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UNITEDSTATESSECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549-1004

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FORM10-Q

Quarterly Report Pursuant to Section 13 or15(d) of the Securities Exchange Act of1934

For the quarterly period ended June30,2006

AffiniaGroup Intermediate Holdings Inc.

(Exact nameof registrant as specified in itscharter)

|                                                             |  |  |                   |  |  |                                      |
|-------------------------------------------------------------|--|--|-------------------|--|--|--------------------------------------|
| Delaware                                                    |  |  | CommissionFileNo. |  |  | 34-2022081                           |
| (Stateor other jurisdiction ofIncorporation orOrganization) |  |  | 333-128166-10     |  |  | (I.R.S.EmployerIdentificationNumber) |
|                                                             |

1101 Technology DriveAnn Arbor,MI 48108 (734) 827-5400

(Address,Including Zip Code, and Telephone Number,Including AreaCode, of Registrant's Principal ExecutiveOffices)

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months and (2) has been subject to such filing requirements for thepast 90days.

Yes        No    

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer or a non-accelerated filer. See definition of‘‘accelerated filer and large acceleratedfiler’’ in Rule 12b-2 of the Exchange Act. (Checkone):

|                                                                                                |  |  |                                                                                          |  |  |                                              |
|------------------------------------------------------------------------------------------------|--|--|------------------------------------------------------------------------------------------|--|--|----------------------------------------------|
|         Largeaccelerated filer     |  |  |         Acceleratedfiler     |  |  | Non-acceleratedfiler     |
|                                                                                                |

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 ofthe ExchangeAct).

Yes        No    

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Index

Affinia Group Intermediate HoldingsInc.

|         |  |  |                                                                                                        |  |  |  |  |        |  |
|---------|--|--|--------------------------------------------------------------------------------------------------------|--|--|--|--|--------|--|
| PartI   |  |  | FINANCIALINFORMATION                                                                                   |  |  |  |  |   |  |
| Item1.  |  |  | Financial Statements(unaudited)                                                                        |  |  |  |  | 4      |  |
|    |  |  | CondensedConsolidated Balance Sheets – December 31, 2005 andJune 30,2006                         |  |  |  |  | 4      |  |
|    |  |  | Condensed ConsolidatedStatements of Operations – Three and Six Months Ended June30, 2005 and2006 |  |  |  |  | 5      |  |
|    |  |  | Condensed ConsolidatedStatements of Cash Flows – Six Months EndedJune30, 2005 and2006            |  |  |  |  | 6      |  |
|    |  |  | Notes to CondensedConsolidated FinancialStatements                                                     |  |  |  |  | 7      |  |
| Item2.  |  |  | Management's Discussion and Analysis of FinancialCondition andResults ofOperations                     |  |  |  |  | 21     |  |
| Item3.  |  |  | Quantitative and Qualitative Disclosures About MarketRisk                                              |  |  |  |  | 30     |  |
| Item 4. |  |  | Controlsand Procedures                                                                                 |  |  |  |  | 31     |  |
| PartII  |  |  | OTHERINFORMATION                                                                                       |  |  |  |  |   |  |
| Item1.  |  |  | LegalProceedings                                                                                       |  |  |  |  | 33     |  |
| Item1A. |  |  | Risk Factors                                                                                           |  |  |  |  | 33     |  |
| Item6.  |  |  | Exhibits                                                                                               |  |  |  |  | 34     |  |
|    |  |  | Signatures                                                                                             |  |  |  |  | 35     |  |
|         |

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CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

This report includes ‘‘forward-lookingstatements’’ within the meaning of Section 27A of theSecurities Act of 1933, as amended (the ‘‘SecuritiesAct’’) and Section 21E of the Securities Exchange Act of1934, as amended (the ‘‘Exchange Act’’).These forward-looking statements include statements concerning ourplans, objectives, goals, strategies, future events, future revenue orperformance, capital expenditures, financing needs, plans or intentionsrelating to acquisitions, business trends and other information that isnot historical information. When used in this report, the words‘‘estimates,’’‘‘expects,’’‘‘anticipates,’’‘‘projects,’’‘‘plans,’’‘‘intends,’’‘‘believes,’’‘‘forecasts,’’ or future or conditionalverbs, such as ‘‘will,’’‘‘should,’’‘‘could’’ or‘‘may,’’ and variations of such words orsimilar expressions are intended to identify forward-lookingstatements. All forward-looking statements, including, withoutlimitation, management’s examination of historical operatingtrends and data are based upon our current expectations and variousassumptions. Our expectations, beliefs and projections are expressed ingood faith and we believe there is a reasonable basis for them.However, there is no assurance that these expectations, beliefs andprojections will be achieved. With respect to all forward-lookingstatements, we claim the protection of the safe harbor forforward-looking statements contained in the Private SecuritiesLitigation Reform Act of 1995.

There are a number of risks anduncertainties that could cause our actual results to differ materiallyfrom the forward-looking statements contained in this report. Suchrisks, uncertainties and other important factors include, among others:our substantial leverage; limitations on flexibility in operating ourbusiness contained in our debt agreements; pricing pressure; the shiftin demand from premium to economy producers; our dependence on ourlargest customers; increasing costs for manufactured components, rawmaterials, crude oil and energy prices; our ability to achieve costsavings from our restructuring; the consolidation of distributors;‘‘pay-on-scan’’ programs and expansion ofreturn policies; risks associated with our non-U.S. operations; productliability and customer warranty and recall claims; changes toenvironmental and automotive safety regulations; non-performance by, orinsolvency of, our suppliers or our customers; the threat of workstoppages and other labor disputes; challenges to our intellectualproperty portfolio; exposure to product liability and other liabilitiesdue to the Chapter 11 filing of Dana Corporation(‘‘Dana’’) for which Dana retainedresponsibility; and changing distribution channels. There may be otherfactors that may cause our actual results to differ materially from theforward-looking statements.

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PART IFINANCIAL INFORMATION

Item 1.    Financial Statements(unaudited)

Affinia Group Intermediate HoldingsInc.Unaudited Condensed Consolidated BalanceSheets(Dollars inMillions)

|                                                                                               |  |  |                  |   |         |             |  |  |  |   |         |   |
|-----------------------------------------------------------------------------------------------|--|--|------------------|---|---------|-------------|--|--|--|---|---------|---|
|                                                                                          |  |  | December31, 2005 |   |         | June30,2006 |
| Assets                                                                                        |  |  |             |   |         |        |
| Currentassets:                                                                                |  |  |                  |   |    |             |  |  |  |   |    |   |
| Cash and cashequivalents                                                                      |  |  |                  | $ | 82      |             |  |  |  | $ | 63      |   |
| Tradeaccounts receivable, less allowances of $2 and $5  million,respectively, in 2005 and2006 |  |  |                  |   | 350     |             |  |  |  |   | 410     |   |
| Inventories,net                                                                               |  |  |                  |   | 417     |             |  |  |  |   | 426     |   |
| Other currentassets                                                                           |  |  |                  |   | 58      |             |  |  |  |   | 60      |   |
| Totalcurrent assets                                                                           |  |  |                  |   | 907     |             |  |  |  |   | 959     |   |
| Property,plant and equipment,net                                                              |  |  |                  |   | 198     |             |  |  |  |   | 193     |   |
| Goodwill                                                                                      |  |  |                  |   | 57      |             |  |  |  |   | 54      |   |
| Otherintangible assets,net                                                                    |  |  |                  |   | 178     |             |  |  |  |   | 174     |   |
| Deferred financingcosts                                                                       |  |  |                  |   | 22      |             |  |  |  |   | 20      |   |
| Other long-termassets                                                                         |  |  |                  |   | 78      |             |  |  |  |   | 78      |   |
| Totalassets                                                                                   |  |  |                  | $ | 1,440   |             |  |  |  | $ | 1,478   |   |
| Liabilitiesand shareholders'equity                                                            |  |  |                  |   |    |             |  |  |  |   |    |   |
| Currentliabilities:                                                                           |  |  |                  |   |    |             |  |  |  |   |    |   |
| Accountspayable                                                                               |  |  |                  | $ | 232     |             |  |  |  | $ | 239     |   |
| Otheraccruedexpenses                                                                          |  |  |                  |   | 142     |             |  |  |  |   | 155     |   |
| Accruedpayroll and employeebenefits                                                           |  |  |                  |   | 34      |             |  |  |  |   | 33      |   |
| Notes payableand current portion of long termdebt                                             |  |  |                  |   | — |             |  |  |  |   | 13      |   |
| Totalcurrentliabilities                                                                       |  |  |                  |   | 408     |             |  |  |  |   | 440     |   |
| Long-termdebt                                                                                 |  |  |                  |   | 612     |             |  |  |  |   | 612     |   |
| Other noncurrentliabilities                                                                   |  |  |                  |   | 45      |             |  |  |  |   | 50      |   |
| Totalliabilities                                                                              |  |  |                  |   | 1,065   |             |  |  |  |   | 1,102   |   |
| Minorityinterest in consolidatedsubsidiaries                                                  |  |  |                  |   | 1       |             |  |  |  |   | 2       |   |
| Commitmentsand Contingencies                                                                  |  |  |                  |   |    |             |  |  |  |   |    |   |
| Common stock,$.01 par value, 1,000 shares authorized, issued andoutstanding                   |  |  |                  |   | — |             |  |  |  |   | — |   |
| Additionalpaid in-capital                                                                     |  |  |                  |   | 406     |             |  |  |  |   | 406     |   |
| Accumulateddeficit                                                                            |  |  |                  |   | (34     | )           |  |  |  |   | (42     | ) |
| Accumulated othercomprehensiveincome                                                          |  |  |                  |   | 2       |             |  |  |  |   | 10      |   |
| Shareholders'equity                                                                           |  |  |                  |   | 374     |             |  |  |  |   | 374     |   |
| Totalliabilities and shareholders'equity                                                      |  |  |                  | $ | 1,440   |             |  |  |  | $ | 1,478   |   |
|                                                                                               |

Theaccompanying notes are an integral part of the unaudited condensedconsolidated financial statements.

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Affinia Group Intermediate HoldingsInc.Unaudited Condensed Consolidated Statements ofOperations(Dollars inMillions)

|                                               |  |  |                                |   |         |                               |  |  |                             |   |         |                             |  |  |  |   |       |   |  |  |  |   |         |   |
|-----------------------------------------------|--|--|--------------------------------|---|---------|-------------------------------|--|--|-----------------------------|---|---------|-----------------------------|--|--|--|---|-------|---|--|--|--|---|---------|---|
|                                          |  |  | ThreeMonths EndedJune 30, 2005 |   |         | ThreeMonthsEndedJune 30, 2006 |  |  | SixMonthsEndedJune 30, 2005 |   |         | SixMonthsEndedJune 30, 2006 |
| Netsales                                      |  |  |                                | $ | 566     |                               |  |  |                             | $ | 562     |                             |  |  |  | $ | 1,068 |   |  |  |  | $ | 1,110   |   |
| Costofsales                                   |  |  |                                |   | 489     |                               |  |  |                             |   | 463     |                             |  |  |  |   | 918   |   |  |  |  |   | 919     |   |
| Grossprofit                                   |  |  |                                |   | 77      |                               |  |  |                             |   | 99      |                             |  |  |  |   | 150   |   |  |  |  |   | 191     |   |
| Selling,general and administrativeexpenses    |  |  |                                |   | 64      |                               |  |  |                             |   | 85      |                             |  |  |  |   | 130   |   |  |  |  |   | 169     |   |
| Losson disposition of BeckArnley              |  |  |                                |   | — |                               |  |  |                             |   | — |                             |  |  |  |   | 21    |   |  |  |  |   | — |   |
| Operatingprofit(loss)                         |  |  |                                |   | 13      |                               |  |  |                             |   | 14      |                             |  |  |  |   | (1    | ) |  |  |  |   | 22      |   |
| Otherincome,net                               |  |  |                                |   | 3       |                               |  |  |                             |   | 2       |                             |  |  |  |   | 2     |   |  |  |  |   | 4       |   |
| Interestexpense                               |  |  |                                |   | 14      |                               |  |  |                             |   | 15      |                             |  |  |  |   | 27    |   |  |  |  |   | 29      |   |
| Income(loss) before incometaxes               |  |  |                                |   | 2       |                               |  |  |                             |   | 1       |                             |  |  |  |   | (26   | ) |  |  |  |   | (3      | ) |
| Incometax expense(benefit)                    |  |  |                                |   | 1       |                               |  |  |                             |   | 3       |                             |  |  |  |   | (10   | ) |  |  |  |   | 5       |   |
| Income(loss) from continuingoperations        |  |  |                                |   | 1       |                               |  |  |                             |   | (2      | )                           |  |  |  |   | (16   | ) |  |  |  |   | (8      | ) |
| Incomefrom discontinued operations, net oftax |  |  |                                |   | 1       |                               |  |  |                             |   | — |                             |  |  |  |   | 1     |   |  |  |  |   | — |   |
| Netincome(loss)                               |  |  |                                | $ | 2       |                               |  |  |                             | $ | (2      | )                           |  |  |  | $ | (15   | ) |  |  |  | $ | (8      | ) |
|                                               |

Theaccompanying notes are an integral part of the unaudited condensedconsolidated financial statements.

