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UNITEDSTATESSECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549-1004

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FORM10-Q

Quarterly Report Under Section 13 or 15(d) ofthe Securities Exchange Act of 1934

For thequarterly period ended March  31,2006

Affinia Group Intermediate HoldingsInc.

(Exact name of registrant asspecified in itscharter)

|                                                              |  |                    |  |                                        |  |  |  |  |  |  |
|--------------------------------------------------------------|--|--------------------|--|----------------------------------------|--|--|--|--|--|--|
| Delaware                                                     |  | CommissionFileNo.: |  | 34-2022081                             |
| (Stateor other jurisdiction of Incorporation orOrganization) |  | 333-128166-10      |  | (I.R.S. EmployerIdentification Number) |
|                                                              |

1101 TechnologyDriveAnn Arbor, MI 48108(734)827-5400(Address, Including Zip Code, andTelephone Number,Including Area Code, of Registrant'sPrincipal Executive Offices)

Indicate by checkmark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months and (2) has been subject to such filingrequirements for the past 90days.

Yes       X    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 [X] |
|                                                  |

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

Yes              No       X    

    

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Index

AffiniaGroup Intermediate HoldingsInc.

|          |  |                                                                                                             |  |        |  |  |  |  |  |  |
|----------|--|-------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| PartI    |  | FINANCIALINFORMATION                                                                                        |  |   |
| Item1.   |  | Financial Statements(unaudited)                                                                             |  | 4      |
|     |  | CondensedConsolidated Balance Sheets—December  31,  2005 andMarch  31,  2006(unaudited)               |  | 4      |
|     |  | CondensedConsolidated Statements of Operations—Three Months EndedMarch  31,  2005 and 2006(unaudited) |  | 5      |
|     |  | CondensedConsolidated Statements of Cash Flows—Three Months EndedMarch  31,  2005 and 2006(unaudited) |  | 6      |
|     |  | Notes to CondensedConsolidated Financial Statements(unaudited)                                              |  | 7      |
| Item2.   |  | Management's Discussion and Analysis of FinancialCondition and Results of Operations                        |  | 20     |
| Item3.   |  | Quantitative and Qualitative Disclosures About MarketRisk                                                   |  | 26     |
| Item 4.  |  | Controls andProcedures                                                                                      |  | 26     |
| PartII   |  | OTHERINFORMATION                                                                                            |  |   |
| Item 1.  |  | LegalProceedings                                                                                            |  | 28     |
| Item 1A. |  | RiskFactors                                                                                                 |  | 28     |
| Item6.   |  | Exhibits                                                                                                    |  | 29     |
|     |  | Signatures                                                                                                  |  | 30     |
|          |

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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 planned 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 due to the insolvency of Dana Corporation(‘‘Dana’’) to asbestos claims and otherliabilities, for which Dana retained responsibility; and changingdistribution channels. There may be other factors that may cause ouractual results to differ materially from the forward-lookingstatements.

