Contents



NOTE K (continued)

Consolidating Condensed Income Statement
Three Months Ended September 30, 2003 (Unaudited)

|                                                   |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |       |       |  | 
|-------------------------------------------------- | --------------------------------- | --------------------------------- | ------- | ------- | ---------------- | - | ------------ | ---- | -------------- | - | --------- | ------- | ------------- | - | ------- | ------ | ------ | - | ------ | ----- | ----- |  | 
|                                                   |                                   |                                   |         |         | UCI Consolidated |   | Eliminations |      | UCI            |   | Guarantor |         | Non-Guarantor
|                                                   |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |              
|                                                   |                                   |                                   |         |         |                  |   |              |      | (in thousands) |   |           |         |               |   |         |        |       
|Net sales                                          |                                   | $                                 | 253,718 |         |                  | $ | (2,607       | )    |                | $ |          |         |               | $ | 229,123 |        |        | $ | 27,202 |      
|Cost of sales                                      |                                   |                                   | 222,481 |         |                  |   | (2,607       | )    |                |   | 25,146    |         |               |   | 179,146 |        |        |   | 20,796 |      
|                                                   |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |      
|                                                   |                                   | Gross profit                      |         |         | 31,237           |   |              |      |               |   |           |         | (25,146       | ) |         |        | 49,977 |   |        |       | 6,406 | 
|                                                   |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |      
|Operating expenses                                 |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |      
|                                                   | Selling and warehousing           |                                   |         | 19,347  |                  |   |              |      |                |   |           |         |               |   |         | 17,774 |        |   |        | 1,573 |      
|                                                   | General and administrative        |                                   |         | 11,928  |                  |   |              |      |                |   |           | 2,058   |               |   |         | 5,746  |        |   |        | 4,124 |      
|                                                   | Amortization of other intangibles |                                   |         | 1,282   |                  |   |              |     |                |   |           | 1,252   |               |   |         | 30     |        |   |        |       |      
|                                                   |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |      
|                                                   |                                   | Operating income (loss)           |         |         | (1,320           | ) |              |      |                |   |           |         | (28,456       | ) |         |        | 26,427 |   |        |       | 709   | 
|                                                   |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |      
|Other income (expense)                             |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |      
|                                                   | Interest income                   |                                   |         | 86      |                  |   |              | (125 | )              |   |           | 9       |               |   |         | 145    |        |   |        | 57    |      
|                                                   | Interest expense                  |                                   |         | (10,525 | )                |   |              | 125  |                |   |           | (10,518 | )             |   |         | (15    | )      |   |        | (117  | )    
|                                                   | Management fee expense            |                                   |         | (506    | )                |   |              |      |                |   |           | (500    | )             |   |         | 32     |        |   |        | (38   | )    
|                                                   | Miscellaneous, net                |                                   |         | 80      |                  |   |              |      |                |   |           | 110     |               |   |         | (150   | )      |   |        | 120   |      
|                                                   |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |      
|                                                   |                                   | Income (loss) before income taxes |         |         | (12,185          | ) |              |      |                |   |           |         | (39,355       | ) |         |        | 26,439 |   |        |       | 731   | 
|Income tax expense (benefit)                       |                                   |                                   | (4,630  | )       |                  |   |              |      |                |   | (16,196   | )       |               |   | 11,038  |        |        |   | 528    |      
|                                                   |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |      
|Increase before equity in earnings of
subsidiaries |                                   |                                   | (7,555  | )       |                  |   |              |      |                |   | (23,159   | )       |               |   | 15,401  |        |        |   | 203    |      
|Equity in earnings of subsidiaries                 |                                   |                                   |         |         |                  |   | (15,604      | )    |                |   | 15,604    |         |               |   |         |        |        |   |        |      
|                                                   |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |      
|                                                   |                                   | Net income (loss)                 |         | $       | (7,555           | ) |              | $    | (15,604        | ) |           | $       | (7,555        | ) |         | $      | 15,401 |   |        | $     | 203   | 
|                                                   |                                   |                                   |         |         |                  |   |              |      |                |   |           |         |               |   |         |        |        |   |        |      

20



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##### Table of Contents



NOTE K (continued)

Combining Condensed Income Statement
Three Months Ended September 30, 2002 (Unaudited)

|                             |                                   |                            |         |             |        |              |        |                |    |           |  |           |  |   |         |        |        |      |        |       |       | 
|---------------------------- | --------------------------------- | -------------------------- | ------- | ----------- | ------ | ------------ | ------ | -------------- | -- | --------- |  | --------- |  | - | ------- | ------ | ------ | ---- | ------ | ----- | ----- | 
|                             |                                   |                            |         | Predecessor |        |              |        |                |    |           |  |           |  |   |         |        |        | Non-
|                             |                                   |                            |         | Combined    |        | Eliminations |        | UCI            |    | Guarantor |  | Guarantor
|                             |                                   |                            |         |             |        |              |        |                |    |           |  |          
|                             |                                   |                            |         |             |        |              |        | (in thousands) |    |           |  |          
|Net sales                    |                                   | $                          | 235,201 |             |        | $            | (3,780 | )              |    | $         |  |           |  | $ | 213,002 |        |        | $    | 25,979 |      
|Cost of sales                |                                   |                            | 177,651 |             |        |              | (3,808 | )              |    |           |  |           |  |   | 163,489 |        |        |      | 17,970 |      
|                             |                                   |                            |         |             |        |              |        |                |    |           |  |           |  |   |         |        |        |      |        |      
|                             |                                   | Gross profit               |         |             | 57,550 |              |        |                | 28 |           |  |           |  |   |         |        | 49,513 |      |        |       | 8,009 | 
|                             |                                   |                            |         |             |        |              |        |                |    |           |  |           |  |   |         |        |        |      |        |      
|Operating expenses           |                                   |                            |         |             |        |              |        |                |    |           |  |           |  |   |         |        |        |      |        |      
|                             | Selling and warehousing           |                            |         | 19,781      |        |              |        |                |    |           |  |           |  |   |         | 17,525 |        |      |        | 2,256 |      
|                             | General and administrative        |                            |         | 10,907      |        |              |        |                |    |           |  |           |  |   |         | 7,094  |        |      |        | 3,813 |      
|                             | Amortization of other intangibles |                            |         | 30          |        |              |        |                |    |           |  |           |  |   |         | 30     |        |      |        |      |      
|                             |                                   |                            |         |             |        |              |        |                |    |           |  |           |  |   |         |        |        |      |        |      
|                             |                                   | Operating income           |         |             | 26,832 |              |        |                | 28 |           |  |           |  |   |         |        | 24,864 |      |        |       | 1,940 | 
|                             |                                   |                            |         |             |        |              |        |                |    |           |  |           |  |   |         |        |        |      |        |      
|Other income (expense)       |                                   |                            |         |             |        |              |        |                |    |           |  |           |  |   |         |        |        |      |        |      
|                             | Interest income                   |                            |         | 973         |        |              |        |                |    |           |  |           |  |   |         | 959    |        |      |        | 14    |      
|                             | Interest expense                  |                            |         | (67         | )      |              |        |                |    |           |  |           |  |   |         | (69    | )      |      |        | 2     |      
|                             | Management fee expense            |                            |         | (14         | )      |              |        |                |    |           |  |           |  |   |         | 3      |        |      |        | (17   | )    
|                             | Miscellaneous, net                |                            |         | 462         |        |              |        | (26            | )  |           |  |           |  |   |         | 109    |        |      |        | 379   |      
|                             |                                   |                            |         |             |        |              |        |                |    |           |  |           |  |   |         |        |        |      |        |      
|                             |                                   | Income before income taxes |         |             | 28,186 |              |        |                | 2  |           |  |           |  |   |         |        | 25,866 |      |        |       | 2,318 | 
|Income tax expense (benefit) |                                   |                            | (814    | )           |        |              |        |                |    |           |  |           |  |   | (1,625  | )      |        |      | 811    |      
|                             |                                   |                            |         |             |        |              |        |                |    |           |  |           |  |   |         |        |        |      |        |      
|                             |                                   | Net income                 |         | $           | 29,000 |              |        | $              | 2  |           |  | $         |  |   |         | $      | 27,491 |      |        | $     | 1,507 | 
|                             |                                   |                            |         |             |        |              |        |                |    |           |  |           |  |   |         |        |        |      |        |      

21



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##### Table of Contents



NOTE K (continued)