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Affinia Group Intermediate HoldingsInc. Unaudited Condensed Consolidated Statements of CashFlows(Dollars inMillions)

|                                                                                         |  |  |                             |   |         |                              |  |  |  |   |         |   |
|-----------------------------------------------------------------------------------------|--|--|-----------------------------|---|---------|------------------------------|--|--|--|---|---------|---|
|                                                                                    |  |  | SixMonthsEnded June 30,2005 |   |         | Six MonthsEndedJune 30, 2006 |
| Operatingactivities                                                                     |  |  |                             |   |    |                              |  |  |  |   |    |   |
| Netloss                                                                                 |  |  | $(15)                       |   |         | $(8)                         |
| Adjustmentsto reconcile net loss to net cash provided by (used in) operatingactivities: |  |  |                             |   |    |                              |  |  |  |   |    |   |
| Depreciationandamortization                                                             |  |  |                             |   | 23      |                              |  |  |  |   | 23      |   |
| Provisionfor deferred incometaxes                                                       |  |  |                             |   | (5      | )                            |  |  |  |   | (2      | ) |
| Changesin current assets andliabilities:                                                |  |  |                             |   |    |                              |  |  |  |   |    |   |
| Trade accountsreceivable                                                                |  |  |                             |   | (56     | )                            |  |  |  |   | (60     | ) |
| Inventories                                                                             |  |  |                             |   | 36      |                              |  |  |  |   | (9      | ) |
| Otheroperatingassets                                                                    |  |  |                             |   | (9      | )                            |  |  |  |   | — |   |
| Otheroperatingliabilities                                                               |  |  |                             |   | 25      |                              |  |  |  |   | 19      |   |
| Other                                                                                   |  |  |                             |   | 8       |                              |  |  |  |   | 9       |   |
| Netcash provided by (used in) operating activities of continuingoperations              |  |  |                             |   | 7       |                              |  |  |  |   | (28     | ) |
| Net cash used inoperating activities of discontinuedoperations                          |  |  |                             |   | (1      | )                            |  |  |  |   | — |   |
| Netcash provided by (used in) operatingactivities                                       |  |  |                             |   | 6       |                              |  |  |  |   | (28     | ) |
| Investingactivities                                                                     |  |  |                             |   |    |                              |  |  |  |   |    |   |
| Working capitalsettlement withDana                                                      |  |  |                             |   | (28     | )                            |  |  |  |   | — |   |
| Proceeds fromsales of assets                                                            |  |  |                             |   | 1       |                              |  |  |  |   | — |   |
| Additionsto property, plant andequipment                                                |  |  |                             |   | (15     | )                            |  |  |  |   | (12     | ) |
| Netcash used in investing activities of continuingoperations                            |  |  |                             |   | (42     | )                            |  |  |  |   | (12     | ) |
| Net cash usedin investing activities of discontinuedoperations                          |  |  |                             |   | — |                              |  |  |  |   | — |   |
| Netcash used in investingactivities                                                     |  |  |                             |   | (42     | )                            |  |  |  |   | (12     | ) |
| Financingactivities                                                                     |  |  |                             |   |    |                              |  |  |  |   |    |   |
| Short-term debt,net                                                                     |  |  |                             |   | — |                              |  |  |  |   | 13      |   |
| Payment of long-termdebt                                                                |  |  |                             |   | (2      | )                            |  |  |  |   | — |   |
| Netcash (used in) provided by financing activities of continuingoperations              |  |  |                             |   | (2      | )                            |  |  |  |   | 13      |   |
| Net cash (used in)provided by financing activities of discontinuedoperations            |  |  |                             |   | — |                              |  |  |  |   | — |   |
| Netcash (used in) provided by financingactivities                                       |  |  |                             |   | (2      | )                            |  |  |  |   | 13      |   |
| Effectof exchange rate changes oncash                                                   |  |  |                             |   | (8      | )                            |  |  |  |   | 8       |   |
| Changein cash and cashequivalents                                                       |  |  |                             |   | (46     | )                            |  |  |  |   | (19     | ) |
| Cashand cash equivalents at beginning of theperiod                                      |  |  |                             |   | 80      |                              |  |  |  |   | 82      |   |
| Cashand cash equivalents at end of theperiod                                            |  |  |                             | $ | 34      |                              |  |  |  | $ | 63      |   |
| Supplementalcash flowsinformation                                                       |  |  |                             |   |    |                              |  |  |  |   |    |   |
| Cashpaid during the periodfor:                                                          |  |  |                             |   |    |                              |  |  |  |   |    |   |
| Interest                                                                                |  |  |                             | $ | 21      |                              |  |  |  | $ | 26      |   |
| Incometaxes                                                                             |  |  |                             | $ | 9       |                              |  |  |  | $ | 7       |   |
|                                                                                         |

Theaccompanying notes are an integral part of the unaudited condensedconsolidated financial statements.

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NOTES TO UNAUDITEDCONDENSED CONSOLIDATED FINANCIAL STATEMENTS

|              |                                         |
|--------------|-----------------------------------------|
| Note1.  | Organization and Description ofBusiness |

On November  30,  2004, Affinia Group Inc.(‘‘Affinia’’), a newly-formed companycontrolled by affiliates of The Cypress Group L.L.C., completed theacquisition of all of the outstanding shares of capital stock ofcertain subsidiaries and certain assets consisting primarily ofDana’s automotive aftermarket business operations (the‘‘Acquisition’’) pursuant to the stock andasset purchase agreement (the ‘‘PurchaseAgreement’’), as amended, with Dana. Affinia is awholly-owned subsidiary of Affinia Group Intermediate Holdings Inc.

Affinia is a leading designer, manufacturer and distributor ofaftermarket components for passenger cars, sport utility vehicles,light, medium and heavy trucks and off-highway vehicles. Our broadrange of brake, filtration and chassis products are sold in NorthAmerica, Europe, South America and Asia.

|              |                       |
|--------------|-----------------------|
| Note2.  | Basis of Presentation |

The accompanyingunaudited condensed consolidated financial statements include theaccounts of Affinia Group Intermediate Holdings Inc. and itssubsidiaries. In these notes to the financial statements, the terms‘‘the Company,’’‘‘we,’’ ‘‘our’’and ‘‘us’’ refer to Affinia GroupIntermediate Holdings Inc. and its subsidiaries on a consolidatedbasis.

The interim financial information is prepared inconformity with accounting principles generally accepted in the UnitedStates of America and such principles are applied on a basis consistentwith information reflected in our Form 10-K for the year endedDecember  31,  2005 filed with the Securities and ExchangeCommission (the ‘‘SEC’’). Certaininformation and footnote disclosures normally included in financialstatements prepared in accordance with accounting principles generallyaccepted in the United States of America have been condensed or omittedpursuant to the rules and regulations promulgated by the SEC. Inthe opinion of management, the interim financial information includesall adjustments and accruals, consisting only of normal recurringadjustments, which are necessary for a fair presentation of results forthe respective interim period.

Our Condensed ConsolidatedStatement of Operations for the three and six month period endingJune  30,  2005 has been reclassified for the sale ofCandados Universales de Mexico, S.A. de C.V.(‘‘Cumsa’’) and the distribution companyfor Cumsa (Auto Parts Acquisition LLC). This sale was completed in thethird quarter of 2005 and qualified for discontinued operationstreatment.

|               |                              |
|---------------|------------------------------|
| Note 3.  | New AccountingPronouncements |

In July  2006, the Financial AccountingStandards Board (the ‘‘FASB’’) issued FASBInterpretation (‘‘FIN’’) No. 48,Accounting for Uncertainty in Income Taxes – an interpretationof FASB Statement No. 109, which clarifies the accountingfor uncertainty in tax positions. This Interpretation requires that werecognize in our financial statements the impact of a tax position, ifthat position is more likely than not of being sustained on audit,based solely on the technical merits of the position. The provisions ofFIN 48 are effective as of the beginning of our 2007 fiscal year, withthe cumulative effect of the change in accounting principle recorded asan adjustment to opening retained earnings. We are currently evaluatingthe impact of adopting FIN 48 on our consolidated financialstatements.

In November  2005, the FASB issued FASB StaffPosition (‘‘FSP’’) 123(R)-3, TransitionElection Related to Accounting for the Tax Effects of Share-Based AwardPayments (‘‘FSP 123(R)-3’’). Theprovisions of FSP 123(R)-3 set forth an alternative method ofcalculating the excess tax benefits available to absorb taxdeficiencies recognized subsequent to the adoption of SFAS No. 123(R).The Company, which is currently evaluating its available transitionalternatives, has until November  2006 to make its one-timeelection.

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|               |                 |
|---------------|-----------------|
| Note 4.  | Inventories,net |

Inventories, net consist of the following (Dollars inMillions):

|                 |  |  |                    |   |     |                |  |  |  |   |     |  |
|-----------------|--|--|--------------------|---|-----|----------------|--|--|--|---|-----|--|
|            |  |  | AtDecember 31,2005 |   |     | At June30,2006 |
| Rawmaterials    |  |  |                    | $ | 107 |                |  |  |  | $ | 112 |  |
| Work-in-process |  |  |                    |   | 21  |                |  |  |  |   | 20  |  |
| Finishedgoods   |  |  |                    |   | 289 |                |  |  |  |   | 294 |  |
|            |  |  |                    | $ | 417 |                |  |  |  | $ | 426 |  |
|                 |

|              |                             |
|--------------|-----------------------------|
| Note5.  | Comprehensive Income (loss) |

The elementsof comprehensive income (loss) are presented in the following table(Dollars inMillions):

|                                                               |  |  |                                |   |         |                                |  |  |                              |   |    |                              |  |  |  |   |     |   |  |  |  |   |         |   |
|---------------------------------------------------------------|--|--|--------------------------------|---|---------|--------------------------------|--|--|------------------------------|---|----|------------------------------|--|--|--|---|-----|---|--|--|--|---|---------|---|
|                                                          |  |  | ThreeMonthsEnded June 30, 2005 |   |         | Three MonthsEndedJune 30, 2006 |  |  | Six MonthsEnded June 30,2005 |   |    | Six MonthsEnded June 30,2006 |
| Net income(loss)                                              |  |  |                                | $ | 2       |                                |  |  |                              | $ | (2 | )                            |  |  |  | $ | (15 | ) |  |  |  | $ | (8      | ) |
| Changein foreign currency translation adjustments (net oftax) |  |  |                                |   | (2      | )                              |  |  |                              |   | 4  |                              |  |  |  |   | (8  | ) |  |  |  |   | 8       |   |
| Comprehensiveincome(loss)                                     |  |  |                                |   | — |                                |  |  |                              | $ | 2  |                              |  |  |  | $ | (23 | ) |  |  |  | $ | — |   |
|                                                               |

|              |          |
|--------------|----------|
| Note6.  | Goodwill |

The following table summarizesgoodwill activity for the first six months of 2006 (Dollars inMillions):

|                             |  |  |                              |
|-----------------------------|--|--|------------------------------|
|                        |  |  | SixMonths EndedJune 30, 2006 |
| Balance atDecember  31,2005 |  |  | $57                          |
| Taxbenefitreduction         |  |  | (3)                          |
| Balanceat June  30,2006     |  |  | $54                          |
|                             |

Inaccordance with SFAS No. 109 Accounting for Income Taxes the taxbenefit for the excess of tax-deductible goodwill over the reportedamount of goodwill is applied to reduce the goodwill related to theAcquistion. The tax benefit for the excess of tax deductible goodwillwill reduce reported goodwill by approximately $1.3  million eachquarter until goodwill is decreased to zero.

|              |                               |
|--------------|-------------------------------|
| Note7.  | Commitments and Contingencies |

AtJune  30,  2006, the Company had purchase commitments forproperty, plant and equipment of approximately $4  million.

A reconciliation of the changes in our return reserve is as follows(Dollars inMillions):

|                  |  |  |                               |   |     |                               |  |  |  |   |     |   |
|------------------|--|--|-------------------------------|---|-----|-------------------------------|--|--|--|---|-----|---|
|             |  |  | SixMonths Ended June 30, 2005 |   |     | Six Months Ended June 30,2006 |
| Beginningbalance |  |  |                               | $ | 18  |                               |  |  |  | $ | 19  |   |
| Amountscharged   |  |  |                               |   | 27  |                               |  |  |  |   | 27  |   |
| Returnsprocessed |  |  |                               |   | (25 | )                             |  |  |  |   | (27 | ) |
|             |  |  |                               | $ | 20  |                               |  |  |  | $ | 19  |   |
|                  |

InMarch  2005, the FASB issued FIN No. 47 Accounting forConditional Asset Retirement Obligations. We adopted FIN No. 47effective December  31, 2005.  FIN No. 47 requiresthat a liability for the fair value of an Asset Retirement Obligation(‘‘ARO’’) be recognized in the period inwhich it is incurred if it can be reasonably estimated, with theoffsetting associated asset retirement costs 

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capitalized as part of the carrying amount ofthe long-lived asset.  The ARO is subsequently allocatedto expense using a systematic and rational method over its usefullife.  Changes in the ARO liability resulting from thepassage of time are recognized as an increase in the carrying amount ofthe liability and an accretion to expense.  Changesresulting from revisions to the timing or amount of the originalestimate of cash flows are recognized as an increase or a decrease inboth the asset and liability.  Our ARO liability recordedat December  31,  2005 and June  30,  2006 was$3  million and the accretion for the quarter was less than$1  million.

Note8.    Restructuring of Operations

In2005, we announced two restructuring plans: (i) a restructuring planthat we announced at the beginning of 2005 as part of the Acquisition,also referred to herein as the acquisition restructuring and (ii) arestructuring plan that we announced at the end of 2005, also referredto herein as the comprehensive restructuring.

In December2005, we announced the closure of our Southampton (UK) facility.Additionally, in March  2006 we announced the closure of the Erie(PA), North East (PA) and the McHenry (IL) plants and our intent tosell the Waupauca (WI), Sudbury (Ontario, Canada) and St. Catharines(Ontario, Canada) facilities. We were unable to find a buyer for theSt. Catharines, Ontario foundry. Consequently, in June  2006 weannounced our decision to close the foundry. Additional facilityclosures will be announced periodically over the remainder of 2006 andduring 2007. During 2005, in connection with the comprehensiverestructuring, we recorded a charge of $21  million to cost ofsales and $2  million to selling, general and administrativeexpenses, primarily comprised of severance costs and fixed assetimpairment for the comprehensive restructuring. The write-down of fixedassets was accounted for in accordance with SFAS No. 144, Accountingfor the Impairment or Disposal of Long-Lived Assets. Severancecosts are being accounted for in accordance with SFAS No. 146,Accounting for Costs Associated with Exit or DisposalActivities. We currently estimate that we will incur in theaggregate approximately $152  million of cash and non cashrestructuring costs for the comprehensive restructuring plan.

Inthe first quarter of 2005, as part of the Acquisition, we announced theacquisition restructuring. The acquisition restructuring plan wasinitiated to take advantage of opportunities we identified prior to theAcquisition but were limited in our ability to actively pursue as partof Dana due to resource constraints. During 2005, acquisitionrestructuring costs of $21  million were recorded to goodwill asan adjustment to the opening balance sheet, comprised of severancecosts, fixed asset impairments and other exit costs. Additionally in2005, we charged directly to selling, general and administrativeexpenses $2  million relating to current period exit costs.

At June  30,  2006, $14  million of restructuringcharges remained in accrued liabilities, relating to wage andhealthcare continuation for severed employees and other terminationcosts. These remaining liabilities are expected to be paid during thebalance of 2006. The following table summarizes the activity in accruedrestructuring expenses for our continuing operations during the firstsix months of 2006 (Dollars inMillions):

|                                        |  |  |  |   |        |   |
|----------------------------------------|--|--|--|---|--------|---|
| Balanceat December  31,2005            |  |  |  | $ | 8      |   |
| Charges toexpense:                     |  |  |  |   |   |   |
| Severance and benefitrelated expenses  |  |  |  |   | 11     |   |
| Asset write-offsexpense                |  |  |  |   | 1      |   |
| Otherexpenses                          |  |  |  |   | 2      |   |
| Totalrestructuring expenses            |  |  |  |   | 14     |   |
| Cashpayments and asset write-offs:     |  |  |  |   |   |   |
| Cashpayments                           |  |  |  |   | (7     | ) |
| Assetwrite-offs                        |  |  |  |   | (1     | ) |
| Totalcash payments and assetwrite-offs |  |  |  |   | (8     | ) |
| Balanceat June  30,2006                |  |  |  | $ | 14     |   |
|                                        |

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|               |                           |
|---------------|---------------------------|
| Note 9.  | Related PartyTransactions |

Affinia and Dana entered into a transition servicesagreement (the ‘‘TSA’’) effective with theclosing of the Acquisition on November  30,  2004. The TSAprovided for certain administrative and other services and support tobe provided by Dana to the Company, and to be provided by the Companyto Dana, in each case after the Acquisition. The Company also leasescertain properties, warehouses and office space from Dana for periodsup to five years after the Acquisition. Some of these lease terms maybe renewed indefinitely by the parties. Dana agreed in the PurchaseAgreement to provide the Company with a $16  million credit forpayments otherwise due for services under the TSA.