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PART IFINANCIAL INFORMATION

Item 1.    FinancialStatements

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

|                                                                                               |  |                  |         |               |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------------|--|------------------|---------|---------------|--|--------|---------|---------|--|--|
|                                                                                          |  | December31, 2005 |         | March 31,2006 |
| Assets                                                                                        |  |             |    |          |  |   |    |    |
| Currentassets:                                                                                |  |             |    |          |  |   |    |    |
| Cash and cashequivalents                                                                      |  | $                | 82      |          |  | $      | 61      |    |
| Tradeaccounts receivable, less allowances of $2 and $6  million,respectively, in 2005 and2006 |  |             | 350     |          |  |   | 397     |    |
| Inventories,net                                                                               |  |             | 417     |          |  |   | 427     |    |
| Other currentassets                                                                           |  |             | 58      |          |  |   | 55      |    |
| Totalcurrent assets                                                                           |  |             | 907     |          |  |   | 940     |    |
| Property,plant and equipment,net                                                              |  |             | 198     |          |  |   | 196     |    |
| Goodwill                                                                                      |  |             | 57      |          |  |   | 56      |    |
| Otherintangible assets,net                                                                    |  |             | 178     |          |  |   | 176     |    |
| Deferred financingcosts                                                                       |  |             | 22      |          |  |   | 21      |    |
| Investments and otherassets                                                                   |  |             | 78      |          |  |   | 77      |    |
| Totalassets                                                                                   |  | $                | 1,440   |          |  | $      | 1,466   |    |
| Liabilitiesand shareholders'equity                                                            |  |             |    |          |  |   |    |    |
| Currentliabilities:                                                                           |  |             |    |          |  |   |    |    |
| Accountspayable                                                                               |  | $                | 232     |          |  | $      | 239     |    |
| Otheraccruedexpenses                                                                          |  |             | 142     |          |  |   | 150     |    |
| Accruedpayroll and employeebenefits                                                           |  |             | 34      |          |  |   | 42      |    |
| Notes payableand current portion of long termdebt                                             |  |             | — |          |  |   | 5       |    |
| Totalcurrentliabilities                                                                       |  |             | 408     |          |  |   | 436     |    |
| Long-termdebt                                                                                 |  |             | 612     |          |  |   | 612     |    |
| Other noncurrentliabilities                                                                   |  |             | 45      |          |  |   | 45      |    |
| Totalliabilities                                                                              |  |             | 1,065   |          |  |   | 1,093   |    |
| Minorityinterest in consolidatedsubsidiaries                                                  |  |             | 1       |          |  |   | 2       |    |
| Contingenciesand commitments                                                                  |  |             |    |          |  |   |    |    |
| Common stock, $.01par value, 1,000 shares authorized, issued andoutstanding                   |  |             | — |          |  |   | — |    |
| Additionalpaid in-capital                                                                     |  |             | 406     |          |  |   | 406     |    |
| Accumulateddeficit                                                                            |  |             | (34     | )        |  |   | (40     | )  |
| Accumulated othercomprehensiveincome                                                          |  |             | 2       |          |  |   | 5       |    |
| Shareholders'equity                                                                           |  |             | 374     |          |  |   | 371     |    |
| Totalliabilities and shareholders'equity                                                      |  | $                | 1,440   |          |  | $      | 1,466   |    |
|                                                                                               |

Theaccompanying notes are an integral part of theunaudited condensedconsolidated financial statements.

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

|                                               |  |                                  |         |                                 |  |        |         |         |  |  |
|-----------------------------------------------|--|----------------------------------|---------|---------------------------------|--|--------|---------|---------|--|--|
|                                          |  | ThreeMonths Ended March 31, 2005 |         | Three MonthsEndedMarch 31, 2006 |
| Netsales                                      |  | $                                | 502     |                            |  | $      | 548     |    |
| Cost ofsales                                  |  |                             | 429     |                            |  |   | 456     |    |
| Grossprofit                                   |  |                             | 73      |                            |  |   | 92      |    |
| Selling, general andadministrative expenses   |  |                             | 66      |                            |  |   | 84      |    |
| Losson disposition of BeckArnley              |  |                             | 21      |                            |  |   | — |    |
| Operating(loss) profit                        |  |                             | (14     | )                          |  |   | 8       |    |
| Other (loss)income, net                       |  |                             | (1      | )                          |  |   | 2       |    |
| Interestexpense                               |  |                             | 13      |                            |  |   | 14      |    |
| Lossbefore income taxbenefit                  |  |                             | (28     | )                          |  |   | (4      | )  |
| Income tax(benefit)expense                    |  |                             | (11     | )                          |  |   | 2       |    |
| Lossfrom continuingoperations                 |  |                             | (17     | )                          |  |   | (6      | )  |
| Income fromdiscontinued operations, net oftax |  |                             | — |                            |  |   | — |    |
| Netloss                                       |  | $                                | (17     | )                          |  | $      | (6      | )  |
|                                               |

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)