Consolidating Condensed Income Statement
June 21, 2003 to September 30, 2003 (Unaudited)

|                                                   |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |       |       |  | 
|-------------------------------------------------- | --------------------------------- | --------------------------------- | ------- | ------- | ------------ | - | ------------ | ---- | -------------- | - | --------- | ------- | --------- | - | ------- | ------ | ------ | - | ------ | ----- | ----- |  | 
|                                                   |                                   |                                   |         |         | UCI          |   |              |      |                |   |           |         |           |   |         |        |        |   | Non-  
|                                                   |                                   |                                   |         |         | Consolidated |   | Eliminations |      | UCI            |   | Guarantor |         | Guarantor
|                                                   |                                   |                                   |         |         |              |   |              |      |                |   |           |         |          
|                                                   |                                   |                                   |         |         |              |   |              |      | (in thousands) |   |           |         |           |   |         |        |       
|Net sales                                          |                                   | $                                 | 279,897 |         |              | $ | (2,965       | )    |                | $ |          |         |           | $ | 252,422 |        |        | $ | 30,440 |      
|Cost of sales                                      |                                   |                                   | 245,882 |         |              |   | (2,965       | )    |                |   | 28,219    |         |           |   | 197,782 |        |        |   | 22,846 |      
|                                                   |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |      
|                                                   |                                   | Gross profit                      |         |         | 34,015       |   |              |      |               |   |           |         | (28,219   | ) |         |        | 54,640 |   |        |       | 7,594 | 
|                                                   |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |      
|Operating expenses                                 |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |      
|                                                   | Selling and warehousing           |                                   |         | 21,561  |              |   |              |      |                |   |           |         |           |   |         | 19,846 |        |   |        | 1,715 |      
|                                                   | General and administrative        |                                   |         | 13,428  |              |   |              |      |                |   |           | 2,543   |           |   |         | 6,119  |        |   |        | 4,766 |      
|                                                   | Amortization of other intangibles |                                   |         | 1,386   |              |   |              |      |                |   |           | 1,356   |           |   |         | 30     |        |   |        |      |      
|                                                   |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |      
|                                                   |                                   | Operating income (loss)           |         |         | (2,360       | ) |              |      |                |   |           |         | (32,118   | ) |         |        | 28,645 |   |        |       | 1,113 | 
|                                                   |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |      
|Other income (expense)                             |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |      
|                                                   | Interest income                   |                                   |         | 86      |              |   |              | (359 | )              |   |           | 23      |           |   |         | 372    |        |   |        | 50    |      
|                                                   | Interest expense                  |                                   |         | (14,385 | )            |   |              | 359  |                |   |           | (14,390 | )         |   |         | (221   | )      |   |        | (133  | )    
|                                                   | Management fee expense            |                                   |         | (561    | )            |   |              |      |                |   |           | (500    | )         |   |         | (24    | )      |   |        | (37   | )    
|                                                   | Miscellaneous, net                |                                   |         | 191     |              |   |              |      |                |   |           |         |           |   |         | 54     |        |   |        | 137   |      
|                                                   |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |      
|                                                   |                                   | Income (loss) before
income taxes |         |         | (17,029      | ) |              |      |                |   |           |         | (46,985   | ) |         |        | 28,826 |   |        |       | 1,130 | 
|Income tax expense (benefit)                       |                                   |                                   | (6,471  | )       |              |   |              |      |                |   | (18,045   | )       |           |   | 11,040  |        |        |   | 534    |      
|                                                   |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |      
|Increase before equity in earnings of
subsidiaries |                                   |                                   | (10,558 | )       |              |   |              |      |                |   | (28,940   | )       |           |   | 17,786  |        |        |   | 596    |      
|Equity in earnings of subsidiaries                 |                                   |                                   |         |         |              |   | (18,382      | )    |                |   | 18,382    |         |           |   |         |        |        |   |        |      
|                                                   |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |      
|                                                   |                                   | Net income (loss)                 |         | $       | (10,558      | ) |              | $    | (18,382        | ) |           | $       | (10,558   | ) |         | $      | 17,786 |   |        | $     | 596   | 
|                                                   |                                   |                                   |         |         |              |   |              |      |                |   |           |         |           |   |         |        |        |   |        |      

22



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##### Table of Contents



NOTE K (continued)

Combining Condensed Income Statement
January 1, 2003 to June 20, 2003 (Unaudited)

|                       |                                   |                            |            |        |             |        |              |   |                |   |           |  |           |   |         |        |        |        |        |       |        |     | 
|---------------------- | --------------------------------- | -------------------------- | ---------- | ------ | ----------- | ------ | ------------ | - | -------------- | - | --------- |  | --------- | - | ------- | ------ | ------ | ------ | ------ | ----- | ------ | --- | 
|                       |                                   |                            |            |        | Predecessor |        |              |   |                |   |           |  |           |   |         |        |        |        | Non-  
|                       |                                   |                            |            |        | Combined    |        | Eliminations |   | UCI            |   | Guarantor |  | Guarantor
|                       |                                   |                            |            |        |             |        |              |   |                |   |           |  |          
|                       |                                   |                            |            |        |             |        |              |   | (in thousands) |   |           |  |          
|Net sales              |                                   | $                          | 455,617    |        |             | $      | (6,912       | ) |                | $ |           |  |           | $ | 408,153 |        |        | $      | 54,376 |      
|Cost of sales          |                                   |                            | 374,501    |        |             |        | (6,912       | ) |                |   |           |  |           |   | 340,508 |        |        |        | 40,905 |      
|                       |                                   |                            |            |        |             |        |              |   |                |   |           |  |           |   |         |        |        |        |        |      
|                       |                                   | Gross profit               |            |        | 81,116      |        |              |   |                |   |           |  |           |   |         |        | 67,645 |        |        |       | 13,471 |    
|                       |                                   |                            |            |        |             |        |              |   |                |   |           |  |           |   |         |        |        |        |        |      
|Operating expenses     |                                   |                            |            |        |             |        |              |   |                |   |           |  |           |   |         |        |        |        |        |      
|                       | Selling and warehousing           |                            |            | 37,736 |             |        |              |   |                |   |           |  |           |   |         | 34,367 |        |        |        | 3,369 |       
|                       | General and administrative        |                            |            | 21,637 |             |        |              |   |                |   |           |  |           |   |         | 13,235 |        |        |        | 8,402 |       
|                       | Amortization of other intangibles |                            |            | 60     |             |        |              |   |                |   |           |  |           |   |         | 60     |        |        |        |      |       
|                       |                                   |                            |            |        |             |        |              |   |                |   |           |  |           |   |         |        |        |        |        |      
|                       |                                   | Operating income           |            |        | 21,683      |        |              |   |                |   |           |  |           |   |         |        | 19,983 |        |        |       | 1,700  |    
|                       |                                   |                            |            |        |             |        |              |   |                |   |           |  |           |   |         |        |        |        |        |      
|Other income (expense) |                                   |                            |            |        |             |        |              |   |                |   |           |  |           |   |         |        |        |        |        |      
|                       | Interest income                   |                            |            | 1,712  |             |        |              |   |                |   |           |  |           |   |         | 1,449  |        |        |        | 263   |       
|                       | Interest expense                  |                            |            | (245   | )           |        |              |   |                |   |           |  |           |   |         | 73     |        |        |        | (318  | )     
|                       | Management fee expense            |                            |            | (18    | )           |        |              |   |                |   |           |  |           |   |         | 9      |        |        |        | (27   | )     
|                       | Miscellaneous, net                |                            |            | (408   | )           |        |              |   |                |   |           |  |           |   |         | (7     | )      |        |        | (401  | )     
|                       |                                   |                            |            |        |             |        |              |   |                |   |           |  |           |   |         |        |        |        |        |      
|                       |                                   | Income before income taxes |            |        | 22,724      |        |              |   |                |   |           |  |           |   |         |        | 21,507 |        |        |       | 1,217  |    
|Income tax expense     |                                   |                            | 942        |        |             |        |              |   |                |   |           |  |           |   | 493     |        |        |        | 449    |      
|                       |                                   |                            |            |        |             |        |              |   |                |   |           |  |           |   |         |        |        |        |        |      
|                       |                                   |                            | Net income |        | $           | 21,782 |              |   | $              |   |           |  | $         |   |         |        | $      | 21,014 |        |       | $      | 768 | 
|                       |                                   |                            |            |        |             |        |              |   |                |   |           |  |           |   |         |        |        |        |        |      

23



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##### Table of Contents



NOTE K (continued)

Combining Condensed Income Statement
Nine Months Ended September 30, 2002 (Unaudited)