OnApril  29,  2005, Dana paid the Company $12  millionin settlement of the TSA noted above, as well as $11  million foruncollectible receivables covered by the Purchase Agreement, offset by$13  million of original purchase price consideration and$2  million of working capital adjustments, which resulted in anet payment of $8  million to us.

On March 3, 2006,Dana and forty of its domestic subsidiaries (the‘‘Debtors’’) filed voluntary petitions forreorganization under chapter 11 of the United States Bankruptcy Code inthe United States Bankruptcy Court, Southern District of New York (the‘‘Court’’) (Case No. 06-10354). The Debtorswill continue to operate their businesses as‘‘debtors-in-possession’’ under thejurisdiction of the Court and in accordance with applicable provisionsof the Bankruptcy Code and orders of the Court. Dana is, pursuant tothe Purchase Agreement, contractually obligated to indemnify us forspecified liabilities, including, among others, (1) liabilities arisingout of legal proceedings commenced prior to the Acquisition and (2)liabilities for death, personal injury or other injury to persons(including, but not limited to, such liabilities that result from humanexposure to asbestos) or property damage occurring prior to theAcquisition relating to the use or exposure to any of Dana'sproducts designed, manufactured, served or sold by Dana. However, inthe context of Dana's bankruptcy, Dana may be discharged entirelyfrom its obligations to indemnify us for future defense settlements orpayments in respect of any claim subject to its indemnificationobligations and we may recover less than 100% of anyindemnification obligations of Dana existing as of March3,  2006. Further, we do not know whether any insurance that mayhave been maintained by Dana will cover the costs for which Dana iscontractually obligated to indemnify us. The failure of Dana to honorits indemnification obligations could adversely affect our financialcondition and results of operations.

As of March31,  2006 we fully reserved for the $2  million in accountsreceivable due from the Debtors. The reserve was reduced by thepayments we received during the second quarter, which reduced thereserve to approximately $1  million as of June  30,2006. We have an ongoing business relationship with the Debtors andhave recorded no additional reserves for the post petition accountsreceivable due from the Debtors.

|               |                                    |
|---------------|------------------------------------|
| Note10.  | Segment and Geographic Information |

TheCompany operates in a single business segment, which is the design,manufacturing and distribution of aftermarket components for passengercars, sport utility vehicles, light, medium and heavy trucks andoff-highway vehicles. The products and services, customer base,distribution channel, manufacturing process, procurement, and economiccharacteristics are similar throughout all of the Company'soperations.

Net sales by geographic region were as follows(Dollars inMillions):

|                 |  |  |                                 |   |     |                                 |  |  |                               |   |     |                               |  |  |  |   |       |  |  |  |  |   |       |  |
|-----------------|--|--|---------------------------------|---|-----|---------------------------------|--|--|-------------------------------|---|-----|-------------------------------|--|--|--|---|-------|--|--|--|--|---|-------|--|
|            |  |  | ThreeMonths Ended June 30, 2005 |   |     | Three MonthsEnded June 30, 2006 |  |  | Six Months Ended June 30,2005 |   |     | Six Months Ended June 30,2006 |
| NorthAmerica    |  |  |                                 | $ | 412 |                                 |  |  |                               | $ | 405 |                               |  |  |  | $ | 775   |  |  |  |  | $ | 803   |  |
| Othercontinents |  |  |                                 |   | 154 |                                 |  |  |                               |   | 157 |                               |  |  |  |   | 293   |  |  |  |  |   | 307   |  |
|            |  |  |                                 | $ | 566 |                                 |  |  |                               | $ | 562 |                               |  |  |  | $ | 1,068 |  |  |  |  | $ | 1,110 |  |
|                 |

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Long-lived assets by geographic regionwere as follows (Dollars inMillions):

|                 |  |  |                  |   |     |               |  |  |  |   |     |  |
|-----------------|--|--|------------------|---|-----|---------------|--|--|--|---|-----|--|
|            |  |  | December31, 2005 |   |     | June 30, 2006 |
| NorthAmerica    |  |  |                  | $ | 142 |               |  |  |  | $ | 135 |  |
| Othercontinents |  |  |                  |   | 56  |               |  |  |  |   | 58  |  |
|            |  |  |                  | $ | 198 |               |  |  |  | $ | 193 |  |
|                 |

Netsales by geographic area were determined based on origin of sale.Geographic data on long-lived assets was based on physical location ofthose assets.

|                |                         |
|----------------|-------------------------|
| Note 11.  | Divestiture ofAffiliate |

On March  31,  2005, Affinia completed thelegal sale of its subsidiary, Beck Arnley Worldparts Corporation(‘‘Beck Arnley’’) to Heritage Equity Group(‘‘Heritage’’), pursuant to a stockpurchase agreement. The contingent purchase price, which was based onfuture sales of Beck Arnley, for the stock of Beck Arnley was $5million to be paid starting in 2006. Affinia also made a $3million five year term loan to Beck Arnley, bearing interest at ninepercent per annum. In addition, the stock purchase agreement providedthat all of the cash at Beck Arnley, with the exception of $2million, be retained by the Company. As a result, Affinia retained$17  million of cash that was held on the books of Beck Arnley.In connection with the transaction, Affinia recognized a pre-tax losson the sale of $21  million, in addition to the $3  millionloss from normal operations in the first quarter of 2005. Due toAffinia's $3  million working capital loan to Beck Arnleyand the contingent consideration, the sale of Beck Arnley did notqualify as a sale under accounting rules and could not be presented asa discontinued operation.

On April  20,  2006,Heritage, the owner of our former subsidiary Beck Arnley, and BeckArnley filed suit against Affinia in the Rutherford County ChanceryCourt for the State of Tennessee. The suit arises out ofAffinia’s sale of Beck Arnley to Heritage on March31,  2005 and a subsequent tax election which Affinia wasrequired to make under the Purchase Agreement with Dana. Affiniaintends to vigorously defend this matter and does not believe it hasany liability. Affinia has moved to dismiss the suit inTennessee.

|                |                       |
|----------------|-----------------------|
| Note 12.  | DiscontinuedOperation |

During the third quarter of 2005, we completed thesale of Candados Universales de Mexico, S.A. de C.V.(‘‘Cumsa’’), one of our Mexican operations,and the distribution company for Cumsa (Auto Parts Acquisition LLC) for$7  million in cash. Under the provisions of SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets,we classify a business component that has been disposed of as adiscontinued operation if the cash flow of the component has beeneliminated from our ongoing operations and we will no longer have anysignificant continuing involvement in the component. The results ofoperations of our discontinued operations through the date of sale,including any gains or losses on disposition, are aggregated andpresented on one line in the consolidated statement of operations. SFASNo. 144 requires the reclassification of amounts presented for prioryears as discontinued operations. The amounts presented in theConsolidated Statement of Operations for the three month period endedMarch  31,  2005 were reclassified to comply with SFAS No.144. The after-tax loss recognized on the sale during the third quarterof fiscal 2005 was $0.4  million. The Condensed ConsolidatedStatement of Operations for the prior period has been reclassified toreflect the results of operations of this divested business as adiscontinued operation.

|                |                   |
|----------------|-------------------|
| Note 13.  | StockOption Plans |

In August of 2005, we granted 140,700 options.During the three month period ended June  30,  2006, wegranted another 14,060 options. During the six months ended June30,  2006 1,500 options were forfeited/expired and none wereexercised. The exercise price is $100 per option. Each option expiresAugust  1,  2015. One-half of the options vest based on theperformance of the Company and the remaining portion vests at the endof each year ratably over the period from the 

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year of the grant until December31,  2009. The weighted fair value of the options’ grantedwas approximately $2  million as of June  30,  2006and we recognized $0.2  million in selling, general andadministrative expenses in relation to the options during the sixmonths ended June  30,  2006.

We adopted SFAS 123(R),Share-Based Payment, during the fourth quarter of 2005 andaccount for our employee stock options under the fair value method ofaccounting using a Black-Scholes model to measure stock-basedcompensation expense at the date of grant. Our weighted-averageBlack-Scholes fair value assumptionsinclude:

|                        |  |  |                |
|------------------------|--|--|----------------|
|                   |  |  | 2006           |
| Effectiveterm          |  |  | 6 years |
| Riskfree interest rate |  |  | 4.2%           |
| Expectedvolatility     |  |  | 40.0%          |
| Expected dividendyield |  |  | 0.0%           |
|                        |

|               |                                                        |
|---------------|--------------------------------------------------------|
| Note14.  | Financial Information for Guarantors andNon-Guarantors |

In connection with the Acquisition onNovember  30,  2004, Affinia issued $300  million of9% Senior Subordinated Notes due 2014 (the‘‘Unregistered Notes’’) to qualifiedinstitutional buyers and certain persons in offshore transactions. TheUnregistered Notes, which were exchanged for $300  million of9% Senior Subordinated Notes due 2014 registered under theSecurities Act on November  2,  2005 (the‘‘Notes’’), are guaranteed by all ofAffinia's wholly-owned domestic subsidiaries and byAffinia's direct parent, Affinia Group Intermediate Holdings Inc.(referred to in the following tables as‘‘Parent’’). These guarantors jointly andseverally guarantee Affinia's obligations under the Notes andsuch guarantees represent full and unconditional general obligations ofeach guarantor. In the following tables,‘‘Issuer’’ refers to Affinia and‘‘Guarantors’’ refers to Affinia’ssubsidiary guarantors. The Parent and the Guarantors alsounconditionally guarantee Affinia's borrowings under its seniorsecured credit facilities on the same basis.

The followingunaudited information presents Consolidating Statements of Operationsfor the three and six months ended June  30,  2005 and2006, Consolidating Statements of Cash Flows for the six months endedJune  30,  2005 and 2006 and Consolidating Balance Sheetsas of December  31,  2005 and June  30,  2006to arrive at the information for the Company on a consolidated basis.Other separate financial statements and other disclosures concerningthe Parent and the Guarantors are not presented because management doesnot believe that such information is material toinvestors.

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Affinia GroupIntermediate Holdings Inc.

SupplementalGuarantor Consolidating Statement of Operations For the ThreeMonths Ended June  30,2005

(Dollars inMillions)

|                                              |  |  |        |   |                                 |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |  |
|----------------------------------------------|--|--|--------|---|---------------------------------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|--|
|                                         |  |  | Parent |   |                                 | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Eliminations |   |         | ConsolidatedTotal |
| Netsales                                     |  |  |        | $ |     — |        |  |  |           | $ | — |               |  |  |              | $ | 341     |                   |  |  |  | $ | 305     |   |  |  |  | $ | (80     | ) |  |  |  | $ | 566     |  |
| Costofsales                                  |  |  |        |   | —                         |        |  |  |           |   | — |               |  |  |              |   | 286     |                   |  |  |  |   | 283     |   |  |  |  |   | (80     | ) |  |  |  |   | 489     |  |
| Grossprofit                                  |  |  |        |   | —                         |        |  |  |           |   | — |               |  |  |              |   | 55      |                   |  |  |  |   | 22      |   |  |  |  |   | — |   |  |  |  |   | 77      |  |
| Selling,general and administrativeexpenses   |  |  |        |   | —                         |        |  |  |           |   | 10      |               |  |  |              |   | 29      |                   |  |  |  |   | 25      |   |  |  |  |   | — |   |  |  |  |   | 64      |  |
| Operating(loss)profit                        |  |  |        |   | —                         |        |  |  |           |   | (10     | )             |  |  |              |   | 26      |                   |  |  |  |   | (3      | ) |  |  |  |   | — |   |  |  |  |   | 13      |  |
| Otherincome,net                              |  |  |        |   | —                         |        |  |  |           |   | — |               |  |  |              |   | 1       |                   |  |  |  |   | 2       |   |  |  |  |   | — |   |  |  |  |   | 3       |  |
| Interestexpense                              |  |  |        |   | —                         |        |  |  |           |   | 13      |               |  |  |              |   | — |                   |  |  |  |   | 1       |   |  |  |  |   | — |   |  |  |  |   | 14      |  |
| (Loss)income beforetaxes                     |  |  |        |   | —                         |        |  |  |           |   | (23     | )             |  |  |              |   | 27      |                   |  |  |  |   | (2      | ) |  |  |  |   | — |   |  |  |  |   | 2       |  |
| Incometax (benefit)expense                   |  |  |        |   | —                         |        |  |  |           |   | (9      | )             |  |  |              |   | 5       |                   |  |  |  |   | 5       |   |  |  |  |   | — |   |  |  |  |   | 1       |  |
| (Loss)income from continuingoperations       |  |  |        |   | —                         |        |  |  |           |   | (14     | )             |  |  |              |   | 22      |                   |  |  |  |   | (7      | ) |  |  |  |   | — |   |  |  |  |   | 1       |  |
| Incomefrom discontinued operations,net oftax |  |  |        |   | —                         |        |  |  |           |   | — |               |  |  |              |   | 1       |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 1       |  |
| (Loss)income before equity interest inincome |  |  |        |   | —                         |        |  |  |           |   | (14     | )             |  |  |              |   | 23      |                   |  |  |  |   | (7      | ) |  |  |  |   | — |   |  |  |  |   | 2       |  |
| Equityinterest in income, net oftax          |  |  |        |   | 2                               |        |  |  |           |   | 18      |               |  |  |              |   | 8       |                   |  |  |  |   | 21      |   |  |  |  |   | (49     | ) |  |  |  |   | — |  |
| Netincome(loss)                              |  |  |        | $ | 2                               |        |  |  |           | $ | 4       |               |  |  |              | $ | 31      |                   |  |  |  | $ | 14      |   |  |  |  | $ | (49     | ) |  |  |  | $ | 2       |  |
|                                              |

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Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor ConsolidatingStatement of Operations For the Six Months Ended June30,  2005

(Dollars in Millions)

|                                              |  |  |        |   |         |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |   |
|----------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                         |  |  | Parent |   |         | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Eliminations |   |         | ConsolidatedTotal |
| Netsales                                     |  |  |        | $ | — |        |  |  |           | $ | — |               |  |  |              | $ | 639     |                   |  |  |  | $ | 523     |   |  |  |  | $ | (94     | ) |  |  |  | $ | 1,068   |   |
| Costofsales                                  |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 528     |                   |  |  |  |   | 484     |   |  |  |  |   | (94     | ) |  |  |  |   | 918     |   |
| Grossprofit                                  |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 111     |                   |  |  |  |   | 39      |   |  |  |  |   | — |   |  |  |  |   | 150     |   |
| Selling,general and administrativeexpenses   |  |  |        |   | — |        |  |  |           |   | 15      |               |  |  |              |   | 66      |                   |  |  |  |   | 49      |   |  |  |  |   | — |   |  |  |  |   | 130     |   |
| Losson disposition of BeckArnley             |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | — |                   |  |  |  |   | 21      |   |  |  |  |   | — |   |  |  |  |   | 21      |   |
| Operating(loss)profit                        |  |  |        |   | — |        |  |  |           |   | (15     | )             |  |  |              |   | 45      |                   |  |  |  |   | (31     | ) |  |  |  |   | — |   |  |  |  |   | (1      | ) |
| Otherincome,net                              |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 1       |                   |  |  |  |   | 1       |   |  |  |  |   | — |   |  |  |  |   | 2       |   |
| Interestexpense                              |  |  |        |   | — |        |  |  |           |   | 26      |               |  |  |              |   | — |                   |  |  |  |   | 1       |   |  |  |  |   | — |   |  |  |  |   | 27      |   |
| (Loss)income beforetaxes                     |  |  |        |   | — |        |  |  |           |   | (41     | )             |  |  |              |   | 46      |                   |  |  |  |   | (31     | ) |  |  |  |   | — |   |  |  |  |   | (26     | ) |
| Incometax (benefit)expense                   |  |  |        |   | — |        |  |  |           |   | (16     | )             |  |  |              |   | 15      |                   |  |  |  |   | (9      | ) |  |  |  |   | — |   |  |  |  |   | (10     | ) |
| (Loss)income from continuingoperations       |  |  |        |   | — |        |  |  |           |   | (25     | )             |  |  |              |   | 31      |                   |  |  |  |   | (22     | ) |  |  |  |   | — |   |  |  |  |   | (16     | ) |
| Incomefrom discontinued operations,net oftax |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 1       |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 1       |   |
| (Loss)income before equity interest inincome |  |  |        |   | — |        |  |  |           |   | (25     | )             |  |  |              |   | 32      |                   |  |  |  |   | (22     | ) |  |  |  |   | — |   |  |  |  |   | (15     | ) |
| Equityinterest in income, net oftax          |  |  |        |   | (15     | )      |  |  |           |   | 26      |               |  |  |              |   | 8       |                   |  |  |  |   | 31      |   |  |  |  |   | (50     | ) |  |  |  |   | — |   |
| Net(loss)income                              |  |  |        | $ | (15     | )      |  |  |           | $ | 1       |               |  |  |              | $ | 40      |                   |  |  |  | $ | 9       |   |  |  |  | $ | (50     | ) |  |  |  | $ | (15     | ) |
|                                              |