|                                                                                         |  |                                 |         |                                 |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------|--|---------------------------------|---------|---------------------------------|--|--------|---------|---------|--|--|
|                                                                                    |  | ThreeMonths Ended March 31,2005 |         | Three Months EndedMarch 31,2006 |
| Operatingactivities                                                                     |  |                            |    |                            |  |   |    |    |
| Netloss                                                                                 |  | $                               | (17     | )                          |  | $      | (6      | )  |
| Adjustmentsto reconcile net loss to net cash provided by (used in) operatingactivities: |  |                            |    |                            |  |   |    |    |
| Depreciationandamortization                                                             |  |                            | 11      |                            |  |   | 11      |    |
| Provisionfor deferred incometaxes                                                       |  |                            | (3      | )                          |  |   | (1      | )  |
| Changesin current assets andliabilities:                                                |  |                            |    |                            |  |   |    |    |
| Trade accountsreceivable                                                                |  |                            | (37     | )                          |  |   | (47     | )  |
| Inventories                                                                             |  |                            | 2       |                            |  |   | (10     | )  |
| Otheroperating assets                                                                   |  |                            | (32     | )                          |  |   | 3       |    |
| Otheroperatingliabilities                                                               |  |                            | 32      |                            |  |   | 23      |    |
| Other                                                                                   |  |                            | 12      |                            |  |   | 2       |    |
| Netcash used in operating activities of continuingoperations                            |  |                            | (32     | )                          |  |   | (25     | )  |
| Net cash usedin operating activities of discontinuedoperations                          |  |                            | (1      | )                          |  |   | — |    |
| Netcash used in operatingactivities                                                     |  |                            | (33     | )                          |  |   | (25     | )  |
| Investingactivities                                                                     |  |                            |    |                            |  |   |    |    |
| Proceeds from salesof assets                                                            |  |                            | 1       |                            |  |   | — |    |
| Additions toproperty, plant andequipment                                                |  |                            | (5      | )                          |  |   | (5      | )  |
| Other investingactivities                                                               |  |                            | — |                            |  |   | — |    |
| Netcash used in investing activities of continuingoperations                            |  |                            | (4      | )                          |  |   | (5      | )  |
| Net cash used ininvesting activities of discontinuedoperations                          |  |                            | — |                            |  |   | — |    |
| Netcash used in investingactivities                                                     |  |                            | (4      | )                          |  |   | (5      | )  |
| Financingactivities                                                                     |  |                            |    |                            |  |   |    |    |
| Short-term debt,net                                                                     |  |                            | 3       |                            |  |   | 5       |    |
| Payment of long-termdebt                                                                |  |                            | (1      | )                          |  |   | — |    |
| Netcash used in financing activities of continuingoperations                            |  |                            | 2       |                            |  |   | 5       |    |
| Net cash used infinancing activities of discontinuedoperations                          |  |                            | — |                            |  |   | — |    |
| Netcash provided by financingactivities                                                 |  |                            | 2       |                            |  |   | 5       |    |
| Effectof exchange rate changes oncash                                                   |  |                            | (6      | )                          |  |   | 4       |    |
| Changein cash and cashequivalents                                                       |  |                            | (41     | )                          |  |   | (21     | )  |
| Cash and cashequivalents at beginning of theperiod                                      |  |                            | 80      |                            |  |   | 82      |    |
| Cashand cash equivalents at end of theperiod                                            |  | $                               | 39      |                            |  | $      | 61      |    |
| Supplementalcash flowsinformation                                                       |  |                            |    |                            |  |   |    |    |
| Cashpaid during the periodfor:                                                          |  |                            |    |                            |  |   |    |    |
| Interest                                                                                |  | $                               | 6       |                            |  | $      | 6       |    |
| Incometaxes                                                                             |  | $                               | 6       |                            |  | $      | 4       |    |
|                                                                                         |

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 of Business

OnNovember  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 of DanaCorporation's (‘‘Dana’’) automotiveaftermarket 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 and South America.

Note 2.    Basis ofPresentation

The accompanying unaudited condensed consolidatedfinancial statements include the accounts of Affinia Group IntermediateHoldings Inc. and its subsidiaries. In these notes to the financialstatements, 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. Certain information and footnote disclosures normallyincluded in financial statements prepared in accordance with accountingprinciples generally accepted in the United States of America have beencondensed or omitted pursuant to the rules and regulationspromulgated by the United States Securities and Exchange Commission. 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 month period ending March31,  2005 has been reclassified for the disposition of CandadosUniversales de Mexico, S.A. de C.V.(‘‘CUMSA’’). This disposition was completedin the third quarter of 2005 and qualified for discontinued operationstreatment.