|                             |                                   |                            |         |             |         |              |         |                |    |           |  |           |  |   |         |        |         |      |        |        |        | 
|---------------------------- | --------------------------------- | -------------------------- | ------- | ----------- | ------- | ------------ | ------- | -------------- | -- | --------- |  | --------- |  | - | ------- | ------ | ------- | ---- | ------ | ------ | ------ | 
|                             |                                   |                            |         | Predecessor |         |              |         |                |    |           |  |           |  |   |         |        |         | Non-
|                             |                                   |                            |         | Combined    |         | Eliminations |         | UCI            |    | Guarantor |  | Guarantor
|                             |                                   |                            |         |             |         |              |         |                |    |           |  |          
|                             |                                   |                            |         |             |         |              |         | (in thousands) |    |           |  |          
|Net sales                    |                                   | $                          | 706,068 |             |         | $            | (17,539 | )              |    | $         |  |           |  | $ | 637,346 |        |         | $    | 86,261 |       
|Cost of sales                |                                   |                            | 535,756 |             |         |              | (17,616 | )              |    |           |  |           |  |   | 492,033 |        |         |      | 61,339 |       
|                             |                                   |                            |         |             |         |              |         |                |    |           |  |           |  |   |         |        |         |      |        |       
|                             |                                   | Gross profit               |         |             | 170,312 |              |         |                | 77 |           |  |           |  |   |         |        | 145,313 |      |        |        | 24,922 | 
|                             |                                   |                            |         |             |         |              |         |                |    |           |  |           |  |   |         |        |         |      |        |       
|Operating expenses           |                                   |                            |         |             |         |              |         |                |    |           |  |           |  |   |         |        |         |      |        |       
|                             | Selling and warehousing           |                            |         | 59,866      |         |              |         |                |    |           |  |           |  |   |         | 53,511 |         |      |        | 6,355  |       
|                             | General and administrative        |                            |         | 30,428      |         |              |         |                |    |           |  |           |  |   |         | 19,473 |         |      |        | 10,955 |       
|                             | Amortization of other intangibles |                            |         | 690         |         |              |         |                |    |           |  |           |  |   |         | 690    |         |      |        |        |       
|                             |                                   |                            |         |             |         |              |         |                |    |           |  |           |  |   |         |        |         |      |        |       
|                             |                                   | Operating income           |         |             | 79,328  |              |         |                | 77 |           |  |           |  |   |         |        | 71,639  |      |        |        | 7,612  | 
|                             |                                   |                            |         |             |         |              |         |                |    |           |  |           |  |   |         |        |         |      |        |       
|Other income (expense)       |                                   |                            |         |             |         |              |         |                |    |           |  |           |  |   |         |        |         |      |        |       
|                             | Interest income                   |                            |         | 3,302       |         |              |         |                |    |           |  |           |  |   |         | 3,183  |         |      |        | 119    |       
|                             | Interest expense                  |                            |         | (369        | )       |              |         |                |    |           |  |           |  |   |         | (272   | )       |      |        | (97    | )     
|                             | Management fee expense            |                            |         | (52         | )       |              |         |                |    |           |  |           |  |   |         | 9      |         |      |        | (61    | )     
|                             | Miscellaneous, net                |                            |         | 101         |         |              |         | (77            | )  |           |  |           |  |   |         | (230   | )       |      |        | 408    |       
|                             |                                   |                            |         |             |         |              |         |                |    |           |  |           |  |   |         |        |         |      |        |       
|                             |                                   | Income before income taxes |         |             | 82,310  |              |         |                |    |           |  |           |  |   |         |        | 74,329  |      |        |        | 7,981  | 
|Income tax expense (benefit) |                                   |                            | 1,988   |             |         |              |         |                |    |           |  |           |  |   | (656    | )      |         |      | 2,644  |       
|                             |                                   |                            |         |             |         |              |         |                |    |           |  |           |  |   |         |        |         |      |        |       
|                             |                                   | Net income                 |         | $           | 80,322  |              |         | $              |    |           |  | $         |  |   |         | $      | 74,985  |      |        | $      | 5,337  | 
|                             |                                   |                            |         |             |         |              |         |                |    |           |  |           |  |   |         |        |         |      |        |       

24



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##### Table of Contents



NOTE K (continued)

Consolidating Condensed Statement of Cash Flows
June 21, 2003 to September 30, 2003 (Unaudited)

|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |        |       |        |  
|------------------------------------------------ | --------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ---------------------------------------------------- | -------- | -------------- | -------- | ------------ | ------- | --- | ------ | --------- | -------- | --------- | -------- | ----- | ------ | ----- | ------- | ----- | ------ | ----- | ------ | -
|                                                 |                                                                                         |                                                                 |                                                      |          | UCI            |          |              |         |     |        |           |          |           |          |       |        |       |         | Non- 
|                                                 |                                                                                         |                                                                 |                                                      |          | Consolidated   |          | Eliminations |         | UCI |        | Guarantor |          | Guarantor
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |          
|                                                 |                                                                                         |                                                                 |                                                      |          | (in thousands)
|Cash flows from operating activities:            |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|                                                 | Net income (loss)                                                                       |                                                                 | $                                                    | (10,558  | )              |          | $            | (18,382 | )   |        | $         | (10,558  | )         |          | $     | 17,786 |       |         | $     | 596    |      
|                                                 | Adjustments to reconcile net income
(loss) to net cash provided by
operating activities |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |        |      
|                                                 |                                                                                         | Depreciation                                                    |                                                      |          | 11,392         |          |              |         |    |        |           |          | 3,022     |          |       |        | 7,330 |         |       |        | 1,040 |       
|                                                 |                                                                                         | Amortization of other intangibles                               |                                                      |          | 1,386          |          |              |         |    |        |           |          | 1,356     |          |       |        | 30    |         |       |        |      |       
|                                                 |                                                                                         | Amortization of deferred
financing fees and debt
issuance costs |                                                      |          | 771            |          |              |         |    |        |           |          | 771       |          |       |        |      |         |       |        |      |       
|                                                 |                                                                                         | (Gain) loss on sale of assets, net                              |                                                      |          | (49            | )        |              |         |    |        |           |          |          |          |       |        |      |         |       |        | (49   | )     
|                                                 |                                                                                         | Changes in operating assets and
liabilities                     |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |        |       |       
|                                                 |                                                                                         |                                                                 | Accounts receivable                                  |          |                | (14,532  | )            |         |     |       |           |          |           |         |       |        |       | (14,678 | )     |        |       | 146    |  
|                                                 |                                                                                         |                                                                 | Inventories                                          |          |                | 44,008   |              |         |     |       |           |          |           | 25,197   |       |        |       | 16,982  |       |        |       | 1,829  |  
|                                                 |                                                                                         |                                                                 | Other current assets                                 |          |                | (9,619   | )            |         |     |       |           |          |           | (18,795  | )     |        |       | 7,277   |       |        |       | 1,899  |  
|                                                 |                                                                                         |                                                                 | Accounts payable                                     |          |                | 32,995   |              |         |     |       |           |          |           |         |       |        |       | 31,192  |       |        |       | 1,803  |  
|                                                 |                                                                                         |                                                                 | Accrued expenses and other
current liabilities       |          |                | 16,137   |              |         |     |       |           |          |           | 7,726    |       |        |       | 8,132   |       |        |       | 279    |  
|                                                 |                                                                                         |                                                                 | Other assets                                         |          |                | 1,393    |              |         |     | 15,150 |           |          |           | 57,345   |       |        |       | (70,271 | )     |        |       | (831   | )
|                                                 |                                                                                         |                                                                 | Other liabilities                                    |          |                | 1,101    |              |         |     | 3,232  |           |          |           | (2,097   | )     |        |       | 1,847   |       |        |       | (1,881 | )
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|                                                 |                                                                                         |                                                                 | Net cash provided by
operating activities            |          |                | 74,425   |              |         |     |       |           |          |           | 63,967   |       |        |       | 5,627   |       |        |       | 4,831  |  
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|Cash flows from investing activities:            |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|                                                 | Acquisition and related fees                                                            |                                                                 |                                                      | (818,380 | )              |          |              |        |     |        |           | (818,380 | )         |          |       |       |       |         |       |       |      
|                                                 | Capital expenditures                                                                    |                                                                 |                                                      | (8,340   | )              |          |              |        |     |        |           | (30      | )         |          |       | (6,684 | )     |         |       | (1,626 | )    
|                                                 | Proceeds from the sale of assets                                                        |                                                                 |                                                      | 2,252    |                |          |              |        |     |        |           |         |           |          |       |       |       |         |       | 2,252  |      
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|                                                 |                                                                                         |                                                                 | Net cash (used) in investing
activities              |          |                | (824,468 | )            |         |     |       |           |          |           | (818,410 | )     |        |       | (6,684  | )     |        |       | 626    |  
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|Cash flows from financing activities:            |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|                                                 | Issuance of debt                                                                        |                                                                 |                                                      | 585,000  |                |          |              |        |     |        |           | 585,000  |           |          |       |       |       |         |       |       |      
|                                                 | Financing fees and debt issuance cost                                                   |                                                                 |                                                      | (21,871  | )              |          |              |        |     |        |           | (21,871  | )         |          |       |       |       |         |       |       |      
|                                                 | Stockholders equity contribution                                                       |                                                                 |                                                      | 261,011  |                |          |              |        |     |        |           | 261,011  |           |          |       |       |       |         |       |       |      
|                                                 | Payments of debt, net                                                                   |                                                                 |                                                      | (5,468   | )              |          |              |        |     |        |           | (5,000   | )         |          |       |       |       |         |       | (468   | )    
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|                                                 |                                                                                         |                                                                 | Net cash (used in) provided
by financing activities  |          |                | 818,672  |              |         |     |       |           |          |           | 819,140  |       |        |       |        |       |        |       | (468   | )
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|Effect of exchange rate changes on cash          |                                                                                         |                                                                 | (3                                                   | )        |                |          |              |         |     |        |           |          |           |          |       |        |       |         | (3    | )     
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|                                                 |                                                                                         |                                                                 | Net increase (decrease) in
cash and cash equivalents |          |                | 68,626   |              |         |     |       |           |          |           | 64,697   |       |        |       | (1,057  | )     |        |       | 4,986  |  
|Cash and cash equivalents at beginning of period |                                                                                         |                                                                 | 4,452                                                |          |                |          |             |         |     |        |          |          |           |          | 2,368 |        |       |         | 2,084 |       
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       
|Cash and cash equivalents at end of period       |                                                                                         | $                                                               | 73,078                                               |          |                | $        |              |         |     | $      | 64,697    |          |           | $        | 1,311 |        |       | $       | 7,070 |       
|                                                 |                                                                                         |                                                                 |                                                      |          |                |          |              |         |     |        |           |          |           |          |       |        |       |         |       |       