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Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor ConsolidatingStatement of Operations For the Three Months Ended June30,  2006

(Dollars in Millions)

|                                                |  |  |        |   |                           |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |   |
|------------------------------------------------|--|--|--------|---|---------------------------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                           |  |  | Parent |   |                           | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Eliminations |   |         | ConsolidatedTotal |
| Netsales                                       |  |  |        | $ |    — |        |  |  |           | $ | — |               |  |  |              | $ | 334     |                   |  |  |  | $ | 323     |   |  |  |  | $ | (95     | ) |  |  |  | $ | 562     |   |
| Costofsales                                    |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |              |   | 235     |                   |  |  |  |   | 323     |   |  |  |  |   | (95     | ) |  |  |  |   | 463     |   |
| Grossprofit                                    |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |              |   | 99      |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 99      |   |
| Selling,general and administrativeexpenses     |  |  |        |   | —                   |        |  |  |           |   | 13      |               |  |  |              |   | 39      |                   |  |  |  |   | 33      |   |  |  |  |   | — |   |  |  |  |   | 85      |   |
| Operating(loss)profit                          |  |  |        |   | —                   |        |  |  |           |   | (13     | )             |  |  |              |   | 60      |                   |  |  |  |   | (33     | ) |  |  |  |   | — |   |  |  |  |   | 14      |   |
| Otherincome,net                                |  |  |        |   | —                   |        |  |  |           |   | 1       |               |  |  |              |   | — |                   |  |  |  |   | 1       |   |  |  |  |   | — |   |  |  |  |   | 2       |   |
| Interestexpense                                |  |  |        |   | —                   |        |  |  |           |   | 15      |               |  |  |              |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 15      |   |
| (Loss)income before taxes and minorityinterest |  |  |        |   | —                   |        |  |  |           |   | (27     | )             |  |  |              |   | 60      |                   |  |  |  |   | (32     | ) |  |  |  |   | — |   |  |  |  |   | 1       |   |
| Incometaxexpense                               |  |  |        |   | —                   |        |  |  |           |   | 1       |               |  |  |              |   | — |                   |  |  |  |   | 2       |   |  |  |  |   | — |   |  |  |  |   | 3       |   |
| (Loss)income before equity interest in income  |  |  |        |   | —                   |        |  |  |           |   | (28     | )             |  |  |              |   | 60      |                   |  |  |  |   | (34     | ) |  |  |  |   | — |   |  |  |  |   | (2      | ) |
| Equityinterest in income, net oftax            |  |  |        |   | (2                        | )      |  |  |           |   | 33      |               |  |  |              |   | 6       |                   |  |  |  |   | 11      |   |  |  |  |   | (48     | ) |  |  |  |   | — |   |
| Netincome(loss)                                |  |  |        | $ | (2                        | )      |  |  |           | $ | 5       |               |  |  |              | $ | 66      |                   |  |  |  | $ | (23     | ) |  |  |  | $ | (48     | ) |  |  |  | $ | (2      | ) |
|                                                |

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Affinia Group Intermediate HoldingsInc.

Supplemental GuarantorConsolidatingStatement of Operations For the Six Months Ended June30,  2006

(Dollars in Millions)

|                                                |  |  |        |   |                           |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |   |
|------------------------------------------------|--|--|--------|---|---------------------------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                           |  |  | Parent |   |                           | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Eliminations |   |         | ConsolidatedTotal |
| Netsales                                       |  |  |        | $ |    — |        |  |  |           | $ | — |               |  |  |              | $ | 664     |                   |  |  |  | $ | 633     |   |  |  |  | $ | (187    | ) |  |  |  | $ | 1,110   |   |
| Costofsales                                    |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |              |   | 495     |                   |  |  |  |   | 611     |   |  |  |  |   | (187    | ) |  |  |  |   | 919     |   |
| Grossprofit                                    |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |              |   | 169     |                   |  |  |  |   | 22      |   |  |  |  |   | — |   |  |  |  |   | 191     |   |
| Selling,general and administrativeexpenses     |  |  |        |   |                      |        |  |  |           |   | 23      |               |  |  |              |   | 83      |                   |  |  |  |   | 63      |   |  |  |  |   |    |   |  |  |  |   | 169     |   |
| Operating(loss)profit                          |  |  |        |   | —                   |        |  |  |           |   | (23     | )             |  |  |              |   | 86      |                   |  |  |  |   | (41     | ) |  |  |  |   | — |   |  |  |  |   | 22      |   |
| Otherincome,net                                |  |  |        |   | —                   |        |  |  |           |   | 1       |               |  |  |              |   | 1       |                   |  |  |  |   | 2       |   |  |  |  |   | — |   |  |  |  |   | 4       |   |
| Interestexpense                                |  |  |        |   | —                   |        |  |  |           |   | 29      |               |  |  |              |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 29      |   |
| (Loss)income before taxes and minorityinterest |  |  |        |   | —                   |        |  |  |           |   | (51     | )             |  |  |              |   | 87      |                   |  |  |  |   | (39     | ) |  |  |  |   | — |   |  |  |  |   | (3      | ) |
| Incometax (benefit)expense                     |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |              |   | — |                   |  |  |  |   | 5       |   |  |  |  |   | — |   |  |  |  |   | 5       |   |
| (Loss)income before equity interest in income  |  |  |        |   | —                   |        |  |  |           |   | (51     | )             |  |  |              |   | 87      |                   |  |  |  |   | (44     | ) |  |  |  |   | — |   |  |  |  |   | (8      | ) |
| Equityinterest in income, net oftax            |  |  |        |   | (8                        | )      |  |  |           |   | 52      |               |  |  |              |   | (5      | )                 |  |  |  |   | 15      |   |  |  |  |   | (54     | ) |  |  |  |   | — |   |
| Net(loss)income                                |  |  |        | $ | (8                        | )      |  |  |           | $ | 1       |               |  |  |              | $ | 82      |                   |  |  |  | $ | (29     | ) |  |  |  | $ | (54     | ) |  |  |  | $ | (8      | ) |
|                                                |

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Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor ConsolidatingStatement of Cash Flows For the Six Months Ended June30,  2005

(Dollars in Millions)

|                                                                                                                            |  |  |        |   |         |        |  |  |           |   |         |               |  |  |             |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |   |
|----------------------------------------------------------------------------------------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|-------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                                                                                                       |  |  | Parent |   |         | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Elimination |   |         | ConsolidatedTotal |
| Operatingactivities                                                                                                        |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Net(loss) income from continuingoperations                                                                                 |  |  |        | $ | (16     | )      |  |  |           | $ | 1       |               |  |  |             | $ | 40      |                   |  |  |  | $ | 9       |   |  |  |  | $ | (49     | ) |  |  |  | $ | (15     | ) |
| Adjustmentsto reconcile net (loss) income from continuing operations to net cashprovided by (used in) operatingactivities: |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Depreciationandamortization                                                                                                |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | 12      |                   |  |  |  |   | 11      |   |  |  |  |   | — |   |  |  |  |   | 23      |   |
| Provisionfor deferred incometaxes                                                                                          |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | (5      | )                 |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | (5      | ) |
| Changein current assets &liabilities:                                                                                  |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Equityinincome                                                                                                             |  |  |        |   | 16      |        |  |  |           |   | (26     | )             |  |  |             |   | (8      | )                 |  |  |  |   | (31     | ) |  |  |  |   | 49      |   |  |  |  |   | — |   |
| Tradeaccountsreceivable                                                                                                    |  |  |        |   | — |        |  |  |           |   | 5       |               |  |  |             |   | (34     | )                 |  |  |  |   | (27     | ) |  |  |  |   | — |   |  |  |  |   | (56     | ) |
| Inventories                                                                                                                |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | 17      |                   |  |  |  |   | 19      |   |  |  |  |   | — |   |  |  |  |   | 36      |   |
| Otheroperatingassets                                                                                                       |  |  |        |   | — |        |  |  |           |   | 8       |               |  |  |             |   | 39      |                   |  |  |  |   | (56     | ) |  |  |  |   | — |   |  |  |  |   | (9      | ) |
| Otheroperatingliabilities                                                                                                  |  |  |        |   | — |        |  |  |           |   | (44     | )             |  |  |             |   | 3       |                   |  |  |  |   | 66      |   |  |  |  |   | — |   |  |  |  |   | 25      |   |
| Other                                                                                                                      |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | 8       |   |  |  |  |   | — |   |  |  |  |   | 8       |   |
| Netcash (used in) provided by operating activities of continuingoperations                                                 |  |  |        |   | — |        |  |  |           |   | (56     | )             |  |  |             |   | 64      |                   |  |  |  |   | (1      | ) |  |  |  |   | — |   |  |  |  |   | 7       |   |
| Netcash used in operating activities of discontinuedoperations                                                             |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | (1      | )                 |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | (1      | ) |
| Netcash (used in) provided by operatingactivities                                                                          |  |  |        |   | — |        |  |  |           |   | (56     | )             |  |  |             |   | 63      |                   |  |  |  |   | (1      | ) |  |  |  |   | — |   |  |  |  |   | 6       |   |
| Investingactivities                                                                                                        |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Workingcapital settlement withDana                                                                                         |  |  |        |   | — |        |  |  |           |   | (28     | )             |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | (28     | ) |
| Proceedsfrom sale ofassets                                                                                                 |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | 1       |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 1       |   |
| Additionsto property, plant andequipment                                                                                   |  |  |        |   | — |        |  |  |           |   | (4      | )             |  |  |             |   | (5      | )                 |  |  |  |   | (6      | ) |  |  |  |   | — |   |  |  |  |   | (15     | ) |
| Netcash used in investing activities of continuing operations                                                              |  |  |        |   | — |        |  |  |           |   | (32     | )             |  |  |             |   | (4      | )                 |  |  |  |   | (6      | ) |  |  |  |   | — |   |  |  |  |   | (42     | ) |
| Netcash used in investing activities of discontinuedoperations                                                             |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash used in investingactivities                                                                                        |  |  |        |   | — |        |  |  |           |   | (32     | )             |  |  |             |   | (4      | )                 |  |  |  |   | (6      | ) |  |  |  |   | — |   |  |  |  |   | (42     | ) |
| Financingactivities                                                                                                        |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Paymentof long-termdebt                                                                                                    |  |  |        |   | — |        |  |  |           |   | (2      | )             |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | (2      | ) |
| Nettransactions withParent                                                                                                 |  |  |        |   | — |        |  |  |           |   | 52      |               |  |  |             |   | (56     | )                 |  |  |  |   | 4       |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash provided by (used in) financing activities of continuingoperations                                                 |  |  |        |   | — |        |  |  |           |   | 50      |               |  |  |             |   | (56     | )                 |  |  |  |   | 4       |   |  |  |  |   | — |   |  |  |  |   | (2      | ) |
| Netcash used in financing activities of discontinuedoperations                                                             |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash provided by (used in) financingactivities                                                                          |  |  |        |   | — |        |  |  |           |   | 50      |               |  |  |             |   | (56     | )                 |  |  |  |   | 4       |   |  |  |  |   | — |   |  |  |  |   | (2      | ) |
| Effectof exchange rates oncash                                                                                             |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | (8      | ) |  |  |  |   | — |   |  |  |  |   | (8      | ) |
| Changein cash and cashequivalents                                                                                          |  |  |        |   | — |        |  |  |           |   | (38     | )             |  |  |             |   | 3       |                   |  |  |  |   | (11     | ) |  |  |  |   | — |   |  |  |  |   | (46     | ) |
| Cashand cash equivalents at beginning ofperiod                                                                             |  |  |        |   | — |        |  |  |           |   | 48      |               |  |  |             |   | — |                   |  |  |  |   | 32      |   |  |  |  |   | — |   |  |  |  |   | 80      |   |
| Cashand cash equivalents at end ofperiod                                                                                   |  |  |        | $ | — |        |  |  |           | $ | 10      |               |  |  |             | $ | 3       |                   |  |  |  | $ | 21      |   |  |  |  | $ | — |   |  |  |  | $ | 34      |   |
|                                                                                                                            |

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Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor ConsolidatingStatement of Cash Flows For the Six Months June  30,2006