Note 3.    New Accounting Pronouncements

InFebruary  2006, the Financial Accounting Standards Board(‘‘FASB’’) issued Statement of FinancialAccounting Standards (‘‘SFAS’’) No. 155‘‘Accounting for Certain Hybrid Financial Instruments– an amendment of FASB Statements No. 133 and140.’’ This statement amends FASB Statements No. 133,Accounting for Derivative Instruments and Hedging Activities,and No. 140, Accounting for Transfers and Servicing of FinancialAssets and Extinguishments of Liabilities. This statementeliminates the exemption from applying Statement 133 to interests insecuritized financial assets so that similar instruments are accountedfor similarly regardless of the form of the instruments. Additionally,the statement allows a preparer to elect fair value measurement atacquisition, at issuance, or when a previously recognized financialinstrument is subject to a remeasurement (new basis) event, on aninstrument-by-instrument basis, in cases in which a derivative wouldotherwise have to be bifurcated. Providing a fair value measurementelection also results in more financial instruments being measured atwhat the board of directors regards as the most relevant attribute forfinancial instruments, fair value. This statement is effective for allfinancial instruments acquired or issued after the beginning of anentity’s first fiscal year that begins after September15,  2006. We have not yet evaluated the potential impact of thisstatement, but anticipate that the adoption of this statement will nothave a material impact on our financial position or results ofoperations.

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In November  2005, the FASB issuedFASB Staff Position (‘‘FSP’’) 123(R)-3,Transition Election Related to Accounting for the Tax Effects ofShare-Based Award Payments (‘‘FSP123(R)-3’’). The provisions of FSP 123(R)-3 set forth analternative method of calculating the excess tax benefits available toabsorb tax deficiencies recognized subsequent to the adoption of FASNo. 123(R). The Company, which is currently evaluating its availabletransition alternatives, has until November  2006 to make itsone-time election.

In April  2005, the FASB issued SFAS No.154, ‘‘Accounting Changes and ErrorCorrections,’’ requiring retrospective application asthe required method for reporting a change in accounting principle,unless impracticable or a pronouncement includes specific transitionprovisions. This statement also requires that a change in depreciation,amortization, or depletion method for long-lived, nonfinancial assetsbe accounted for as a change in accounting estimate effected by achange in accounting principle. This statement carries forward theguidance in APB Opinion No. 20, ‘‘AccountingChanges,’’ for the reporting of the correction of anerror and a change in accounting estimate. We adopted this standard asof January  1,  2006 and it did not have any impact on theCompany's results of operations or financial position.

InDecember 2004, the FASB issued SFAS No. 151,‘‘Inventory Costs, an amendment of ARB No. 43,Chapter 4.’’ SFAS No. 151 clarifies thetreatment of certain costs, such as idle facility expense, freight andhandling as period expenses and requires that allocation of fixedoverhead be based on normal capacity. We have adopted this standard andit did not have any impact on the Company's results of operationsor financial position.

Note 4.    Inventories,net

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

|                 |  |                    |     |                 |  |        |     |        |  |  |
|-----------------|--|--------------------|-----|-----------------|--|--------|-----|--------|--|--|
|            |  | AtDecember 31,2005 |     | At March31,2006 |
| Rawmaterials    |  | $                  | 107 |            |  | $      | 108 |   |
| Work-in-process |  |               | 21  |            |  |   | 19  |   |
| Finishedgoods   |  |               | 289 |            |  |   | 300 |   |
|            |  | $                  | 417 |            |  | $      | 427 |   |
|                 |

Note5.    Comprehensive Income

The elements of comprehensiveincome (loss) are presented in the following table (Dollars inMillions):

|                                                              |  |                                  |         |                                  |  |        |    |         |  |  |
|--------------------------------------------------------------|--|----------------------------------|---------|----------------------------------|--|--------|----|---------|--|--|
|                                                         |  | ThreeMonths Ended March 31, 2005 |         | Three MonthsEnded March 31, 2006 |
| Netloss                                                      |  | $                                | (17     | )                           |  | $      | (6 | )  |
| Additional pensionliability (net of tax)                     |  |                             | — |                             |  |   | (1 | )  |
| Change in foreigncurrency translation adjustments, net oftax |  |                             | (6      | )                           |  |   | 4  |    |
| Comprehensiveloss                                            |  | $                                | (23     | )                           |  | $      | (3 | )  |
|                                                              |

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Note 6.    Goodwill

The followingtable summarizes goodwill activity for the first three months of 2006(Dollars inMillions):

|                               |  |                                 |    |         |  |  |
|-------------------------------|--|---------------------------------|----|---------|--|--|
|                          |  | ThreeMonthsEnded March 31, 2006 |
| Balance atDecember  31,  2005 |  | $                               | 57 |    |
| Taxbenefitreduction           |  |                            | (1 | )  |
| Balanceat March  31,2006      |  | $                               | 56 |    |
|                               |

Inaccordance with SFAS 109 ‘‘Accounting for IncomeTaxes’’ the tax benefit for the excess oftax-deductible goodwill over the reported amount of goodwill is appliedto reduce the goodwill related to the Acquistion. The tax benefit forthe excess of tax deductible goodwill will reduce reported goodwill byapproximately $1  million each quarter until goodwill isdecreased to zero.