25



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##### Table of Contents



NOTE K (continued)

Combining Condensed Statement of Cash Flows
January 1, 2003 to June 20, 2003 (Unaudited)

|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |         |         |  
|------------------------------------------------ | -------------------------------------------------------------------------------- | ---------------------------------------------------- | ------ | ----------- | ------- | ------------ | - | -------------- |  | --------- | - | --------- |  | - | ----- | ------- | ------- | ---- | ------ | ------- | ------- | -
|                                                 |                                                                                  |                                                      |        | Predecessor |         |              |   |                |  |           |   |           |  |   |       |         |         | Non-
|                                                 |                                                                                  |                                                      |        | Combined    |         | Eliminations |   | UCI            |  | Guarantor |   | Guarantor
|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |          
|                                                 |                                                                                  |                                                      |        |             |         |              |   | (in thousands) |  |           |   |           |  |   |       |        
|Cash flows from operating activities:            |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|                                                 | Net income                                                                       |                                                      | $      | 21,782      |         |              | $ |                |  |           | $ |           |  |   | $     | 21,014  |         |      | $      | 768     |        
|                                                 | Adjustments to reconcile net
income to net cash provided by
operating activities |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |         |        
|                                                 | Depreciation                                                                     |                                                      |        | 12,928      |         |              |   |                |  |           |   |           |  |   |       | 9,904   |         |      |        | 3,024   |        
|                                                 | Amortization of other intangibles                                                |                                                      |        | 60          |         |              |   |                |  |           |   |           |  |   |       | 60      |         |      |        |        |        
|                                                 | (Gain) loss on sale of assets, net                                               |                                                      |        | 242         |         |              |   |                |  |           |   |           |  |   |       | 308     |         |      |        | (66     | )      
|                                                 | Changes in operating assets and
liabilities                                      |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |         |        
|                                                 |                                                                                  | Accounts receivable                                  |        |             | (18,146 | )            |   |                |  |           |   |           |  |   |       |         | (15,720 | )    |        |         | (2,426  | )
|                                                 |                                                                                  | Intercompany accounts, net                           |        |             |        |              |   |                |  |           |   |           |  |   |       |         | (559    | )    |        |         | 559     |  
|                                                 |                                                                                  | Inventories                                          |        |             | 18,806  |              |   |                |  |           |   |           |  |   |       |         | 17,064  |      |        |         | 1,742   |  
|                                                 |                                                                                  | Other current assets                                 |        |             | (3,035  | )            |   |                |  |           |   |           |  |   |       |         | 829     |      |        |         | (3,864  | )
|                                                 |                                                                                  | Accounts payable                                     |        |             | (9,425  | )            |   |                |  |           |   |           |  |   |       |         | (10,387 | )    |        |         | 962     |  
|                                                 |                                                                                  | Accrued expenses and other
current liabilities       |        |             | (2,438  | )            |   |                |  |           |   |           |  |   |       |         | (1,271  | )    |        |         | (1,167  | )
|                                                 |                                                                                  | Other assets                                         |        |             | 715     |              |   |                |  |           |   |           |  |   |       |         | 970     |      |        |         | (255    | )
|                                                 |                                                                                  | Other liabilities                                    |        |             | 2,404   |              |   |                |  |           |   |           |  |   |       |         | 1,362   |      |        |         | 1,042   |  
|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|                                                 |                                                                                  | Net cash provided by
operating activities            |        |             | 23,893  |              |   |                |  |           |   |           |  |   |       |         | 23,574  |      |        |         | 319     |  
|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|Cash flows from investing activities:            |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|                                                 | Acquisition and related fees                                                     |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |         |        
|                                                 | Capital expenditures                                                             |                                                      |        | (21,388     | )       |              |   |                |  |           |   |           |  |   |       | (17,950 | )       |      |        | (3,438  | )      
|                                                 | Proceeds from sale of assets                                                     |                                                      |        | 215         |         |              |   |                |  |           |   |           |  |   |       | 34      |         |      |        | 181     |        
|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|                                                 |                                                                                  | Net cash (used) in investing
activities              |        |             | (21,173 | )            |   |                |  |           |   |           |  |   |       |         | (17,916 | )    |        |         | (3,257  | )
|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|Cash flows from financing activities:            |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|                                                 | Dividends and transfers to UIS, Inc.,
net                                        |                                                      |        | (28,033     | )       |              |   |                |  |           |   |           |  |   |       | (10,527 | )       |      |        | (17,506 | )      
|                                                 | Payments of debt, net                                                            |                                                      |        | (98         | )       |              |   |                |  |           |   |           |  |   |       |        |         |      |        | (98     | )      
|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|                                                 |                                                                                  | Net cash (used in) financing
activities              |        |             | (28,131 | )            |   |                |  |           |   |           |  |   |       |         | (10,527 | )    |        |         | (17,604 | )
|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|Effect of exchange rate changes on cash          |                                                                                  |                                                      | 1,509  |             |         |              |   |                |  |           |   |           |  |   |      |         |         |      | 1,509  |        
|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|                                                 |                                                                                  | Net increase (decrease) in
cash and cash equivalents |        |             | (23,902 | )            |   |                |  |           |   |           |  |   |       |         | (4,869  | )    |        |         | (19,033 | )
|Cash and cash equivalents at beginning of
period |                                                                                  |                                                      | 28,354 |             |         |              |   |                |  |           |   |           |  |   | 7,237 |         |         |      | 21,117 |        
|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        
|Cash and cash equivalents at end of period       |                                                                                  | $                                                    | 4,452  |             |         | $            |   |                |  | $         |   |           |  | $ | 2,368 |         |         | $    | 2,084  |        
|                                                 |                                                                                  |                                                      |        |             |         |              |   |                |  |           |   |           |  |   |       |         |         |      |        |        

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NOTE K (continued)

Combining Condensed Statement of Cash Flows
Nine Months Ended September 30, 2002 (Unaudited)

|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |        |        |  
|------------------------------------------------ | -------------------------------------------------------------------------------- | ---------------------------------------------------- | ------ | -------------- | ------- | ------------ | - | --- |  | --------- | - | --------- |  | - | ----- | ------- | ------- | ---- | ------ | ------ | ------ | -
|                                                 |                                                                                  |                                                      |        | Predecessor    |         |              |   |     |  |           |   |           |  |   |       |         |         | Non-
|                                                 |                                                                                  |                                                      |        | Combined       |         | Eliminations |   | UCI |  | Guarantor |   | Guarantor
|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |          
|                                                 |                                                                                  |                                                      |        | (in thousands)
|Cash flows from operating activities:            |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|                                                 | Net income                                                                       |                                                      | $      | 80,322         |         |              | $ |     |  |           | $ |           |  |   | $     | 74,985  |         |      | $      | 5,337  |       
|                                                 | Adjustments to reconcile net
income to net cash provided by
operating activities |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |        |       
|                                                 | Depreciation                                                                     |                                                      |        | 20,697         |         |              |   |     |  |           |   |           |  |   |       | 17,172  |         |      |        | 3,525  |       
|                                                 | Amortization of other intangibles                                                |                                                      |        | 690            |         |              |   |     |  |           |   |           |  |   |       | 690     |         |      |        |        |       
|                                                 | (Gain) loss on sale of assets, net                                               |                                                      |        | 75             |         |              |   |     |  |           |   |           |  |   |       | 180     |         |      |        | (105   | )     
|                                                 | Changes in operating assets and
liabilities                                      |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |        |       
|                                                 |                                                                                  | Accounts receivable                                  |        |                | (44,003 | )            |   |     |  |           |   |           |  |   |       |         | (43,698 | )    |        |        | (305   | )
|                                                 |                                                                                  | Inventories                                          |        |                | (9,007  | )            |   |     |  |           |   |           |  |   |       |         | (8,627  | )    |        |        | (380   | )
|                                                 |                                                                                  | Other current assets                                 |        |                | (3,934  | )            |   |     |  |           |   |           |  |   |       |         | (1,825  | )    |        |        | (2,109 | )
|                                                 |                                                                                  | Accounts payable                                     |        |                | 9,468   |              |   |     |  |           |   |           |  |   |       |         | 10,414  |      |        |        | (946   | )
|                                                 |                                                                                  | Accrued expenses and other current
liabilities       |        |                | 16,171  |              |   |     |  |           |   |           |  |   |       |         | 9,168   |      |        |        | 7,003  |  
|                                                 |                                                                                  | Other assets                                         |        |                | (333    | )            |   |     |  |           |   |           |  |   |       |         | (54     | )    |        |        | (279   | )
|                                                 |                                                                                  | Other liabilities                                    |        |                | (2,014  | )            |   |     |  |           |   |           |  |   |       |         | 1,706   |      |        |        | (3,720 | )
|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|                                                 |                                                                                  | Net cash provided by
operating activities            |        |                | 68,132  |              |   |     |  |           |   |           |  |   |       |         | 60,111  |      |        |        | 8,021  |  
|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|Cash flows from investing activities:            |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|                                                 | Acquisition and related fees                                                     |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |        |       
|                                                 | Capital expenditures                                                             |                                                      |        | (35,439        | )       |              |   |     |  |           |   |           |  |   |       | (28,287 | )       |      |        | (7,152 | )     
|                                                 | Proceeds from sale of assets                                                     |                                                      |        | 482            |         |              |   |     |  |           |   |           |  |   |       | 41      |         |      |        | 441    |       
|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|                                                 |                                                                                  | Net cash (used) in investing
activities              |        |                | (34,957 | )            |   |     |  |           |   |           |  |   |       |         | (28,246 | )    |        |        | (6,711 | )
|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|Cash flows from financing activities:            |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|                                                 | Issuance of debt                                                                 |                                                      |        | 325            |         |              |   |     |  |           |   |           |  |   |       | 215     |         |      |        | 110    |       
|                                                 | Payments to UIS, Inc., net                                                       |                                                      |        | (32,198        | )       |              |   |     |  |           |   |           |  |   |       | (35,097 | )       |      |        | 2,899  |       
|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|                                                 |                                                                                  | Net cash (used in) provided by
financing activities  |        |                | (31,873 | )            |   |     |  |           |   |           |  |   |       |         | (34,882 | )    |        |        | 3,009  |  
|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|Effect of exchange rate changes on cash          |                                                                                  |                                                      | 1,088  |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      | 1,088  |       
|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|                                                 |                                                                                  | Net increase (decrease) in cash
and cash equivalents |        |                | 2,390   |              |   |     |  |           |   |           |  |   |       |         | (3,017  | )    |        |        | 5,407  |  
|Cash and cash equivalents at beginning of
period |                                                                                  |                                                      | 19,698 |                |         |              |   |     |  |           |   |           |  |   | 6,042 |         |         |      | 13,656 |       
|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       
|Cash and cash equivalents at end of period       |                                                                                  | $                                                    | 22,088 |                |         | $            |   |     |  | $         |   |           |  | $ | 3,025 |         |         | $    | 19,063 |       
|                                                 |                                                                                  |                                                      |        |                |         |              |   |     |  |           |   |           |  |   |       |         |         |      |        |       