(Dollars inMillions)

|                                                                                                                            |  |  |        |   |                           |        |  |  |           |   |         |               |  |  |             |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |   |
|----------------------------------------------------------------------------------------------------------------------------|--|--|--------|---|---------------------------|--------|--|--|-----------|---|---------|---------------|--|--|-------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                                                                                                       |  |  | Parent |   |                           | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Elimination |   |         | ConsolidatedTotal |
| Operatingactivities                                                                                                        |  |  |        |   |                      |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Net(loss)income                                                                                                            |  |  |        | $ | (8                        | )      |  |  |           | $ | 1       |               |  |  |             | $ | 82      |                   |  |  |  | $ | (29     | ) |  |  |  | $ | (54     | ) |  |  |  | $ | (8      | ) |
| Adjustmentsto reconcile net (loss) income from continuing operations to net cash(used in) provided by operatingactivities: |  |  |        |   |                      |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Depreciationandamortization                                                                                                |  |  |        |   | —                   |        |  |  |           |   | 5       |               |  |  |             |   | 10      |                   |  |  |  |   | 8       |   |  |  |  |   | — |   |  |  |  |   | 23      |   |
| Provisionfor deferred incometaxes                                                                                          |  |  |        |   | —                   |        |  |  |           |   | (1      | )             |  |  |             |   | — |                   |  |  |  |   | (1      | ) |  |  |  |   | — |   |  |  |  |   | (2      | ) |
| Changein current assets andliabilities:                                                                                    |  |  |        |   |                      |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Equityinincome                                                                                                             |  |  |        |   | 8                         |        |  |  |           |   | (52     | )             |  |  |             |   | 5       |                   |  |  |  |   | (15     | ) |  |  |  |   | 54      |   |  |  |  |   | — |   |
| Tradeaccountsreceivable                                                                                                    |  |  |        |   | —                   |        |  |  |           |   | 11      |               |  |  |             |   | (40     | )                 |  |  |  |   | (31     | ) |  |  |  |   | — |   |  |  |  |   | (60     | ) |
| Inventories                                                                                                                |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |             |   | (5      | )                 |  |  |  |   | (4      | ) |  |  |  |   | — |   |  |  |  |   | (9      | ) |
| Otheroperatingassets                                                                                                       |  |  |        |   | —                   |        |  |  |           |   | (6      | )             |  |  |             |   | (1      | )                 |  |  |  |   | 7       |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Otheroperatingliabilities                                                                                                  |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |             |   | 11      |                   |  |  |  |   | 8       |   |  |  |  |   | — |   |  |  |  |   | 19      |   |
| Other                                                                                                                      |  |  |        |   | —                   |        |  |  |           |   | (5      | )             |  |  |             |   | (59     | )                 |  |  |  |   | 73      |   |  |  |  |   | — |   |  |  |  |   | 9       |   |
| Netcash (used in) provided by operating activities of continuingoperations                                                 |  |  |        |   | —                   |        |  |  |           |   | (47     | )             |  |  |             |   | 3       |                   |  |  |  |   | 16      |   |  |  |  |   | — |   |  |  |  |   | (28     | ) |
| Netcash provided by operating activities of discontinuedoperations                                                         |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash (used in) provided by operatingactivities                                                                          |  |  |        |   | —                   |        |  |  |           |   | (47     | )             |  |  |             |   | 3       |                   |  |  |  |   | 16      |   |  |  |  |   | — |   |  |  |  |   | (28     | ) |
| Investingactivities                                                                                                        |  |  |        |   |                      |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Proceedsfrom sale ofassets                                                                                                 |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Additionsto property, plant, andequipment                                                                                  |  |  |        |   | —                   |        |  |  |           |   | (3      | )             |  |  |             |   | (4      | )                 |  |  |  |   | (5      | ) |  |  |  |   | — |   |  |  |  |   | (12     | ) |
| Otherinvestingactivities                                                                                                   |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash used in investing activities of continuing operations                                                              |  |  |        |   | —                   |        |  |  |           |   | (3      | )             |  |  |             |   | (4      | )                 |  |  |  |   | (5      | ) |  |  |  |   | — |   |  |  |  |   | (12     | ) |
| Netcash used in investing activities of discontinuedoperations                                                             |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash used in investingactivities                                                                                        |  |  |        |   | —                   |        |  |  |           |   | (3      | )             |  |  |             |   | (4      | )                 |  |  |  |   | (5      | ) |  |  |  |   | — |   |  |  |  |   | (12     | ) |
| Financingactivities                                                                                                        |  |  |        |   |                      |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Short-termdebt,net                                                                                                         |  |  |        |   | —                   |        |  |  |           |   | 13      |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 13      |   |
| Paymentof long-termdebt                                                                                                    |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Nettransactions withParent                                                                                                 |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash provided by (used in) financing activities of continuingoperations                                                 |  |  |        |   | —                   |        |  |  |           |   | 13      |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 13      |   |
| Netcash used in financing activities of discontinuedoperations                                                             |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash provided by (used in) financingactivities                                                                          |  |  |        |   | —                   |        |  |  |           |   | 13      |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 13      |   |
| Effectof exchange rates oncash                                                                                             |  |  |        |   | —                   |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | 8       |   |  |  |  |   | — |   |  |  |  |   | 8       |   |
| Changein cash and cashequivalents                                                                                          |  |  |        |   | —                   |        |  |  |           |   | (37     | )             |  |  |             |   | (1      | )                 |  |  |  |   | 19      |   |  |  |  |   | — |   |  |  |  |   | (19     | ) |
| Cashand cash equivalents at beginning ofperiod                                                                             |  |  |        |   | —                   |        |  |  |           |   | 44      |               |  |  |             |   | 1       |                   |  |  |  |   | 37      |   |  |  |  |   | — |   |  |  |  |   | 82      |   |
| Cashand cash equivalents at end ofperiod                                                                                   |  |  |        | $ |    — |        |  |  |           | $ | 7       |               |  |  |             | $ | — |                   |  |  |  | $ | 56      |   |  |  |  | $ | — |   |  |  |  | $ | 63      |   |
|                                                                                                                            |

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Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor ConsolidatingBalance Sheet December  31,2005

(Dollars in Millions)

|                                                |  |  |        |   |         |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |  |  |  |  |   |         |   |  |  |  |   |         |  |
|------------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|--|--|--|--|---|---------|---|--|--|--|---|---------|--|
|                                           |  |  | Parent |   |         | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Eliminations |   |         | ConsolidatedTotal |
| Assets                                         |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Currentassets:                                 |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Cashand cashequivalents                        |  |  |        | $ | — |        |  |  |           | $ | 44      |               |  |  |              | $ | 1       |                   |  |  |  | $ | 37      |  |  |  |  | $ | — |   |  |  |  | $ | 82      |  |
| Accountsreceivable,net                         |  |  |        |   | — |        |  |  |           |   | 32      |               |  |  |              |   | 190     |                   |  |  |  |   | 128     |  |  |  |  |   | — |   |  |  |  |   | 350     |  |
| Inventories,net                                |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 245     |                   |  |  |  |   | 172     |  |  |  |  |   | — |   |  |  |  |   | 417     |  |
| Othercurrentassets                             |  |  |        |   | — |        |  |  |           |   | 31      |               |  |  |              |   | 2       |                   |  |  |  |   | 25      |  |  |  |  |   | — |   |  |  |  |   | 58      |  |
| Totalcurrentassets                             |  |  |        |   | — |        |  |  |           |   | 107     |               |  |  |              |   | 438     |                   |  |  |  |   | 362     |  |  |  |  |   | — |   |  |  |  |   | 907     |  |
| Investmentsand otherassets                     |  |  |        |   | — |        |  |  |           |   | 319     |               |  |  |              |   | 2       |                   |  |  |  |   | 14      |  |  |  |  |   | — |   |  |  |  |   | 335     |  |
| Intercompanyinvestments                        |  |  |        |   | 366     |        |  |  |           |   | 979     |               |  |  |              |   | 404     |                   |  |  |  |   | 206     |  |  |  |  |   | (1,955  | ) |  |  |  |   | — |  |
| Intercompanyreceivables                        |  |  |        |   | — |        |  |  |           |   | (247    | )             |  |  |              |   | 228     |                   |  |  |  |   | 19      |  |  |  |  |   | — |   |  |  |  |   | — |  |
| Property,plant and equipment,Net               |  |  |        |   | — |        |  |  |           |   | 5       |               |  |  |              |   | 94      |                   |  |  |  |   | 99      |  |  |  |  |   | — |   |  |  |  |   | 198     |  |
| Totalassets                                    |  |  |        | $ | 366     |        |  |  |           | $ | 1,163   |               |  |  |              | $ | 1,166   |                   |  |  |  | $ | 700     |  |  |  |  | $ | (1,955  | ) |  |  |  | $ | 1,440   |  |
| LiabilitiesandShareholders’              |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Equity                                         |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Currentliabilities:                            |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Accountspayable                                |  |  |        | $ | — |        |  |  |           | $ | 13      |               |  |  |              | $ | 111     |                   |  |  |  | $ | 108     |  |  |  |  | $ | — |   |  |  |  | $ | 232     |  |
| Accruedpayroll and employee benefits           |  |  |        |   | — |        |  |  |           |   | 14      |               |  |  |              |   | 8       |                   |  |  |  |   | 12      |  |  |  |  |   | — |   |  |  |  |   | 34      |  |
| Otheraccruedliabilities                        |  |  |        |   | — |        |  |  |           |   | 64      |               |  |  |              |   | 46      |                   |  |  |  |   | 32      |  |  |  |  |   | — |   |  |  |  |   | 142     |  |
| Totalcurrentliabilities                        |  |  |        |   | — |        |  |  |           |   | 91      |               |  |  |              |   | 165     |                   |  |  |  |   | 152     |  |  |  |  |   | — |   |  |  |  |   | 408     |  |
| Othernoncurrentliabilities                     |  |  |        |   | — |        |  |  |           |   | 39      |               |  |  |              |   | — |                   |  |  |  |   | 6       |  |  |  |  |   | — |   |  |  |  |   | 45      |  |
| Long-termdebt                                  |  |  |        |   | — |        |  |  |           |   | 612     |               |  |  |              |   | — |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | 612     |  |
| Totalliabilities                               |  |  |        |   | — |        |  |  |           |   | 742     |               |  |  |              |   | 165     |                   |  |  |  |   | 158     |  |  |  |  |   | — |   |  |  |  |   | 1,065   |  |
| Minorityinterest in consolidatedsubsidiaries   |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 1       |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | 1       |  |
| Shareholders’equity                      |  |  |        |   | 366     |        |  |  |           |   | 421     |               |  |  |              |   | 1,000   |                   |  |  |  |   | 542     |  |  |  |  |   | (1,955  | ) |  |  |  |   | 374     |  |
| Totalliabilities and Shareholders’equity |  |  |        | $ | 366     |        |  |  |           | $ | 1,163   |               |  |  |              | $ | 1,166   |                   |  |  |  | $ | 700     |  |  |  |  | $ | (1,955  | ) |  |  |  | $ | 1,440   |  |
|                                                |

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Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor Consolidating BalanceSheet June  30,2006

(Dollars in Millions)

|                                                   |  |  |        |   |         |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |  |
|---------------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|--|
|                                              |  |  | Parent |   |         | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Eliminations |   |         | ConsolidatedTotal |
| Assets                                            |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |  |
| Currentassets:                                    |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |  |
| Cashand cashequivalents                           |  |  |        | $ | — |        |  |  |           | $ | 7       |               |  |  |              | $ | — |                   |  |  |  | $ | 56      |   |  |  |  | $ | — |   |  |  |  | $ | 63      |  |
| Accountsreceivable,net                            |  |  |        |   | — |        |  |  |           |   | 21      |               |  |  |              |   | 230     |                   |  |  |  |   | 159     |   |  |  |  |   | — |   |  |  |  |   | 410     |  |
| Inventories,net                                   |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 250     |                   |  |  |  |   | 176     |   |  |  |  |   | — |   |  |  |  |   | 426     |  |
| Othercurrentassets                                |  |  |        |   | — |        |  |  |           |   | 37      |               |  |  |              |   | 2       |                   |  |  |  |   | 21      |   |  |  |  |   | — |   |  |  |  |   | 60      |  |
| Totalcurrentassets                                |  |  |        |   | — |        |  |  |           |   | 65      |               |  |  |              |   | 482     |                   |  |  |  |   | 412     |   |  |  |  |   | — |   |  |  |  |   | 959     |  |
| Investmentsand otherassets                        |  |  |        |   | — |        |  |  |           |   | 312     |               |  |  |              |   | 1       |                   |  |  |  |   | 13      |   |  |  |  |   | — |   |  |  |  |   | 326     |  |
| Intercompanyinvestments                           |  |  |        |   | 358     |        |  |  |           |   | 1,031   |               |  |  |              |   | 398     |                   |  |  |  |   | 222     |   |  |  |  |   | (2,009  | ) |  |  |  |   | — |  |
| Intercompanyreceivables                           |  |  |        |   | — |        |  |  |           |   | (251    | )             |  |  |              |   | 252     |                   |  |  |  |   | (1      | ) |  |  |  |   | — |   |  |  |  |   | — |  |
| Property,plant and equipment,net                  |  |  |        |   | — |        |  |  |           |   | 7       |               |  |  |              |   | 92      |                   |  |  |  |   | 94      |   |  |  |  |   | — |   |  |  |  |   | 193     |  |
| Totalassets                                       |  |  |        | $ | 358     |        |  |  |           | $ | 1,164   |               |  |  |              | $ | 1,225   |                   |  |  |  | $ | 740     |   |  |  |  | $ | (2,009  | ) |  |  |  | $ | 1,478   |  |
| Liabilitiesand Shareholders’ Equity         |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |  |
| Currentliabilities:                               |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |  |
| Notespayable and current portion of long termdebt |  |  |        | $ | — |        |  |  |           | $ | 13      |               |  |  |              | $ | — |                   |  |  |  | $ | — |   |  |  |  | $ | — |   |  |  |  | $ | 13      |  |
| Accountspayable                                   |  |  |        |   | — |        |  |  |           |   | 11      |               |  |  |              |   | 118     |                   |  |  |  |   | 110     |   |  |  |  |   | — |   |  |  |  |   | 239     |  |
| Accruedpayroll and employeebenefits               |  |  |        |   | — |        |  |  |           |   | 9       |               |  |  |              |   | 8       |                   |  |  |  |   | 16      |   |  |  |  |   | — |   |  |  |  |   | 33      |  |
| Otheraccruedexpenses                              |  |  |        |   | — |        |  |  |           |   | 71      |               |  |  |              |   | 50      |                   |  |  |  |   | 34      |   |  |  |  |   | — |   |  |  |  |   | 155     |  |
| Totalcurrentliabilities                           |  |  |        |   | — |        |  |  |           |   | 104     |               |  |  |              |   | 176     |                   |  |  |  |   | 160     |   |  |  |  |   | — |   |  |  |  |   | 440     |  |
| Othernoncurrentliabilities                        |  |  |        |   | — |        |  |  |           |   | 43      |               |  |  |              |   | 1       |                   |  |  |  |   | 6       |   |  |  |  |   | — |   |  |  |  |   | 50      |  |
| Long-termdebt                                     |  |  |        |   | — |        |  |  |           |   | 612     |               |  |  |              |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 612     |  |
| Totalliabilities                                  |  |  |        |   | — |        |  |  |           |   | 759     |               |  |  |              |   | 177     |                   |  |  |  |   | 166     |   |  |  |  |   | — |   |  |  |  |   | 1,102   |  |
| Minorityinterest in consolidatedsubsidiaries      |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 2       |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 2       |  |
| Shareholders’equity                         |  |  |        |   | 358     |        |  |  |           |   | 405     |               |  |  |              |   | 1,046   |                   |  |  |  |   | 574     |   |  |  |  |   | (2,009  | ) |  |  |  |   | 374     |  |
| Totalliabilities and shareholders’equity    |  |  |        | $ | 358     |        |  |  |           | $ | 1,164   |               |  |  |              | $ | 1,225   |                   |  |  |  | $ | 740     |   |  |  |  | $ | (2,009  | ) |  |  |  | $ | 1,478   |  |
|                                                   |

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Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations

CompanyOverview

Affinia is a leading designer, manufacturer anddistributor of aftermarket components for passenger cars, sport utilityvehicles, light, medium and heavy trucks and off-highway vehicles. Ourbroad range of brake, filtration and chassis products are sold in NorthAmerica, Europe, South America and Asia. In the first six months of2006, brake and filtration products, which by their nature sustainsignificant wear and must routinely be replaced, represented 49%and 32% of our net sales, respectively. Chassis products, whichinclude steering, suspension and driveline components, represented7% of our net sales in the first six months of 2006. Theremaining 12% of our first six months of net sales were derivedfrom our European products.