Note 7.    Commitments andContingencies

At March  31,  2006, the Company hadpurchase commitments for property, plant and equipment of approximately$3  million.

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

|                           |  |                                  |    |                                  |  |        |     |         |  |  |
|---------------------------|--|----------------------------------|----|----------------------------------|--|--------|-----|---------|--|--|
|                      |  | ThreeMonths Ended March 31, 2005 |    | Three MonthsEnded March 31, 2006 |
| Beginningbalance          |  | $                                | 18 |                             |  | $      | 19  |    |
| Amounts charged toexpense |  |                             | 12 |                             |  |   | 10  |    |
| Returnsprocessed          |  |                             | (9 | )                           |  |   | (11 | )  |
|                      |  | $                                | 21 |                             |  | $      | 18  |    |
|                           |

InMarch  2005, the FASB issued Financial Interpretation (FIN) 47‘‘Accounting for Conditional Asset RetirementObligations’’. We adopted FIN 47 effectiveDecember  31, 2005.  FIN 47 requires that aliability 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 capitalized as part of thecarrying amount of the long-lived asset.  The ARO issubsequently allocated to expense using a systematic and rationalmethod over its useful life.  Changes in the AROliability resulting from the passage of time are recognized as anincrease in the carrying amount of the liability and an accretion toexpense.  Changes resulting from revisions to the timingor amount of the original estimate of cash flows are recognized as anincrease or a decrease in both the asset andliability.  Our ARO liability recorded at December31,  2005 and March  31,  2006 was $2.6million and the accretion for the quarter was less than $0.1million.

Note 8.    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.

The comprehensiverestructuring will affect several facilities over the next two years.In December  2005, we announced the closure of our Southamptonfacility. Additionally, in March  2006 we announced the closureof the Erie (PA), North East (PA) and the McHenry (IL) plants and ourintent to sell the Waupauca (WI), Sudbury (Ontario, Canada) and St.Catharines (Ontario, Canada) facilities. Additional facility closureswill be announced periodically over the remainder of 2006 and during2007. During 2005, in connection with the comprehensive restructuring,we recorded a charge 

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of $21  million to cost of sales and$2  million to selling, general and administrative expenses,primarily comprised of severance costs and fixed asset impairment forthe comprehensive restructuring. The write-down of fixed assets wasaccounted for in accordance with SFAS No. 144,‘‘Accounting for the Impairment or Disposal ofLong-Lived Assets.’’ Severance costs are beingaccounted for in accordance with SFAS No. 146, Accounting for CostsAssociated with Exit or Disposal Activities. We currently estimatethat we will incur in the aggregate approximately $152  millionof cash and non cash restructuring costs for the comprehensiverestructuring.

In the first quarter of 2005, as part of theAcquisition, we announced the acquisition restructuring. Theacquisition restructuring plan was initiated to take advantage ofopportunities we identified prior to the Acquisition but were, due toresource constraints, limited in our ability to actively pursue as partof Dana. During 2005, acquisition restructuring costs of $21million were recorded to goodwill as an adjustment to the openingbalance sheet, comprised of severance costs, fixed asset impairmentsand other exit costs. Additionally in 2005, we charged directly toselling, general and administrative expenses $2  million relatingto current period exit costs.