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

General

We are among North Americas largest and most diversified companies
servicing the vehicle replacement parts market, or the aftermarket. We supply a
broad range of filtration products, fuel and cooling systems, engine management
systems, driveline components and lighting systems to the automotive, trucking,
marine, mining, construction, agricultural and industrial vehicle markets. We
estimate that over 78% of our net sales in 2002 were made in the aftermarket,
to a customer base that includes some of the largest and fastest growing
companies servicing the aftermarket. We believe we have leading market
positions in our primary product lines, including fuel and cooling systems,
filtration products and engine management systems. However, it is also
important to note that a large percentage of our revenues are derived from our
business with AutoZone, and our failure to maintain a healthy relationship with
AutoZone would result in a significant decrease in our net sales. We continue
to expand our product and service offerings to meet the needs of our customers,
and we believe that we offer one of the most comprehensive lines of products in
the vehicle replacement parts market consisting of approximately 60,000 part
numbers. We believe our breadth of product offering is a key competitive
advantage and, when combined with our extensive manufacturing and distribution
capabilities, product innovation and reputation for quality and service, makes
us a leader in our industry. We have established a network of manufacturing
facilities, distribution centers and offices located in the United States,
Europe, Mexico and China, with a global work force of approximately 6,700
employees as of September 30, 2003.

Financial Statement Presentation

The following paragraphs provide a brief description of certain items that
appear in our financial statements and general factors that impact these items.

Net Sales.Net sales represents gross sales less deductions taken for
sales returns and allowances, incentive rebate programs, cooperative
advertising payments and discounts. Product sales are recorded when title is
transferred, which occurs upon shipment.

As discussed above, we principally manufacture and distribute replacement
products to the aftermarket. As a result, we believe that our net sales are
primarily driven by the number of vehicles on the road, the average number of
miles driven per year, the average age of the vehicle, the mix of light trucks
to passenger cars on the road and the relative strength of our sales channels.
Historically, our sales have not been materially adversely affected by market
cyclicality, as we believe that our aftermarket sales are less dependent on
economic conditions than our sales to OEMs due to the non-discretionary nature
of vehicle maintenance and repair.

Cost of Sales.Cost of sales includes all costs of manufacturing required
to bring a product to a ready-for-sale condition. Such costs include direct and
indirect materials (net of vendor consideration), direct and indirect labor
costs, including fringe benefits, supplies, utilities, freight, depreciation,
insurance, pension and post-retirement benefits, information technology costs
and other costs. The two largest components of our cost of sales are steel and
labor.

Selling and Warehousing Expenses.Selling and warehousing expenses
primarily include sales and marketing, warehousing and distribution costs. Our
major cost elements include salaries and wages, pension and fringe benefits,
freight, depreciation, advertising and information technology costs.

General and Administrative Expenses.General and administrative expenses
primarily include executive, accounting and legal personnel salaries and fringe
benefits, professional fees, pension benefits, insurance, provision for
doubtful accounts and rent.

Preliminary allocation of Acquisition purchase price.As explained in
Note B to the financial statements presented elsewhere in this report, the
allocation of the Acquisition purchase price is preliminary and is subject to
change until all pertinent information regarding the Acquisition and the assets
and liabilities of the Company are obtained and fully evaluated. Finalization
of the allocation of the Acquisition purchase price could result in material
changes to the balance sheet presented elsewhere in this report.

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Critical Accounting Policies

The methods, estimates and judgments we use in applying our most critical
accounting policies have a significant impact on the results we report in our
combined financial statements. We evaluate our estimates and judgments on an
on-going basis. We base our estimates on historical experience and on
assumptions that we believe to be reasonable under the circumstances. Our
experience and assumptions form the basis for our judgments about the carrying
value of assets and liabilities that are not readily apparent from other
sources. Actual results may vary from what we anticipate, and different
assumptions or estimates about the future could change our reported results.

We believe the following accounting policies are the most critical to us
in that they are important to our financial statements, and they require our
most complex judgments in the preparation of the financial statements.

Accounts receivable.We maintain allowances for doubtful accounts for
estimated losses resulting from the inability of our customers to make required
payments. These allowances are based on a combination of our analyses of our
history of write-offs and aging analysis. In addition, we base our analysis on
whether additional allowances would be required if the financial condition of a
particular customer were to deteriorate.

Inventory.We record inventory, which includes raw materials,
work-in-process and finished goods, at the lower of cost or market. Cost is
determined using the first-in, first-out (FIFO) method, while the estimated
market value is based on assumptions for future demand and related pricing. If
actual market conditions are less favorable than those projected by management,
reductions in the value of inventory may be required.

Revenue recognition.We record sales upon transfer of title of product,
which occurs upon shipment to the customer. Because we enter into sales rebate
programs with some of our customers that require us to make rebate payments to
them from time to time, we estimate amounts due under these sales rebate
programs at the time of shipment. Net sales relating to any particular shipment
are based upon the amount invoiced for the shipped goods less estimated future
rebate payments. These estimates are based upon our historical experience.
Revisions to these estimates are recorded in the period in which the facts that
give rise to the revision become known.

Additionally, we may enter into formal and informal agreements with our
customers. These agreements may include provisions for items such as sales
discounts, marketing allowances and performance incentives. The discounts,
allowances and incentives are expensed as a reduction to sales, based on
certain estimated criteria such as sales volume and marketing spending. We
routinely review these criteria and make adjustments as facts and circumstances
change. Historically we have not found material differences between our
estimates and actual results.

Impairment of intangible assets and tangible fixed assets.Our intangible
assets and tangible fixed assets are held at historical cost, net of
depreciation and amortization, less any provision for impairment. We
periodically evaluate the realizability of our intangible or tangible fixed
assets. We also perform a review of these assets if an indicator of impairment,
such as an operating loss or cash outflow from operating activities or a
significant adverse change in the business or market place, exists. Estimates
of future cash flows used to test the asset for impairment are based on current
operating projections extended to the useful life of the asset group and are,
by their nature, subjective.

We adopted SFAS 142 during the year ended December 31, 2002 and now follow
its requirements in assessing whether goodwill is impaired. In accordance with
SFAS 142, we ceased to amortize goodwill on January 1, 2002. In lieu of
amortization, in 2002 we performed an initial impairment review of our
goodwill. No impairments of goodwill resulted from these reviews in the year
ended December 31, 2002. If we determine through the impairment review process
that goodwill has been impaired, we will record the impairment as a charge
against income. Estimates of future discounted cash flows used to test the
intangible assets for impairment are based on current operating projections,
which are by their nature subjective.

Retirement benefits.Pension and post-retirement health obligations are
actuarially determined and are affected by assumptions including discount rate
and assumed annual rate of compensation increase for plan employees. Changes in

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discount rate and differences from actual results for each assumption as well
as the actual return on plan assets compared to the expected rate of return on
plan assets will affect the amount of pension expense we recognize in future
periods. A one percent increase or decrease in the assumed healthcare cost
trends would result in an increase of $58,000 or a decrease of $48,000 in
annual post-retirement health costs, respectively.