The second quarter sales were downmarginally due in part to our decision to terminate a relationship witha customer, which accounted for an $18  million unfavorableimpact on our second quarter sales. Exluding the termination of thiscustomer relationship, we have experienced a positive trend in salesgrowth since the first quarter of 2005. Since the Acquistion we havebeen able to focus on our principal products, which has had a favorableimpact on sales growth as shown below.

|                                                              |  |  |                 |  |          |   |
|--------------------------------------------------------------|--|--|-----------------|--|----------|---|
|                                                         |  |  | PercentIncrease |
| Quartercompared to Quarter                                   |
| First Quarter 2005compared to 2004                           |  |  |                 |  | −4 | % |
| SecondQuarter 2005 compared to 2004                          |  |  |                 |  | 1        | % |
| Third Quarter 2005 compared to2004                           |  |  |                 |  | 3        | % |
| Fourth Quarter 2005 comparedto 2004                          |  |  |                 |  | 9        | % |
| First Quarter 2006compared to 2005                           |  |  |                 |  | 9        | % |
| Second Quarter2006 compared to 2005                          |  |  |                 |  | −1 | % |
| First six months of 2006compared to first six months of2005* |  |  |                 |  | 4        | % |
|                                                              |

|  |
|--|
|  |  |
|  |

|   |                                                                                                                                                                                                                                        |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * | Thefirst quarter increase of 9% was partially due to a significantamount of product ordered near the end of the first quarter. Therefore,management believes a six month comparison better illustrates the salestrend for the company. |

We have been and are continuingto focus on improving our operating margins through cost reductionefforts and our restructuring plans. In 2005, we announced tworestructuring plans: (i) a restructuring plan that we announced at thebeginning of 2005 as part of the Acquisition, also referred to as theacquisition restructuring and (ii) a restructuring plan that weannounced at the end of 2005, also referred to as the comprehensiverestructuring.

In December  2005, we announced the closureof one facility, our Southampton (UK) facility. Additionally, inMarch  2006 we announced the closure of the Erie (PA), North East(PA) and the McHenry (IL) plants and our intent to sell our Waupauca(WI), Sudbury (Ontario, Canada) and St. Catharines (Ontario, Canada)facilities. We were unable to find a buyer for the St. Catharines,Ontario foundry. Consequently, we announced in June  2006 ourdecision to close the foundry. The Company expects the closure of thisfacility to be completed by the end of 2006.     Additionalfacility closures will be announced periodically over the remainder of2006 and during 2007. We currently estimate that we will incur in theaggregate approximately $152  million of cash and non-cashrestructuring costs for the comprehensive restructuring.

In thefirst quarter of 2005, as part of the Acquisition, we announced theacquisition restructuring. The acquisition restructuring plan wasinitiated to take advantage of opportunities we identified prior to theAcquisition but were, due to resource constraints, limited in ourability to actively pursue as part of Dana.

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At June  30,  2006, $14million of restructuring charges remained in accrued liabilities forthe acquisition and comprehensive restructuring, relating to wage andhealthcare continuation for severed employees and other terminationcosts. These remaining liabilities are expected to be paid during thebalance of 2006.

Critical AccountingPolicies

The Company’s critical accounting policiesare those related to asset impairment, inventories, revenuerecognition, sales returns and rebates, estimated costs related toproduct warranties, pensions, income taxes, contingency reserves andrestructuring expenses. These policies are more fully described in thenotes to the combined and consolidated financial statements in theCompany’s Annual Report on Form 10-K for the year endedDecember  31,  2005.

The preparation of interimfinancial statements involves the use of certain estimates that areconsistent with those used in the preparation of the annual financialstatements, with the exception of estimates used for quarterly incometaxes. For purposes of preparing our interim financial statements, weutilize an estimated annual effective tax rate for ordinary items thatis re-evaluated each period based on changes in the components used todetermine the annual effective rate.

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Results ofOperations

Three months ended June  30,2005 compared to three months ended June  30,2006.

The following table summarizes the consolidated resultsfor the three months ended June  30,  2005 and theconsolidated results for the three months ended June  30,2006 (Dollars inMillions):

|                                                                  |  |  |                                |   |     |                               |  |  |              |   |         |               |  |  |  |   |         |   |  |  |         |
|------------------------------------------------------------------|--|--|--------------------------------|---|-----|-------------------------------|--|--|--------------|---|---------|---------------|--|--|--|---|---------|---|--|--|---------|
|                                                             |  |  | ThreeMonths Ended June 30,2005 |   |     | Three Months EndedJune30,2006 |  |  | DollarChange |   |         | PercentChange |
| Netsales                                                         |  |  |                           |   |     |                          |  |  |         |   |         |          |
| Brakeproducts                                                    |  |  |                                | $ | 282 |                               |  |  |              | $ | 272     |               |  |  |  | $ | (10     | ) |  |  | (4%)    |
| Chassisproducts                                                  |  |  |                                |   | 44  |                               |  |  |              |   | 41      |               |  |  |  |   | (3      | ) |  |  | (7%)    |
| Filtrationproducts                                               |  |  |                                |   | 173 |                               |  |  |              |   | 181     |               |  |  |  |   | 8       |   |  |  | 5%      |
| Europeanproducts                                                 |  |  |                                |   | 70  |                               |  |  |              |   | 70      |               |  |  |  |   | — |   |  |  | — |
| Eliminationsandother                                             |  |  |                                |   | (3  | )                             |  |  |              |   | (2      | )             |  |  |  |   | 1       |   |  |  | 33%     |
| Totalnetsales                                                    |  |  |                                |   | 566 |                               |  |  |              |   | 562     |               |  |  |  |   | (4      | ) |  |  | (1%)    |
| Costofsales                                                      |  |  |                                |   | 489 |                               |  |  |              |   | 463     |               |  |  |  |   | (26     | ) |  |  | (5%)    |
| Grossprofit                                                      |  |  |                                |   | 77  |                               |  |  |              |   | 99      |               |  |  |  |   | 22      |   |  |  | 29%     |
| Grossmargin                                                      |  |  |                                |   | 14  | %                             |  |  |              |   | 18      | %             |  |  |  |   |    |   |  |  |    |
| Selling,general and administrativeexpenses                       |  |  |                                |   | 64  |                               |  |  |              |   | 85      |               |  |  |  |   | 21      |   |  |  | 33%     |
| Selling,general and administrative expenses as a percent ofsales |  |  |                                |   | 11  | %                             |  |  |              |   | 15      | %             |  |  |  |   |    |   |  |  |    |
| Operatingprofit                                                  |  |  |                                |   | 13  |                               |  |  |              |   | 14      |               |  |  |  |   | 1       |   |  |  | 8%      |
| Operatingmargin                                                  |  |  |                                |   | 2   | %                             |  |  |              |   | 2       | %             |  |  |  |   |    |   |  |  |    |
| Otherincome,net                                                  |  |  |                                |   | 3   |                               |  |  |              |   | 2       |               |  |  |  |   | (1      | ) |  |  |    |
| Interestexpense                                                  |  |  |                                |   | 14  |                               |  |  |              |   | 15      |               |  |  |  |   | 1       |   |  |  |    |
| Incomebeforetaxes                                                |  |  |                                |   | 2   |                               |  |  |              |   | 1       |               |  |  |  |   | (1      | ) |  |  |    |
| Incometaxexpense                                                 |  |  |                                |   | 1   |                               |  |  |              |   | 3       |               |  |  |  |   | 2       |   |  |  |    |
| Incomefrom continuingoperations                                  |  |  |                                |   | 1   |                               |  |  |              |   | (2      | )             |  |  |  |   | (3      | ) |  |  |    |
| Incomefrom discontinued operations, net oftax                    |  |  |                                |   | 1   |                               |  |  |              |   | — |               |  |  |  |   | (1      | ) |  |  |    |
| Netincome                                                        |  |  |                                |   | 2   |                               |  |  |              |   | (2      | )             |  |  |  |   | (4      | ) |  |  |    |
|                                                                  |

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|  |  |
|  |

Netsales.    Our net sales decreased by one percent in the secondquarter of 2006 in comparison to the second quarter of 2005 due to a$10  million decrease in volume and the termination of a customerrelationship, which had a $18 million unfavorable impact on the secondquarter sales. Brake products and Chassis products sales were impactedby our decision to terminate a relationship with a customer in thesecond quarter. These decreases were offset by (i) positive economiceffects (principally reductions in rebates, cash discounts and returnsand allowances, as well as pricing) of $11  million and (ii)foreign currency translation gains of $13  million, primarily dueto the strong Brazilian Real, Canadian Dollar, and British Pound. Ournet sales decreased during the quarter due to the prieviously mentionedfactors; however, these decreases were mitigated by favorable growthfrom one of our major customers.

Brake product sales weredown in the second quarter of 2006 in comparison to the second quarterof 2005, due to a $7  million decrease in volume and a $16million unfavorable impact relating to the termination of a customer.Offsetting these decreases were foreign currency translation gains of$10  million and positive economic effects of $3million.

Chassis product sales were down in the secondquarter of 2006 in comparison to the second quarter of 2005. Thedecrease in sales was due to a $5  million decrease in volume anda $2  million unfavorable impact relating to the termination of acustomer. However, these decreases were offset by $3  million inpositive economic effects and $1  million in currency translationgains.

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Filtration product sales increasedin the second quarter of 2006 primarily due to (i) positive economiceffects of $4  million; (ii) $2  million increase in salesvolume and (iii) $2  million in foreign currency translationgains.

Cost of sales.    The gross margin for thesecond quarter of 2006 increased to 18% from 14% in thesecond quarter of 2005. This increase was due in part to the previouslydiscussed positive economic effects. Additionally, we had a betterabsorption rate of our manufacturing costs in the second quarter of2006 in comparison to 2005, which is partially due to the acquistionrestructuring program. The comprehensive restructuring programcommenced at the end of 2005 and is expected to further improveabsorption rates in subsequent years.

Selling, general andadministrative expenses.    Our selling, general andadministrative expenses increased in the second quarter of 2006 incomparison to the second quarter of 2005. The increase in selling,general and administrative expenses was primarily attributable to thefollowing:    

|  |              |                                                                                                                                             |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | We recognized$8  million in restructuring costs relating to our comprehensiverestructuring program, which was announced at the end of 2005. |

|  |              |                                                                                                                                                                                                                                                                                             |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | We were required to establish a corporateoffice for Affinia after acquiring the Dana aftermarket business onNovember  30,  2004. The corporate office compensationexpenses increased $3  million in the second quarter of 2006 incomparison to 2005 due to the increase in staffing levels. |

|  |              |                                                                                                     |
|--|--------------|-----------------------------------------------------------------------------------------------------|
|  | •  | We incurred $2 million in costs relating toSarbanes Oxley compliance in the second quarter of 2006. |

|  |              |                                                                                                                                   |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------|
|  | •  | During the second quarter of 2006, weincreased our advertising costs by approximately $2  million overthe second quarter of 2005. |

Operating profit.    Ouroperating profit increased in the current quarter in comparison to theprior year second quarter due to the improved gross margin.

Interest expense.    Interest expense for the secondquarter of 2006 was up slightly from the same period last year. Theinterest and finance charges mainly relate to the Company'ssenior subordinated notes and senior credit facilities entered intoduring the fourth quarter of 2004 to fund the Acquisition. Interestexpense for the second quarter was slightly higher primarily due to anincrease in pricing associated with an amendment to our senior creditfacility in December  2005 along with a general increase invariable short term interest rates.

Income taxexpense.    The tax expense for 2006 was $3  million forthe three months ended June  30, 2006 compared to $1million for the second quarter of 2005. The increased tax expense forthe current quarter arises from providing income taxes on the resultingnet profits after excluding the losses incurred by our UK subsidiaries.No tax benefit is currently being recognized relative to thoselosses.

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Results ofOperations

Six months ended June  30,2005 compared to six months ended June  30,2006.

The following table summarizes the consolidated resultsfor the six months ended June  30,  2005 and theconsolidated results for the six months ended June  30,2006 (Dollars inMillions):

|                                                                  |  |  |                              |   |       |                              |  |   |              |   |         |               |  |        |  |   |         |   |  |        |     |  |         |    |
|------------------------------------------------------------------|--|--|------------------------------|---|-------|------------------------------|--|---|--------------|---|---------|---------------|--|--------|--|---|---------|---|--|--------|-----|--|---------|----|
|                                                             |  |  | SixMonths Ended June 30,2005 |   |       | Six Months Ended June30,2006 |  |   | DollarChange |   |         | PercentChange |
| Netsales                                                         |  |  |                         |   |       |                         |  |   |         |   |         |          |
| Brakeproducts                                                    |  |  |                              | $ | 520   |                              |  |   |              | $ | 545     |               |  |        |  | $ | 25      |   |  |        |     |  | 5       | %  |
| Chassisproducts                                                  |  |  |                              |   | 83    |                              |  |   |              |   | 83      |               |  |        |  |   | — |   |  |        |     |  | — |    |
| Filtrationproducts                                               |  |  |                              |   | 326   |                              |  |   |              |   | 351     |               |  |        |  |   | 25      |   |  |        |     |  | 8       | %  |
| Europeanproducts                                                 |  |  |                              |   | 136   |                              |  |   |              |   | 134     |               |  |        |  |   | (2      | ) |  |        |     |  | (1      | %) |
| Eliminationsandother                                             |  |  |                              |   | 3     |                              |  |   |              |   | (3      | )             |  |        |  |   | (6      | ) |  |        | N/M |
| Totalnetsales                                                    |  |  |                              |   | 1,068 |                              |  |   |              |   | 1,110   |               |  |        |  |   | 42      |   |  |        |     |  | 4       | %  |
| Costofsales                                                      |  |  |                              |   | 918   |                              |  |   |              |   | 919     |               |  |        |  |   | 1       |   |  |        | N/M |
| Grossprofit                                                      |  |  |                              |   | 150   |                              |  |   |              |   | 191     |               |  |        |  |   | 41      |   |  |        |     |  | 27      | %  |
| Grossmargin                                                      |  |  |                              |   | 14    | %                            |  |   |              |   | 17      | %             |  |        |  |   |    |   |  |        |     |  |    |    |
| Selling,general and administrativeexpenses                       |  |  |                              |   | 130   |                              |  |   |              |   | 169     |               |  |        |  |   | 39      |   |  |        |     |  | 30      | %  |
| Selling,general and administrative expenses as a percent ofsales |  |  |                              |   | 12    | %                            |  |   |              |   | 15      | %             |  |        |  |   |    |   |  |        |     |  |    |    |
| Losson disposition of BeckArnley                                 |  |  |                              |   | 21    |                              |  |   |              |   | — |               |  |        |  |   | (21     | ) |  |        | N/M |
| Operating(loss)income                                            |  |  |                              |   | (1    | )                            |  |   |              |   | 22      |               |  |        |  |   | 23      |   |  |        | N/M |
| Operatingmargin                                                  |  |  | N/M                          |   |       |                              |  | 2 | %            |   |         |               |  |   |  |   |         |   |  |   |     |
| Otherincome,net                                                  |  |  |                              |   | 2     |                              |  |   |              |   | 4       |               |  |        |  |   | 2       |   |  |        |     |  |    |    |
| Interestexpense                                                  |  |  |                              |   | 27    |                              |  |   |              |   | 29      |               |  |        |  |   | 2       |   |  |        |     |  |    |    |
| (Loss)income beforetaxes                                         |  |  |                              |   | (26   | )                            |  |   |              |   | (3      | )             |  |        |  |   | 23      |   |  |        |     |  |    |    |
| Incometax (benefit)expense                                       |  |  |                              |   | (10   | )                            |  |   |              |   | 5       |               |  |        |  |   | 15      |   |  |        |     |  |    |    |
| (Loss)from continuingoperations                                  |  |  |                              |   | (16   | )                            |  |   |              |   | (8      | )             |  |        |  |   | 8       |   |  |        |     |  |    |    |
| Incomefrom discontinued operations, net oftax                    |  |  |                              |   | 1     |                              |  |   |              |   | — |               |  |        |  |   | (1      | ) |  |        |     |  |    |    |
| Net(loss)                                                        |  |  |                              |   | (15   | )                            |  |   |              |   | (8      | )             |  |        |  |   | 7       |   |  |        |     |  |    |    |
|                                                                  |

|     |                                  |
|-----|----------------------------------|
| N/M | –represents not meaningful |

Net sales.    Our netsales increased in the first six months of 2006 in comparison to thefirst six months of 2005 due to (i) positive economic effects(principally reductions in rebates, cash discounts and returns andallowances, as well as pricing) of $60  million and (ii) foreigncurrency translation gains of $18  million, primarily due to thestrong Brazilian Real, Canadian Dollar and British Pound. Theseincreases were offset by a $22  million unfavorable impactrelating to the termination of a customer, a $5  million decreasein volume and by $9  million related to Beck Arnley, our foreignnameplate distribution business that was sold in March of 2005.