At March  31,  2006,$10  million of restructuring charges remained in accruedliabilities, relating to wage and healthcare continuation for severedemployees and other termination costs. These remaining liabilities areexpected to be paid during the remainder of 2006. The following tablesummarizes the activity in accrued restructuring expenses for ourcontinuing operations during the first three months of 2006 (DollarsinMillions):

|                                        |  |        |        |         |  |  |
|----------------------------------------|--|--------|--------|---------|--|--|
| Balanceat December  31,2005            |  | $      | 8      |    |
| Charges toexpense:                     |  |   |   |    |
| Severance and benefitrelated expenses  |  |   | 4      |    |
| Asset write-offsexpense                |  |   | 1      |    |
| Otherexpenses                          |  |   | 1      |    |
| Totalrestructuring expenses            |  |   | 6      |    |
| Cashpayments and asset write-offs:     |  |   |   |    |
| Cashpayments                           |  |   | (3     | )  |
| Assetwrite-offs                        |  |   | (1     | )  |
| Total cashpayments and assetwrite-offs |  |   | (4     | )  |
| Balance atMarch  31,2006               |  | $      | 10     |    |
|                                        |

Note9.    Related Party Transactions

Affinia and Dana entered intoa transition services agreement (the‘‘TSA’’) effective with the closing of theAcquisition on November  30,  2004. The TSA provided forcertain administrative and other services and support to be provided byDana to the Company, and to be provided by the Company to Dana, in eachcase after the Acquisition. The Company also leases certain properties,warehouses and office space from Dana for periods up to five yearsafter the Acquisition. Some of these lease terms may be renewedindefinitely by the parties. Dana agreed in the Purchase Agreement toprovide the Company with a $16  million credit for paymentsotherwise due for services under the TSA.

On April29,  2005, Dana paid the Company $12  million in settlementof the TSA noted above, as well as $11  million for uncollectiblereceivables covered by the Purchase Agreement, offset by $13million of original purchase price consideration and $2  millionof working capital adjustments, which resulted in a net payment of$8  million.

On March 3, 2006, Dana and forty of itsdomestic 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 for

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specified liabilities, including, amongothers, (1) liabilities arising out of legal proceedings commencedprior to the Acquisition and (2) liabilities for death, personal injuryor other injury to persons (including, but not limited to, suchliabilities that result from human exposure to asbestos) or propertydamage occurring prior to the Acquisition relating to the use orexposure to any of Dana's products designed, manufactured, servedor sold by Dana. However, in the context of Dana's bankruptcy,Dana may be discharged entirely from its obligations to indemnify usfor future defense settlements or payments in respect of any claimsubject to its indemnification obligations and we may recover less than100% of any indemnification obligations of Dana existing as ofMarch  3,  2006. Further, we do not know whether anyinsurance that may have been maintained by Dana will cover the costsfor which Dana is contractually obligated to indemnify us. In addition,if Dana is unable or unwilling to pay settlements or judgments, claimsmay be brought against us that historically have been asserted onlyagainst Dana and other current or former manufacturers of automotiveproducts, not including us. The failure of Dana to honor itsindemnification obligations could adversely affect our financialcondition and results of operations.

As of March3,  2006 we fully reserved for the $2  million in accountsreceivable due from the Debtors and that reserve remained in place atMarch  31,  2006. We have an ongoing business relationshipwith the Debtors and have recorded no additional reserves for the postpetition accounts receivable due from the Debtors.

Note10.    Segment and Geographic Information

The Company operatesin a single business segment, which is the manufacturing anddistribution of motor vehicle components. The products and services,customer base, distribution channel, manufacturing process,procurement, and economic characteristics are similar throughout all ofthe Company's operations.

Net sales by geographic regionwere as follows (Dollars inMillions):

|                 |  |                                  |     |                                  |  |        |     |        |  |  |
|-----------------|--|----------------------------------|-----|----------------------------------|--|--------|-----|--------|--|--|
|            |  | ThreeMonths Ended March 31, 2005 |     | Three MonthsEnded March 31, 2006 |
| NorthAmerica    |  | $                                | 362 |                             |  | $      | 398 |   |
| Othercontinents |  |                             | 140 |                             |  |   | 150 |   |
|            |  | $                                | 502 |                             |  | $      | 548 |   |
|                 |

Long-livedassets by geographic region were as follows (Dollars inMillions):

|                 |  |                  |     |                |  |        |     |        |  |  |
|-----------------|--|------------------|-----|----------------|--|--------|-----|--------|--|--|
|            |  | December31, 2005 |     | March 31, 2006 |
| NorthAmerica    |  | $                | 142 |           |  | $      | 140 |   |
| Othercontinents |  |             | 56  |           |  |   | 56  |   |
|            |  | $                | 198 |           |  | $      | 196 |   |
|                 |