Insurance Reserves.Prior to the Acquisition, the Company had insurance
under UISs master policies for group, workers compensation, automobile,
product and general liability. These policies were subject to retrospective
rating adjustments for which we were responsible. These adjustments were
predicated upon paid losses, reserves and expenses. The projections involved in
this estimate were subject to substantial uncertainty because of several
unpredictable factors, including actual claims experience, regulatory changes,
litigation trends and changes in inflation.

As of the June 20, 2003 Acquisition, the Company is no longer covered by
the UIS master insurance policies. As of that date, the Company has purchased
insurance, which does not include retrospective rating adjustments but does
include high deductibles for which the Company is responsible. Consequently,
the Company is subject to the same substantial uncertainties as those described
in the preceding paragraph. Estimated losses for which the Company is
responsible are recorded in accrued expenses in the September 30, 2003 balance
sheet.

Income Taxes.We account for income taxes in accordance with SFAS No.
109, Accounting for Income Taxes. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. We
do not provide taxes on undistributed earnings of foreign subsidiaries that are
considered to be permanently reinvested. If undistributed earnings were
remitted, foreign tax credits would substantially offset any resulting U.S. tax
liability.

Environmental Expenditures.Our aggregate expenditures for compliance
with laws and regulations related to the protection of the environment were
approximately $0.8 million in 2002, compared to approximately $0.7 million in
2001 and approximately $1.0 million in 2000. We estimate that total
environmental expenditures (both capital and operating) in 2003 will be
approximately $1.2 million. The majority of our environmental expenditures
relate to the proper disposal of environmentally sensitive waste. Management
does not expect capital spending on environmental matters to increase
materially over the near term; however, changes in environmental regulations or
the outcome of litigation could result in additional requirements that could
necessitate increased spending.

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Results of Operations for the Three Months and Nine Months Ended September 30,
2003 and 2002

The following table was derived from the United Components, Inc.
consolidated and the Predecessor Company combined statements of earnings for
the three-month and nine-month periods ended September 30, 2003 and 2002. To
enable meaningful comparisons, the consolidated results of United Components,
Inc., after the June 20, 2003 Acquisition, and the combined results of the
Predecessor Company, before the June 20, 2003 Acquisition, have been combined
in the table below. The amounts are presented in millions of dollars.

|                                                                        |                                   |                                   |       |      |               |   |                   |      |      |   |       |      |       |   |       |      |       |  | 
|----------------------------------------------------------------------- | --------------------------------- | --------------------------------- | ----- | ---- | ------------- | - | ----------------- | ---- | ---- | - | ----- | ---- | ----- | - | ----- | ---- | ----- |  | 
|                                                                        |                                   |                                   |       |      | Quarter Ended |   | Nine Months Ended
|                                                                        |                                   |                                   |       |      | September 30, |   | September 30,    
|                                                                        |                                   |                                   |       |      |               |   |                  
|                                                                        |                                   |                                   |       |      | 2003          |   | 2002              |      | 2003 |   | 2002 
|                                                                        |                                   |                                   |       |      |               |   |                   |      |      |   |      
|Net sales                                                               |                                   | $                                 | 253.7 |      |               | $ | 235.2             |      |      | $ | 735.5 |      |       | $ | 706.1 |     
|Cost of Sales                                                           |                                   |                                   | 222.5 |      |               |   | 177.7             |      |      |   | 620.4 |      |       |   | 535.8 |     
|                                                                        |                                   |                                   |       |      |               |   |                   |      |      |   |       |      |       |   |       |     
|                                                                        |                                   | Gross profit                      |       |      | 31.2          |   |                   |      | 57.5 |   |       |      | 115.1 |   |       |      | 170.3 | 
|                                                                        |                                   |                                   |       |      |               |   |                   |      |      |   |       |      |       |   |       |     
|Operating expenses                                                      |                                   |                                   |       |      |               |   |                   |      |      |   |       |      |       |   |       |     
|                                                                        | Selling and warehousing           |                                   |       | 19.3 |               |   |                   | 19.8 |      |   |       | 59.3 |       |   |       | 59.9 |      
|                                                                        | General and administrative        |                                   |       | 11.9 |               |   |                   | 10.9 |      |   |       | 35.1 |       |   |       | 30.4 |      
|                                                                        | Amortization of other intangibles |                                   |       | 1.3  |               |   |                   | .0   |      |   |       | 1.4  |       |   |       | .7   |      
|                                                                        |                                   |                                   |       |      |               |   |                   |      |      |   |       |      |       |   |       |     
|                                                                        |                                   | Operating income (loss)           |       |      | (1.3          | ) |                   |      | 26.8 |   |       |      | 19.3  |   |       |      | 79.3  | 
|                                                                        |                                   |                                   |       |      |               |   |                   |      |      |   |       |      |       |   |       |     
|Interest, net                                                           |                                   |                                   | (10.4 | )    |               |   | .9                |      |      |   | (12.8 | )    |       |   | 2.9   |     
|Management fee expense                                                  |                                   |                                   | (.5   | )    |               |   | (.0               | )    |      |   | (.6   | )    |       |   | (.0   | )   
|Miscellaneous, net                                                      |                                   |                                   | .0    |      |               |   | .5                |      |      |   | (.2   | )    |       |   | .1    |     
|                                                                        |                                   |                                   |       |      |               |   |                   |      |      |   |       |      |       |   |       |     
|                                                                        |                                   | Income (loss) before income taxes |       |      | (12.2         | ) |                   |      | 28.2 |   |       |      | 5.7   |   |       |      | 82.3  | 
|Income taxes (benefit)                                                  |                                   |                                   | (4.6  | )    |               |   | (.8               | )    |      |   | (5.5  | )    |       |   | 2.0   |     
|                                                                        |                                   |                                   |       |      |               |   |                   |      |      |   |       |      |       |   |       |     
|                                                                        |                                   | Net income (loss)                 |       | $    | (7.6          | ) |                   | $    | 29.0 |   |       | $    | 11.2  |   |       | $    | 80.3  | 
|                                                                        |                                   |                                   |       |      |               |   |                   |      |      |   |       |      |       |   |       |     
|Pro forma net income, adjusted only for change
in tax filing status (1) |                                   | $                                 | (7.6  | )    |               | $ | (17.7             | )    |      | $ | 3.6   |      |       | $ | 51.6  |     
|                                                                        |                                   |                                   |       |      |               |   |                   |      |      |   |       |      |       |   |       |     



|(1) |  | Prior to the Acquisition, the subsidiaries of UIS that we acquired
operated as S corporations for Federal and state income tax purposes.
The historical combined financial statements do not include a provision
for Federal and certain state income taxes for such periods. A provision
for state income taxes has been made for those states not recognizing S
corporation status. Pro forma net income has been computed as if we had
been fully subject to Federal and state income taxes based on the tax
laws in effect during the respective periods. See Notes B and C to the
financial statements.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Three Months Ended September 30, 2003 Compared with Three Months Ended
September 30, 2002

Net Sales.Net sales increased $18.5 million, or 7.9%, from $235.2
million in the 2002 third quarter to $253.7 million in the 2003 quarter. The
sales increase was volume driven, primarily due to increases in the retail, and
to a lesser extent OEM, channels.

Cost of sales.Cost of sales increased $44.8 million, or 25.2%, from
$177.7 million in the 2002 quarter to $222.5 million in the 2003 quarter. Gross
margin decreased from 24.4% in the 2002 quarter to 12.3% in the 2003 quarter.
The decline in gross profit percentage is primarily attributable the adverse
effect of $25.3 million of non-cash Acquisition-related charges included in the
2003 quarter. Gross profit during this period was also adversely affected by
higher pension and medical costs.

The aforementioned $25.3 million of non-cash Acquisition-related charges
in 2003 includes $22.6 million of higher costs due to the sale of inventory
that was written up as part of the preliminary allocation of the Acquisition
purchase price and $2.7 million of higher depreciation resulting from the
step-up of property, plant and equipment. The higher depreciation cost will
continue in the long-term. The higher cost due to sale of the written-up
inventory will stop adversely affecting our results after all of the inventory
on hand at the June 20, 2003 acquisition date is charged to cost of sales. The
total preliminary write-up of the June 20 inventory was $28 million. Most of
this inventory is expected to be sold within six

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months of the Acquisition
date. $2.6 million was charged to expense in the second quarter and $22.6
million was expensed in the third quarter. Most of the $2.8 million remaining portion of the $28
million write-up, which has not yet been expensed, will be charged to our
results from operations in the fourth quarter of 2003, thereby adversely
impacting our results.

Excluding the aforementioned non-recurring Acquisition-related $22.6
million inventory charge, gross profit for the 2003 quarter would have been
$53.8 million, or 21.2% of sales, compared to $57.5 million, or 24.4% of sales,
in the 2002 quarter. Of the 3.2 percentage point decline in gross margin, 1.9
percentage points of the decline are due to the aforementioned higher medical
and pension costs, as well as the aforementioned non-cash higher depreciation
that resulted from the Acquisition related step-up of property, plant and
equipment.