Brake product sales were up in the first six months of 2006in comparison to the first six months of 2005, due to foreign currencytranslation gains of $22  million, positive economic effects of$21  million and a $1  million increase in volume.Offsetting these increases was a $19  million unfavorable impactfor the termination of a customer.

Chassis product saleswere flat in the first six months of 2006 in comparison to 2005. Thepositive economic effects and the currency translation gains were$6  million and $1  million, respectively. These increaseswere offset by a $4  million decrease in volume and a $3million decrease relating to the termination of acustomer.

Filtration product sales increased in 2006primarily due to (i) positive economic effects of $10  millionand (ii) $15  million increase in sales volume.

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European products sales for thefirst six months of 2006 were down slightly in comparison to the firstsix months of 2005. European products and other volume increased$3  million, which was more than offset by currency translationlosses of $5  million.

Eliminations and otherconsists of Beck Arnley sales in 2005 and intercompany saleseliminations between product groupings. The sales were lower in thecurrent year due to the divestiture of Beck Arnley in the first sixmonths of 2005. Beck Arnley sales were $9  million in the firstsix months of 2005.

Cost of sales.    The grossmargin for the first six months of 2006 increased to 17% from14% in the first six months of 2005. This increase was due inpart to the previously discussed positive economic effects.Additionally, we had a better absorption rate of our manufacturingcosts in the first six months of 2006 in comparison to 2005, which ispartially due to the acquistion restructuring program. Thecomprehensive restructuring program began at the end of 2005 and isexpected to further improve absorption rates in subsequent years.

Selling, general and administrative expenses.    Ourselling, general and administrative expenses increased in 2006 over2005. The increase in selling, general and administrative expenses wasattributable not only to higher sales but also to other contributingfactors such as thefollowing:    

|  |              |                                                                                                                                              |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | We recognized$14  million in restructuring costs relating to our comprehensiverestructuring program, which was announced at the end of 2005. |

|  |              |                                                                                                                                                                                                                                                                                               |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | We were required to establish a corporateoffice for Affinia after acquiring the Dana aftermarket business onNovember  30,  2004. The corporate office compensationexpenses increased $6  million in the first six months of 2006 incomparison to 2005 due to the increase in staffing levels. |

|  |              |                                                                                                      |
|--|--------------|------------------------------------------------------------------------------------------------------|
|  | •  | We incurred $3 million in costs relating toSarbanes Oxley compliance in the first six months of2006. |

|  |              |                                                                                                                                     |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | During the first six months of2006 we increased our advertising costs by approximately $3million over the first six months of 2005. |

Operatingprofit.    Our operating profit increased in the first sixmonths of the current year in comparison to the prior year first sixmonths mainly due to a $21  million loss on the disposition ofBeck Arnley. We disposed of Beck Arnley on March  31,  2005because its operations did not match with our strategic objectives.Also contributing to the increase in operating profit was the grossmargin improvement in the first six months of 2006.

Interestexpense.    Interest expense for the first six months of 2006is up slightly in comparison to last year. The interest and financecharges mainly relate to the Company's Notes and senior creditfacilities, entered into during the fourth quarter of 2004 to fund theAcquisition. Interest expense for the first six months was slightlyhigher primarily due to an increase in pricing associated with anamendment to our senior credit facility in December  2005 alongwith a general increase in variable short term interest rates.

Income tax (benefit) expense.    The tax expense for2006 was $5  million compared to a tax benefit of $10million for the first six months of 2005. The increased tax expense forthe first six months of 2006 arises from providing income taxes on theresulting net profits after excluding the losses incurred by our UKsubsidiaries. No tax benefit is currently recognized relative to thoselosses. The tax benefit for 2005 was primarily related to thedivestiture of Beck Arnley during the first six months of2005.

Net loss.    Net loss decreased in comparisonto last year due to the factors described above.

Liquidity andCapital Resources

The Company's primary source ofliquidity is cash flow from operations. We also have availability underour revolving credit facility and receivables facility, subject tocertain requirements. Our primary liquidity requirements are for debtservicing, working capital, restructuring obligations and capitalspending.

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We are significantly leveraged as a resultof the Acquisition. Affinia issued senior subordinated notes andentered into senior credit facilities, consisting of a revolving creditfacility and term loan facility, and initiated a trade accountsreceivable securitization program (the ‘‘ReceivablesFacility’’). As of June  30,  2006, we had$625  million in aggregate indebtedness, with an additional$112  million of borrowing capacity available under our revolvingcredit facility, after giving effect to $13  million inoutstanding letters of credit, which reduced the amount availablethereunder. The aggregate indebtedness increased $13  millionsince December  31,  2005. We had nothing outstanding underour Receivables Facility as of Decemeber 31, 2005 and $20million outstanding as of June  30,  2006 of which$10  million qualified for off balance sheet financing. TheReceivables Facility provides for a maximum borrowing capacity of$100  million subject to certain limitations.

We spent$12  million on capital expenditures during the six months endedJune  30,  2006 and the Company expects capitalexpenditures to total between $35 and $40  million during 2006,primarily in connection with capital improvements intended torationalize our manufacturing programs. Based on the current level ofoperations, the Company believes that cash flow from operations andavailable cash, together with available borrowings under its revolvingcredit facility and Receivables Facility, will be adequate to meetliquidity needs and restructuring plans and to fund planned capitalexpenditures. The Company may, however, need to refinance all or aportion of the principal amount of the senior subordinated notes and/orsenior credit facility borrowings, on or prior to maturity, to meetliquidity needs. If it is determined that refinancing is necessary, andthe Company is unable to secure such financing on acceptable terms,then the Company may have insufficient liquidity to carry on itsoperations and meet its obligations at such time.

The Company cangive no assurance that its business will generate sufficient cash flowfrom operations, that revenue growth or operating improvements will berealized, or that future borrowings will be available under itsrevolving credit facility in an amount sufficient to enable it toservice its indebtedness or to fund other liquidity needs.

Net cash provided by (used in) operatingactivities

Net cash provided by (used in) operating activitiesfor the six months ended June  30,  2005 and 2006 was a$6  million source of cash and a $28  million use of cash,respectively. The $34  million change in cash used in operatingactivities for the first six months of 2006 was principally due to thechange in inventory. Inventory was a $36  million source of cashin 2005 compared to a $9  million use in 2006. In the first sixmonths of 2005 we were able to reduce inventories. In 2006 ourinventories increased slightly due to a build of inventory to fill theincreased orders in our Filtration products. In addition, the net lossdecreased $7  million in the first six months of 2006 incomparison to the first six months of 2005. The increases in operatingactivities previously mentioned were offset by changes in otheroperating assets.

Net cash used in investingactivities

Net cash used in investing activities for the sixmonths ended June  30,  2005 and 2006 was $42million and $12  million, respectively. In the second quarter of2005, we paid Dana $28  million for a working capital settlementassociated with the Acquisition, which was a use of cash. Capitalexpenditures were $15  million and $12  million for the sixmonths ended June  30,  2005 and 2006, respectively.

Net cash (used in) provided by financingactivities

Net cash (used in) provided by financing activitiesfor the six months ended June  30,  2005 and 2006 was a$2  million use and $13  million source, respectively. Weincreased debt in 2006 by $10  million due to the $20million outstanding on the Receivables Facility of which $10million qualified for off balance sheet financing.

Seniorcredit facilities.    Our senior credit facilities consist of arevolving credit facility and a term loan facility. Our revolvingcredit facility provides for loans in a total principal amount of up to$125  million and matures in 2010. Our term loan facilityprovides for up to $350  million of which $312  million isoutstanding and matures in 2011. Proceeds from the term loan were usedto fund the Acquisition.

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The senior credit facilities bear interestat a rate equal to an applicable margin plus, at our option, either (a)a base rate determined by reference to the higher of (1) thebank's prime rate and (2) the federal funds rate plus one-half of1% or (b) LIBOR rate determined by reference to the costs offunds for deposits in U.S. dollars for the interest period relevant tosuch borrowing adjusted for certain additional costs. The applicablemargins for borrowings under the revolving credit facility are2.00% with respect to base rate borrowings and 3.00% withrespect to LIBOR borrowings. The initial applicable margin forborrowings under the term loan facility was 1.50% with respectto base rate borrowings and 2.50% with respect to LIBORborrowings. However, due to an amendment to our senior creditfacilities in December  2005, in connection with ourrestructuring program, the applicable margin for borrowings under theterm loan facility was increased to 2.00% with respect to baserate borrowings and 3.00% with respect to LIBOR borrowings.Following the amendment to our senior credit facilities, the applicablemargin for borrowings under the revolving credit facility and the termloan facility may be reduced subject to our attaining certain leverageratios or increased based on certain credit ratings as determined byMoody’s and Standard & Poor's.

In addition topaying interest on the outstanding principal under the senior creditfacilities, we are required to pay a commitment fee to the lendersunder the revolving credit facility in respect to the unutilizedcommitments at a rate equal to 0.50% per annum. We also paidcustomary letter of credit fees.

Principal amounts outstandingunder the revolving credit facility are due and payable in full atmaturity on November  30,  2010.

The senior creditfacilities contain a number of covenants that, among other things,restrict, subject to certain exceptions, our ability, and the abilityof our subsidiaries, to sell assets, incur additional indebtedness orissue preferred stock, repay other indebtedness (including our seniorsubordinated notes), pay certain dividends and distributions orrepurchase our capital stock, create liens on assets, make investments,loans or advances, make certain acquisitions, engage in mergers orconsolidations, enter into sale and leaseback transactions, engage incertain transactions with affiliates, amend certain material agreementsgoverning our indebtedness (including our senior subordinated notes),and change the business conducted by us and our subsidiaries. Inaddition, the senior credit facilities contain the following financialcovenants: a maximum total leverage ratio; a minimum interest coverageratio; and a maximum capital expenditures limitation. As ofDecember  31,  2005 and June  30,  2006, wewere in compliance with all of these covenants.

Our covenantlevels and ratios for the quarter ended June  30,  2006 areasfollows:

|                                              |  |  |                                         |  |  |                       |
|----------------------------------------------|--|--|-----------------------------------------|--|--|-----------------------|
|                                         |  |  | CovenantComplianceLevel at June 30,2006 |  |  | Ratios at June30,2006 |
| SeniorCreditFacilities                       |  |  |                                    |  |  |                  |
| MinimumAdjusted EBITDA to cash interestratio |  |  | 2.00x                                   |  |  | 2.75x                 |
| Maximumnet debt to Adjusted EBITDAratio      |  |  | 5.50x                                   |  |  | 4.32x                 |
|                                              |

Indenture.    Theindenture governing the senior subordinated notes limits our abilityand also our subsidiaries' ability to incur additionalindebtedness, pay dividends on or make other distributions orrepurchase our capital stock, make certain investments, enter intocertain types of transactions with affiliates, use assets as securityin other transactions and sell certain assets or merge with or intoother companies. Subject to such limitations, Affinia and itsrestricted subsidiaries are permitted to incur additional indebtedness,including secured indebtedness, under the terms of the seniorsubordinated notes.

Adjusted EBITDA is used to determine ourcompliance with many of the covenants contained in our senior creditfacilities and in the indenture governing the senior subordinatednotes. Adjusted EBITDA is defined as EBITDA further adjusted to excludeunusual items and other adjustments permitted in calculating covenantcompliance under the indenture and our senior creditfacilities.

We believe that the inclusion of supplementaryadjustments to EBITDA applied in presenting Adjusted EBITDA isappropriate to provide additional information to investors todemonstrate compliance with our financing covenants.

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The breach of covenants in our seniorcredit facilities that are tied to ratios based on Adjusted EBITDAcould result in a default under those facilities and the lenders couldelect to declare all amounts borrowed due and payable. Any suchacceleration would also result in a default under our indenture andReceivables Facility. Additionally, under the indenture, our ability toengage in activities such as incurring additional indebtedness, makinginvestments and paying dividends is also tied to ratios based onAdjusted EBITDA. However, EBITDA and Adjusted EBITDA are not recognizedterms under accounting principles generally accepted in the UnitedStates of America and do not purport to be alternatives to net incomeas a measure of operating performance. Additionally, EBITDA andAdjusted EBITDA are not intended to be measures of free cash flow formanagement's discretionary use, as they do not consider certaincash requirements such as interest payments, tax payments and debtservice requirements.