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

Note 11.    Divestiture of Affiliate

OnMarch  31,  2005, the Company completed the legal sale ofits subsidiary, Beck Arnley Worldparts Corporation(‘‘Beck Arnley’’) to Heritage Equity Group(‘‘Heritage’’), pursuant to a stockpurchase agreement. The contingent purchase price for the stock of BeckArnley was $5  million to be paid starting in 2006. Affinia alsomade a $3  million five year term loan to Beck Arnley, bearinginterest at nine percent per annum. In addition, the stock purchaseagreement provided that all of the cash at Beck Arnley, with theexception of $2  million, be retained by the Company. As aresult, the Company retained $17  million of cash that was heldon the books of Beck Arnley. In connection with the transaction,Affinia recognized a pre-tax loss on the sale of $21  million, inaddition to the 

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$3  million loss from normal operationsin the first quarter of 2005. Due to Affinia's $3  millionworking capital loan to Beck Arnley and the contingent consideration,the sale of Beck Arnley did not qualify as a sale under accountingrules and could not be presented as a discontinuedoperation.

Note 12.    Discontinued Operation

Duringthe third quarter of 2005, we completed the sale of CandadosUniversales 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 ofLong-Lived Assets,’’ we classify a business componentthat has been disposed of as a discontinued operation if the cash flowof the component has been eliminated from our ongoing operations and wewill no longer have any significant continuing involvement in thecomponent. The results of operations of our discontinued operationsthrough the date of sale, including any gains or losses on disposition,are aggregated and presented on one line in the consolidated statementof operations. SFAS No. 144 requires the reclassification of amountspresented for prior years as discontinued operations. The amountspresented in the Consolidated Statement of Operations for the threemonth period ended March  31,  2005 were reclassified tocomply with SFAS No. 144. The after-tax loss recognized on the saleduring the third quarter of fiscal 2005 was $0.4  million. Thisdisposition qualified for discontinued operations treatment.Accordingly, the Consolidated Statement of Operations for the prioryear has been reclassified to reflect the results of operations of thisdivested business as a discontinued operation.

Note13.    Stock Option Plans

Beginning in August of 2005, wegranted 140,700 options, and during the quarter ended March31,  2006 no options were exercised or forfeited/expired.Consequently, we had 140,700 options outstanding at the end of thefirst quarter of 2006. The exercise price is $100 per option. Theoptions contractual terms are ten years with vesting of 20% eachyear for the first five years. The weighted fair value of theoptions’ granted was approximately $2  million as ofMarch  31,  2006 and we recognized $0.1  million inselling, general and administrative expenses in relation to the optionsduring the first quarter of 2006.

We adopted SFAS 123R,‘‘Share-Based Payment,’’ during thefourth quarter of 2005 and account for our employee stock options underthe fair value method of accounting using a Black-Scholes model tomeasure stock-based compensation expense at the date of grant. Ourweighted-average Black-Scholes fair value assumptionsinclude:

|                        |  |        |  |  |  |  |
|------------------------|--|--------|--|--|--|--|
|                   |  | 2006   |
| Effectiveterm          |  | 6years |
| Risk free interestrate |  | 4.2%   |
| Expectedvolatility     |  | 40.0%  |
| Expected dividendyield |  | 0.0%   |
|                        |

Note14.    Subsequent Event

    On April20,  2006, Heritage, the owner of our former subsidiary BeckArnley, and Beck Arnley filed suit against Affinia in the RutherfordCounty Chancery Court for the State of Tennessee. The suit arises outof Affinia’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. Affiniabelieves it has no exposure relating to this suit.

Note15.    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‘‘Notes’’) to qualified institutionalbuyers and certain persons in offshore transactions. The Notes, whichwere exchanged for $300  million of 9% Senior SubordinatedNotes due 2014 registered under the Securities Act 1933 onNovember  2,  2005 (the 

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‘‘Notes’’), areguaranteed by all of Affinia's wholly-owned domestic subsidiariesand by Affinia's direct parent, Affinia Group IntermediateHoldings 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 the Affinia's borrowings under itssenior secured credit facilities on the same basis.

The followingunaudited information presents Consolidating Statements of Operationsfor the three months ended March  31,  2005 and 2006,Consolidating Statements of Cash Flows for the three months endedMarch  31,  2005 and 2006 and Consolidating Balance Sheetsas of December  31,  2005 and March  31,  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 Group Intermediate HoldingsInc.