Selling and warehousing expenses.Selling and warehousing expenses
decreased $0.5 million, or 2.5%, from $19.8 million in the 2002 quarter to
$19.3 million in the 2003 quarter. In the 2003 quarter, this cost was 7.6% of
sales compared to 8.4% in the 2002 quarter.

General and administrative expenses.General and administrative expense
increased by $1.0 million, or 9.2%, from $10.9 million in the 2002 quarter to
$11.9 million in the 2003 quarter. The increase is due to $1.5 million of
unusual start-up costs incurred in connection with the transition to a new,
more strategically focused stand-alone company and the higher cost of operating
as a stand-alone company after the Acquisition, partially offset by lower
spending elsewhere.

Interest, net.Net interest changed from $0.9 million of net interest
income in the 2002 quarter to $10.4 million of net interest expense in the 2003
quarter. The $11.3 million adverse shift includes $10.5 million of interest
expense on Acquisition-related debt, and $0.7 million of lower interest income
on loans to the Predecessor Companys previous owner.

Income taxes.The change in income taxes is driven by changes in pre-tax
income plus the use of a 38% effective tax rate after the Acquisition in 2003.
The higher rate is the result of the Companys transition from S corporation
filing status before the Acquisition to C corporation filing status after the
Acquisition.

Net loss.Due to the factors described above, we went from $29.0 million
of net income to a ($7.6) million net loss in the 2003 quarter.

Nine Months Ended September 30, 2003 Compared with Nine Months Ended September
30, 2002

Net sales.Net sales increased $29.4 million, or 4.2%, from $706.1
million in the 2002 nine-month period to $735.5 million in the 2003 nine-month
period. The sales increase was volume driven, with approximately $16 million of
the increase coming from sales to the retail channel and the balance of the
increase spread between the installer, OEM and heavy-duty channels.

Cost of sales.Cost of sales increased $84.6 million, or 15.8%, from
$535.8 million in the 2002 nine-month period to $620.4 million the 2003
nine-month period. Gross margin decreased from 24.1% in the 2002 nine-month
period to 15.6% in the 2003 nine-month period. The decline in gross profit
percentage is primarily attributable to one-time cost adjustments amounting to
$21.3 million and the adverse effect of $28.2 million of non-cash
Acquisition-related charges in the 2003 nine-month period. Gross profit during
this nine-month period was also adversely affected by higher pension and
medical costs.

The aforementioned $21.3 million of one-time cost adjustments includes:
inventory valuation adjustments  ($12.6 million); provisions for environmental
issues  ($4.6 million); and provisions for a patent dispute settlement,
product line relocations, and costs relating to the upgrade of the Albion,
Illinois manufacturing facility; and costs associated with the consolidation of
our European filtration manufacturing operations  ($4.1 million).

The aforementioned $28.2 million of non-cash Acquisition-related charges
in 2003 includes $25.2 million of higher costs due to the sales of inventory
that was written-up as part of the preliminary allocation of the Acquisition
purchase price and $3.0 million of higher depreciation resulting from the
step-up of property, plant and equipment. The higher depreciation cost will
continue in the long-term. The higher cost due to sale of the written-up
inventory will stop adversely affecting our results after all of the inventory
on hand at the June 20 acquisition date is charged to cost of sales. The total
preliminary write-up of the June 20 inventory was $28 million. Most of this
inventory is expected to be sold within six

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months of the Acquisition date.
Consequently, most of the $2.8 million remaining portion of the $28 million
write-up, which has not yet been expensed, will be charged to our results from
operations in the fourth quarter of 2003, thereby adversely impacting our
results.

Excluding these aforementioned one-time items of $21.3 million and the
non-recurring Acquisition-related $25.2 million inventory charge, gross profit
for the 2003 quarter would have been $161.6 million, or 22.0% of sales,
compared to $170.3 million, or 24.1% of sales, in the 2002 period. Of the 2.1
percentage point decline in gross margin, 1.2 percentage points of the decline
are due to the aforementioned higher medical and pension costs, as well as the
non-cash higher depreciation that resulted from the Acquisition related step-up
of property, plant and equipment.

Selling and warehousing expenses.Selling and warehousing expenses of
$59.3 million for the 2003 nine-month period are $0.6 million lower than the
2002 nine-month period. In the 2003 nine-month period, this cost is 8.1% of
sales compared to 8.5% in the 2002 nine-month period.

General and administrative expenses.General and administrative expense
increased by $4.7 million, or 15.5%, from $30.4 million in the 2002 nine-month
period to $35.1 million in the 2003 nine-month period. This increase is due to
(i) a $1.6 million increase in our allowance for doubtful trade receivable,
(ii) $1.5 million of unusual costs incurred in connection with the transition
to a new, more strategically focused stand-alone company, (iii) higher employee
incentive costs, and (iv) the higher cost of operating as a stand-alone company
after the Acquisition.

Interest, net.Net interest changed from $2.9 million of net interest
income in the 2002 nine-month period to $12.8 million of net interest expense
in the 2003 period. The $15.7 million adverse shift includes a $2.6 million
one-time cost of a bridge loan commitment fee incurred in connection with the
Acquisition; $14.4 million of interest expense on Acquisition-related debt; and
$1.7 million lower interest income on loans to the Predecessor Companys
previous owner.

Income taxes.The change in income taxes is driven by changes in pre-tax
income plus the use of a 38% effective rate after the Acquisition in 2003. The
higher rate is the result of the Companys transition from S corporation filing
status before the Acquisition to C corporation filing status after the
Acquisition.

Net loss.Due to the factors described above, net income declined $69.1
million from $80.3 million in the 2002 nine-month period to $11.2 million in
2003.

Liquidity and Capital Resources

The Company incurred substantial indebtedness in connection with the
Acquisition. In addition to assuming $2 million of existing debt, the Company
issued $230 million of senior subordinate notes and entered into its senior
credit facilities. The senior credit facilities provided for term loans in a
principal amount of $350 million and a revolving credit facility that provides
for revolving loans in an aggregate amount of up to $75.0 million. In
connection with the Acquisition, the Company borrowed the full $350 million
amount available under the term loan facilities, and $5.0 million under the
revolving credit facility. The $5.0 million of revolving credit borrowings was
repaid prior to September 30, 2003. At September 30, 2003, the Company had
$575.4 million of debt outstanding. On November 10, 2003 and on December 15,
2003, the company made voluntary prepayments of $45 million and $8 million,
which reduced its outstanding debt to $522.4 million. The Company funded this
prepayment of debt with cash generated from operations.

At the $522.4 million debt level, annual interest expense, including
amortization of deferred financing costs and debt issuance cost, is
approximately $38.5 million at September 30, 2003 borrowing rates. An increase
in the interest rate of 0.25% in the variable interest rate would have
increased the annual interest cost by $0.4 million. The Companys significant
debt service obligations could, under certain circumstances, have material
consequences.

The Companys primary source of liquidity is cash flows from operations
and borrowings under the $75.0 million revolving credit facility. Borrowings
under the revolving credit facility are available to fund the Companys working
capital requirements, capital expenditures and other general corporate
purposes. $3.4 million of revolving credit borrowing capacity has been used to
support outstanding letters of credit.

The Companys ability to make scheduled payments of principal on, or to
pay interest on, or to refinance, its indebtedness or to fund planned capital
expenditures will depend on its ability to generate cash in the future. Such
cash generation is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond its control.

Based on the current level of operations, the Company believes that cash
flow from operations and available cash, together with available borrowings
under its revolving credit facility, will be adequate to meet liquidity needs
and fund

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planned capital expenditures for the next two years. The Company may,
however, need to refinance all or a portion of the principal amount of the
notes and/or senior credit facility borrowings, on or prior to maturity, to
meet liquidity needs in later years. If it is determined that refinancing is
necessary, and the Company is unable to secure such financing on acceptable
terms, then the Company may have insufficient liquidity to carry on its
operations and meet its obligations at such time.

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The Company can give no assurance that its business will generate
sufficient cash flow from operations, that any revenue growth or operating
improvements will be realized, or that future borrowings will be available
under its revolving credit facilities in an amount sufficient to enable it to
service its indebtedness or to fund other liquidity needs. In addition, the
Company can give no assurance that it will be able to refinance any of its
indebtedness, including its senior credit facilities and the senior
subordinated notes, on commercially reasonable terms or at all.

Net cash provided by operating activities

Net cash provided by operating activities for the nine-month periods ended
September 30, 2002 and 2003 were $68.1 million and $98.3 million, respectively.
The $30.2 million increase in net cash provided by operating activities in the
nine-month period ended September 30, 2003 as compared to the nine months ended
September 30, 2002 was attributable to reductions in working capital partially
offset by lower net income.

Net cash used in investing activities

Historically, net cash used in investing activities has been for capital
expenditures, offset by proceeds from the disposition of property, plant and
equipment. Capital expenditures for the nine-month periods ended September 30,
2002 and 2003 were $35.4 million and $29.7 million, respectively. We expect to
make capital expenditures of approximately $46 million in 2003. Approximately
$18.0 million of these expected capital expenditures will be related to our
long-term capital investment plan to increase capacity and reduce cost at our
Champion Laboratories subsidiary.