The following table reconciles net incometo EBITDA and Adjusted EBITDA (Dollars inMillions):

|                             |  |  |                                |   |         |                                |  |  |                              |   |         |                             |  |  |  |   |     |   |  |  |  |   |         |   |
|-----------------------------|--|--|--------------------------------|---|---------|--------------------------------|--|--|------------------------------|---|---------|-----------------------------|--|--|--|---|-----|---|--|--|--|---|---------|---|
|                        |  |  | ThreeMonths EndedJune 30, 2005 |   |         | Three MonthsEndedJune 30, 2006 |  |  | Six Months EndedJune30, 2005 |   |         | Six Months EndedJune30,2006 |
| Net income(loss)            |  |  |                                | $ | 2       |                                |  |  |                              | $ | (2      | )                           |  |  |  | $ | (15 | ) |  |  |  | $ | (8      | ) |
| Interestexpense             |  |  |                                |   | 14      |                                |  |  |                              |   | 15      |                             |  |  |  |   | 27  |   |  |  |  |   | 29      |   |
| Depreciationandamortization |  |  |                                |   | 12      |                                |  |  |                              |   | 12      |                             |  |  |  |   | 23  |   |  |  |  |   | 23      |   |
| Taxexpense(benefit)         |  |  |                                |   | 1       |                                |  |  |                              |   | 3       |                             |  |  |  |   | (10 | ) |  |  |  |   | 5       |   |
| EBITDA                      |  |  |                                |   | 29      |                                |  |  |                              |   | 28      |                             |  |  |  |   | 25  |   |  |  |  |   | 49      |   |
| Restructuringcharges(a)     |  |  |                                |   | — |                                |  |  |                              |   | 8       |                             |  |  |  |   | 2   |   |  |  |  |   | 14      |   |
| BeckArnley(b)               |  |  |                                |   | — |                                |  |  |                              |   | — |                             |  |  |  |   | 24  |   |  |  |  |   | — |   |
| Otheradjustments(c)         |  |  |                                |   | 6       |                                |  |  |                              |   | 7       |                             |  |  |  |   | 5   |   |  |  |  |   | 8       |   |
| AdjustedEBITDA              |  |  |                                | $ | 35      |                                |  |  |                              | $ | 43      |                             |  |  |  | $ | 56  |   |  |  |  | $ | 71      |   |
|                             |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Acquisitionand comprehensive restructuring charges are added back to EBITDA inaccordance with the terms of our senior creditfacilities. |

|     |                                                                                                                                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Beck Arnley had a $21million loss on disposition and a $3  million loss fromoperations, which in accordance with terms of our senior creditfacilities are added back to EBITDA. |

|     |                                                                                                                                        |
|-----|----------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Certain costs such as other non-recurring chargesare added back to EBITDA in accordance with the terms of our seniorcredit facilities. |

Receivables Facility.    Ouroff-balance sheet receivables facility provides up to $100million in funding, based on availability of eligible receivables andsatisfaction of other customary conditions. Under the ReceivablesFacility, receivables are sold by certain subsidiaries of the Companyto a wholly-owned bankruptcy remote finance subsidiary of the Company,which transfers an undivided interest in the purchased receivables to acommercial paper conduit or its bank sponsor in exchange forcash.

Affinia, as the receivables collection agent, services,administers and collects the receivables under the receivables purchaseagreement for which it receives a monthly servicing fee at a rate of1.00% per annum of the average daily outstanding balance ofreceivables. The receivables facility fees include a usage fee paid bythe finance subsidiary, that varies based upon the Company'sleverage ratio as calculated under the senior credit facilities. Fundedamounts under the Receivables Facility bear interest at a rate equal tothe conduit's pooled commercial paper rate plus the usage fee. AtJune  30,  2006, the usage fee margin for the ReceivablesFacility was 1.25% per annum of the amount funded. In addition,the finance subsidiary is required to pay a fee on the unused portionof the Receivables Facility that varies based upon the same ratio. AtJune  30,  2006 the unused fee was 0.50% per annumof the unused portion of the Receivables Facility.

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Availability of funding under theReceivables Facility depends primarily upon the outstanding tradeaccounts receivable balance from time to time. Aggregate availabilityis determined by using a formula that reduces the gross receivablesbalance by factors that take into account historical default anddilution rates, obligor concentrations, average days outstanding andthe costs of the facility. As of June  30,  2006,$277  million of our accounts receivable balance was consideredeligible for financing under the program, of which approximately$86  million was available for funding. We had $20  millionoutstanding as of June  30,  2006 under this program ofwhich $10  million qualified for off balance sheetfinancing.

The Receivables Facility contains conditions,representations, warranties and covenants similar to those in thesenior credit facilities. It also contains amortization events similarto the events of default under the senior credit facilities, plusamortization events relating to the quality and performance of thetrade receivables. If an amortization event occurs, all of the cashflow from the receivables sold to the finance subsidiary will beallocated to the Receivables Facility until it is paid infull.

Item 3.    Quantitative and Qualitative DisclosuresAbout Market Risk

The Company is exposed to various market risksincluding currency exchange rate risks, interest rate risks andcommodity price risks. The Company seeks to mitigate these risksprimarily by managing its operations. In addition, the Company mayexecute certain financial derivative transactions that are intended tooffset any such risks that may not otherwise be addressed in the normalcourse of business.

Currency Exchange Rate Risk

Weconduct business and maintain assets in Canada, Mexico, Europe, SouthAmerica and Asia. Although we manage our businesses in such a way as toreduce a portion of the risks associated with operatinginternationally, changes in currency exchange rates may adverselyimpact our results of operations and financial position.

Theresults of operations and financial position of each of our operationsare measured in their respective local (functional) currency. Businesstransactions denominated in currencies other than an operation’sfunctional currency produce foreign exchange gains and losses, as aresult of the re-measurement process, as described in the SFAS No. 52Foreign Currency Translation. To the extent that net monetaryassets or liabilities denominated in a non-local currency aregenerated, changes in an entity’s functional currency exchangerate versus each currency in which an entity transacts business, have avarying impact on an entity’s results of operations andfinancial position, as reported in functional currency terms.Therefore, for entities that transact business in multiple currencies,we seek to minimize the net amount of revenues, expenses, and floatingrate debt financing denominated in non-local currencies. However, inthe normal course of conducting international business, some amount ofnon-local currency exposure will exist. Therefore, management monitorsthese exposures and engages in business activities or financial hedgetransactions intended to mitigate the potential financial impact due tochanges in the respective exchange rates.

The Company’sconsolidated results of operations and financial position, as reportedin U.S. dollars, are also affected by changes in currency exchangerates. The results of operations of non-U.S. dollar functional entitiesare translated into U.S. dollars for consolidated reporting purposeseach period at the average currency exchange rate experienced duringthe period. To the extent that the U.S. dollar may appreciate ordepreciate over time, the contribution of non-U.S. dollar denominatedresults of operations to the Company’s U.S. dollar reportedconsolidated earnings will vary accordingly. Therefore, local currencydenominated revenues and expenses of our non-U.S. dollar functionaloperations may have a significant impact on the Company’s salestrend and, to a lesser extent, on consolidated net income. In addition,a significant portion of the Company’s consolidated financialposition is maintained at foreign locations and is denominated infunctional currencies other than the U.S. dollar. These non-U.S. dollardenominated assets and liabilities are translated into U.S. dollars ateach respective currency’s exchange rate then in effect at theend of each reporting period, and the financial impact of suchtranslation is reflected within the other comprehensive income

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component of shareholders’ equity.Accordingly, the amounts shown in our consolidated shareholders'equity account will fluctuate depending upon the cumulativeappreciation or depreciation of the U.S. dollar versus each of therespective functional currencies in which the Company conductsbusiness. Management seeks to mitigate the potential financial impactupon the Company’s consolidated results of operations due toexchange rate changes by engaging in business activities or financialderivative transactions that will generally offset underlying currencyexposures. We do not engage in activities solely intended to counteractthe impact that changes in currency exchange rates may have upon theCompany’s U.S. dollar reported statement of financialcondition.

To date, our foreign currency exchange rate riskmanagement efforts have primarily focused upon operationally managingthe amount of net non-functional currency monetary assets orliabilities subject to the re-measurement process. In addition, we haveexecuted a limited number of currency exchange rate forward contractsthat are intended to mitigate the earnings impact related to there-valuation of specific monetary assets or liabilities denominated ina currency other than a particular entity’s functional currency.As of June  30,  2006, we had currency exchange ratederivative assets with notional value of $15  million and amarket value of $0.3  million.

Interest Rate RiskManagement

At June  30,  2006, the Company’sfinancial position included $322  million of variable rate debtoutstanding. Therefore, a hypothetical immediate 1% increase ofthe average interest rate on this debt would increase the future annualinterest expense related to these debt obligations by approximately$3.2  million.

Under the provisions of the senior creditfacility with its banks, the Company is required to pay a fixed rate ofinterest on at least 40% of its debt, consisting of theaggregate obligations under the senior credit facility, our seniorsubordinated notes and any additional senior subordinated notes thatmight be issued in the future. At June  30,  2006,approximately 72% of the Company’s total debt obligationswere fixed or effectively fixed-rate in nature.

In April2006, the Company entered into pay-fixed interest rate swaps having acombined notional value of $150  million to effectively fix therate of interest on a portion of our variable interest rate seniorcredit facility until April  30,  2008. The effect of thesetransactions is to reduce the net annual interest expense impact of ahypothetical immediate 1% increase of the average interest rateon the Company’s $322  million variable rate debtoutstanding from over $3.2  million to approximately $1.7million.

As of June  30,  2006, the aggregate fairvalue of the interest rate swaps was an asset of $0.5  million.The potential loss in fair value of these swaps arising from ahypothetical immediate decrease in interest rates of 50 basis points isapproximately $1.2  million.

Commodity Price RiskManagement

Although there can be no assurances that the Companywill not absorb any or all adverse price movements or surchargesrelated to commodities that are used in the normal course of businessoperations, management actively seeks to negotiate contractual termswith our customers and suppliers to limit such exposures.

Item4.    Controls and Procedures

As of the end of the periodcovered by this report, we carried out an evaluation, under thesupervision and with the participation of our management, including ourChief Executive Officer and Chief Financial Officer, of theeffectiveness of the design and operation of our disclosure controlsand procedures pursuant to Rule 15a-5(c) of the Exchange Act. Basedupon that evaluation, our Chief Executive Officer and Chief FinancialOfficer concluded that our disclosure controls and procedures are noteffective in alerting them on a timely basis to information required tobe included in our submissions and filings with the Securities andExchange Commission. We identified a material weakness in our internalcontrols with respect to the impairment of fixed assets in accordancewith 

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Statement of Financial Standard No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets.We have implemented more effective controls, which includes additionalreview procedures by accounting personnel with experience and trainingin complex accounting for impairment and disposal of long-lived assets.We believe that our remediation efforts with regard to this materialweakness have been resolved at the end of the second quarter of 2006.Notwithstanding the material weaknesses described above, management hasconcluded that the condensed consolidated financial statements includedin this quarterly report on Form 10-Q fairly present, in all materialrespects, the Company's financial position, results of operationsand cash flows for the period presented.

As of March31,  2006, we identified a material weakness in our internalcontrols. Specifically, we did not have effective controls overrecording accruals for customer rebates. We have implemented moreeffective controls including additional review procedures, to ensurethat the rebate costs are recorded in the correct period and thatrelated period-end accruals are complete and accurate. As ofJune  30, 2006, we remediated the material weaknesses by makingthe indicated changes to our internal controls. We have completed theprocess to verify the adequacy of the measures taken and ensure thatthese measures have completely addressed these previously identifiedweaknesses.

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PARTII

OTHER INFORMATION

Item 1.    LegalProceedings

Information regarding reportable legal proceedingsis contained in Part I, ‘‘Item 3. LegalProceedings’’ in our Annual Report on Form 10-K for theyear ended December  31,  2005. The following describeslegal proceedings, if any, that became reportable during the first sixmonths of 2006, and amends and restates descriptions of previouslyreported legal proceedings in which there have been materialdevelopments during such period.

On January  30,2006, Parker-Hannifin Corporation(‘‘Parker’’) filed a complaint and requestfor preliminary injunction against Wix Filtration Corp.(‘‘Wix’’), which is a wholly-ownedsubsidiary of Affinia, alleging patent infringement of four U.S.patents sold by Parker under the trade name‘‘Racor’’. These patents cover an oilfilter and fuel filter, designed for the Ford F-150 pickup truck, whichParker was selling to Wix for sale into the automotive aftermarketprior to the complaint date. Wix’s response to Parker’spreliminary injunction brief was filed on May  10,  2006and the preliminary injunction hearing is currently scheduled forAugust  23,  2006 in the U.S. District Court for theEastern District of California. Wix intends to defend itself vigorouslyin this suit.

On March  3,  2006, Dana and forty ofits domestic subsidiaries (the ‘‘Debtors’’)filed voluntary petitions for reorganization under Chapter 11 of theUnited States Bankruptcy Code in the United States Bankruptcy Court,Southern District of New York (the‘‘Court’’) (Case No. 06-10354). The Debtorswill continue to operate their businesses as‘‘debtors-in-possession’’ under thejurisdiction of the Court and in accordance with applicable provisionsof the Bankruptcy Code and orders of the Court. Dana is, pursuant tothe Purchase Agreement, contractually obligated to indemnify us forspecified liabilities, including, among others, (1) liabilities arisingout of legal proceedings commenced prior to the Acquisition and (2)liabilities for death, personal injury or other injury to persons(including, but not limited to, such liabilities that result from humanexposure to asbestos) or property damage occurring prior to theAcquisition relating to the use or exposure to any of Dana'sproducts designed, manufactured, served or sold by Dana. However, inthe context of Dana's bankruptcy, Dana may be discharged entirelyfrom its obligations to indemnify us for future defense settlements orpayments in respect of any claim subject to its indemnificationobligations and we may recover less than 100% of anyindemnification obligations of Dana existing as of March3,  2006. Further, we do not know whether any insurance that mayhave been maintained by Dana will cover the costs for which Dana iscontractually obligated to indemnify us. The failure of Dana to honorits indemnification obligations could adversely affect our financialcondition and results of operations. As of March  31,  2006we fully reserved for the $2  million in accounts receivable duefrom the Debtors and that reserve was reduced to $1  million asof June  30,  2006. The reduction in the reserve was due topayments made during the second quarter of 2006. We have an ongoingbusiness relationship with the Debtors and have recorded no additionalreserves for the post petition accounts receivable due from theDebtors.

On April  20,  2006, Heritage, the owner ofour former subsidiary Beck Arnley, and Beck Arnley filed suit againstAffinia in the Rutherford County Chancery Court for the State ofTennessee. The suit arises out of Affinia’s sale of Beck Arnleyto Heritage on March  31,  2005 and a subsequent taxelection which Affinia was required to make under the PurchaseAgreement with Dana. Affinia intends to vigorously defend this matterand does not believe it has any liability. Affinia has moved to dismissthe suit in Tennessee.

Item 1A.    Risk Factors

Inaddition to the other information set forth in this report, you shouldcarefully consider the factors discussed in Part I,‘‘Item 1A. Risk Factors’’ in our AnnualReport on Form 10-K for the year ended December  31,  2005,which could materially affect our business, financial condition orfuture results. The risks described in our Annual Report on Form 10-Kare not the only risks facing our 

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Company. Additional risks and uncertaintiesnot currently known to us or that we currently deem to be immaterialalso may materially adversely affect our business, financial conditionand/or operating results.

Item 6.Exhibits

(a)    Exhibits

(31)Certifications of Executive Officers pursuant to Rule13a-14(a)

(32) Certifications of Executive Officerspursuant to 18 U.S.C. Section1350(b)

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SIGNATURES

Pursuantto the requirements of the Securities and Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto dulyauthorized.

|        |  |  |                                         |  |  |                                                                                                                                                                       |
|--------|--|--|-----------------------------------------|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |  |  | AFFINIA GROUP INTERMEDIATE HOLDINGSINC. |
|   |  |  | By:                                     |  |  |                         /s/Terry R. McCormack |
|   |  |  |                                    |  |  | Terry R.McCormack Chief Executive Officer, President, and Director(Principal ExecutiveOfficer)                                                                        |
|   |  |  | By:                                     |  |  |                         /s/Thomas H. Madden   |
|   |  |  |                                    |  |  | Thomas H.Madden Chief Financial Officer (Principal FinancialOfficer)                                                                                                  |
|        |

Date: August14,  2006

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