Impact of the Acquisition and Related Financing Transactions

As a result of the Acquisition, our assets and liabilities were adjusted
to their preliminary estimated fair value as of the closing of the Acquisition.
Purchase price allocations are subject to adjustment until all pertinent
information regarding the Acquisition is obtained and fully evaluated. As
discussed above, the Company incurred significant indebtedness in connection
with the Acquisition. Accordingly, our interest expense is higher than it was
prior to the Acquisition. See Liquidity and Capital Resources, above, and Note
B to the Condensed Financial Statements for information regarding the
preliminary status of the allocation of the Acquisition purchase price and the
impact of the Acquisition and the financing thereof. The excess of the total
purchase price over the value of our net assets at closing of the Acquisition
was allocated to goodwill and other intangible assets. These long-lived assets
are subject to annual impairment review.

Contractual Obligations

The following table is a summary of contractual cash obligations
(excluding interest) at September 30, 2003:

|                      |       |   |                |        |           |   |                        |        |           |   |        |        |  |   |         |         |  |   |         |         | 
|--------------------- | ----- | - | -------------- | ------ | --------- | - | ---------------------- | ------ | --------- | - | ------ | ------ |  | - | ------- | ------- |  | - | ------- | ------- | 
|                      |       |   |                |        |           |   | Payments Due by Period |        |           |   |       
|                      |       |   |                |        |           |   |                        |        |           |   |       
|                      |       |   | Less Than      |        | One-Three |   | Four-Five              |        | Over Five |   |        |        | 
|                      |       |   | 1 Year         |        | Years     |   | Years                  |        | Years     |   | Total 
|                      |       |   |                |        |           |   |                        |        |           |   |       
|                      |       |   | (in thousands)
|Short-term debt       |       | $ | 1,030          |        |           | $ |                        |        |           | $ |        |        |  | $ |         |         |  | $ | 1,030   |        
|Long-term debt        |       |   | 4,875          |        |           |   | 12,875                 |        |           |   | 32,250 |        |  |   | 530,000 |         |  |   | 580,000 |        
|Operating leases      |       |   | 3,750          |        |           |   | 6,227                  |        |           |   | 5,051  |        |  |   | 5,189   |         |  |   | 20,217  |        
|Capitalized leases    |       |   | 65             |        |           |   | 444                    |        |           |   |        |        |  |   |         |         |  |   | 509     |        
|Employment agreements |       |   | 675            |        |           |   | 1,158                  |        |           |   |        |        |  |   |         |         |  |   | 1,833   |        
|                      |       |   |                |        |           |   |                        |        |           |   |        |        |  |   |         |         |  |   |         |        
|                      | Total |   | $              | 10,395 |           |   | $                      | 20,704 |           |   | $      | 37,301 |  |   | $       | 535,189 |  |   | $       | 603,589 | 
|                      |       |   |                |        |           |   |                        |        |           |   |        |        |  |   |         |         |  |   |         |        

Recent Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51( FIN 46). FIN 46
requires certain variable interest entities to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 is effective for all
new variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
beginning after June 15, 2003. This interpretation did not have a material
impact on the companys financial statements, because the company has no
variable interest entities.

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On April 30, 2003, the FASB issued Statement No. 149 Amendment of
Statement 133 on Derivative Instruments and Hedging Activities (SFAS 149).
SFAS 149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under Statement No. 133. In particular, this statement clarifies
under what circumstances a contract with an initial net investment meets the
characteristic of a derivative as discussed in SFAS 133, and it clarifies when
a derivative contains a financing component that warrants special reporting in
the statement of cash flows. SFAS 149 is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003 and is to be applied prospectively. Adoption of SFAS No. 149 did
not have a material effect on the Companys financial statements.

In May 2003, the FASB issued Statement No. 150 (SFAS No. 150),
Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity. SFAS 150 requires that certain financial instruments,
which under previous guidance were accounted for as equity, must now be
accounted for as liabilities. The Standard requires that certain financial
instruments be classified as liabilities, including mandatorily redeemable
financial instruments, obligations to repurchase the issuers equity shares by
transferring assets and certain obligations to issue a variable number of
shares. SFAS 150 is effective for financial instruments entered into or
modified subsequent to May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. Adoption
of SFAS 150 did not affect the Companys financial statements, because the
Company does not have any of the financial instruments contemplated in SFAS
150.

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Item 3. Qualitative and Quantitative Information about Market Risk

Our exposure to market risk consists of foreign currency exchange rate
fluctuations and changes in interest rates.

Foreign Currency Exposure

Currency translation.As a result of international operating activities,
we are exposed to risks associated with changes in foreign exchange rates,
principally exchange rates between the U.S. dollar and the Mexican peso,
Spanish peseta, Canadian dollar and British pound. The results of operations of
our foreign subsidiaries are translated into U.S. dollars at the average
exchange rates for each relevant period. This translation has no impact on our
cash flow. However, as foreign exchange rates change, there are changes to the
U.S. dollar equivalent of sales and expenses denominated in foreign currencies.
During the nine months ended September 30, 2003, approximately 11.5% of our
business was transacted in local currencies of foreign countries. While our
international results of operations as measured in dollars are subject to
foreign exchange rate fluctuations, we do not consider the related risk to be
material to our financial condition or results of operations. If the exchange
rate between the foreign currencies and the U.S. dollar were to decrease by
10%, our net income would have been lower by $685,000 in 2002 due to the
reduction in reported results from our foreign operations.

The balance sheets of foreign subsidiaries are translated into U.S.
dollars at the closing exchange rates as of the relevant balance sheet date.
Any adjustments resulting from the translation are recorded as other
comprehensive income on our statement of shareholders equity. In the past the
vehicle parts businesses of UIS have attempted to manage, and in the future we
expect to continue to manage, this exposure primarily by balancing monetary
assets and liabilities and maintaining cash positions only at levels necessary
for operating purposes in those countries.

Currency transaction exposure.Currency transaction exposure arises where
actual sales and purchases are made by a business or company in a currency
other than its own functional currency. The majority of our businesses source
raw materials and sell their products within their local markets currencies
and therefore have limited transaction exposure.

In the future, we expect to continue to monitor our transaction exposure
to currency rate changes and enter into currency forward and option contracts
to limit the exposure, as appropriate. Gains and losses on contracts are
deferred until the transaction being hedged is finalized. As of September 30,
2003, we had no outstanding foreign currency contracts. We do not engage in any
speculative activities.

Interest rate risk

Borrowings under our senior credit facilities bear variable rates of
interest. Under our senior credit facilities, we are required to provide
interest rate protection on approximately $118 million of our senior term loan
facilities borrowings. In August 2003, we entered into an interest rate swap
for $118 million. This swap effectively converts $118 million of variable rate
debt to fixed rate debt for the two years ended August 2005. The variable
component of the interest rate on borrowings under the senior credit facilities
is based on LIBOR. Under the swap we will pay 1.94% and will receive the then
current LIBOR on $118 million.

We utilize, and we will continue to utilize, sensitivity analyses to
assess the potential effect of our variable rate debt. If variable interest
rates were to increase by 0.25% per annum, the net impact would be a decrease
of approximately $0.3 million on our net income and cash flow.

Treasury Policy

Our treasury policy seeks to ensure that adequate financial resources are
available for the development of our businesses while managing our currency and
interest rate risks. Our policy is not to engage in speculative transactions.
Our policies with respect to the major areas of our treasury activity are set
forth above.

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Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SECs rules and forms, and that such information is accumulated and
communicated to our management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

Within the 30 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of management,
including the Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective as of the end of the quarter ended September 30, 2003.

There have been no significant changes in our internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date we completed our evaluation.

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PART II
OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K

|             |  |                                                                                                                                                                                      
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) Exhibits |  |                                                                                                                                                                                      
|             |  |                                                                                                                                                                                      
|Exhibit 31.1 |  | Certification of Periodic Report by the Chief Executive
Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934.                                                   
|             |  |                                                                                                                                                                                      
|Exhibit 31.2 |  | Certification of Periodic Report by the Chief Financial
Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934.                                                   
|             |  |                                                                                                                                                                                      
|Exhibit 32   |  | Certification of Periodic Report by the Chief Executive
Officer and Chief Financial Officer pursuant to 18 U.S.C.
1350, as created by Section 906 of the Sarbanes-Oxley Act
of 2002.*

* This certificate is being furnished solely to accompany the report pursuant
to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and is not to be incorporated by
reference into any filing of the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.

(b)  Reports on Form 8-K filed during the quarter ended September 30, 2003.

The Registrant did not file any reports on Form 8-K during the quarter
ended September 30, 2003.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                        |  |  |                                | 
|----------------------- |  |  | ------------------------------ | 
|                        |  |  | UNITED COMPONENTS, INC.       
|                        |  |  |                               
|Date: December 22, 2003 |  |  | By: /S/ CHARLES T. DICKSON    
|                        |  |  |                                | 
|                        |  |  | Name: Charles T. Dickson      
|                        |  |  | Title: Chief Financial Officer

40