Supplemental Guarantor Unaudited ConsolidatingStatement of Operations For the Three Months Ended March31,  2005(Dollars inMillions)

|                                                      |  |        |         |         |  |           |         |               |  |              |         |                   |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------------------|--|--------|---------|---------|--|-----------|---------|---------------|--|--------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                 |  | Parent |         | Issuer  |  | Guarantor |         | Non-Guarantor |  | Eliminations |         | ConsolidatedTotal |
| Netsales                                             |  | $      | — |    |  | $         | — |          |  | $            | 298     |              |  | $      | 218     |    |  | $      | (14     | )  |  | $      | 502     |    |
| Costofsales                                          |  |   | — |    |  |      | — |          |  |         | 242     |              |  |   | 201     |    |  |   | (14     | )  |  |   | 429     |    |
| Grossprofit                                          |  |   | — |    |  |      | — |          |  |         | 56      |              |  |   | 17      |    |  |   | — |    |  |   | 73      |    |
| Selling,general and administrativeexpenses           |  |   | — |    |  |      | 5       |          |  |         | 37      |              |  |   | 24      |    |  |   | — |    |  |   | 66      |    |
| Losson disposition of BeckArnley                     |  |   | — |    |  |      | — |          |  |         | — |              |  |   | 21      |    |  |   | — |    |  |   | 21      |    |
| Operating(loss)profit                                |  |   | — |    |  |      | (5      | )        |  |         | 19      |              |  |   | (28     | )  |  |   | — |    |  |   | (14     | )  |
| Otherloss,net                                        |  |   | — |    |  |      | — |          |  |         | — |              |  |   | (1      | )  |  |   | — |    |  |   | (1      | )  |
| Interestexpense                                      |  |   | — |    |  |      | 13      |          |  |         | — |              |  |   | — |    |  |   | — |    |  |   | 13      |    |
| (Loss)income beforetaxes                             |  |   | — |    |  |      | (18     | )        |  |         | 19      |              |  |   | (29     | )  |  |   | — |    |  |   | (28     | )  |
| Incometax (benefit)provision                         |  |   | — |    |  |      | (7      | )        |  |         | 10      |              |  |   | (14     | )  |  |   | — |    |  |   | (11     | )  |
| (Loss)income from continuingoperations               |  |   | — |    |  |      | (11     | )        |  |         | 9       |              |  |   | (15     | )  |  |   | — |    |  |   | (17     | )  |
| Income(loss) from discontinued operations, net oftax |  |   | — |    |  |      | — |          |  |         | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| (Loss)income before equity interest inincome         |  |   | — |    |  |      | (11     | )        |  |         | 9       |              |  |   | (15     | )  |  |   | — |    |  |   | (17     | )  |
| Equityinterest in income, net oftax                  |  |   | (17     | )  |  |      | 8       |          |  |         | — |              |  |   | 10      |    |  |   | (1      | )  |  |   | — |    |
| Net(loss)income                                      |  | $      | (17     | )  |  | $         | (3      | )        |  | $            | 9       |              |  | $      | (5      | )  |  | $      | (1      | )  |  | $      | (17     | )  |
|                                                      |

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Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor Unaudited ConsolidatingStatement of Operations For the Three Months Ended March31,  2006(Dollars inMillions)

|                                                       |  |        |         |         |  |           |         |               |  |              |         |                   |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------|--|--------|---------|---------|--|-----------|---------|---------------|--|--------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                  |  | Parent |         | Issuer  |  | Guarantor |         | Non-Guarantor |  | Eliminations |         | ConsolidatedTotal |
| Netsales                                              |  | $      | — |    |  | $         | — |          |  | $            | 330     |              |  | $      | 310     |    |  | $      | (92     | )  |  | $      | 548     |    |
| Costofsales                                           |  |   | — |    |  |      | — |          |  |         | 260     |              |  |   | 288     |    |  |   | (92     | )  |  |   | 456     |    |
| Grossprofit                                           |  |   | — |    |  |      | — |          |  |         | 70      |              |  |   | 22      |    |  |   | — |    |  |   | 92      |    |
| Selling,general and administrativeexpenses            |  |   | — |    |  |      | 11      |          |  |         | 43      |              |  |   | 30      |    |  |   | — |    |  |   | 84      |    |
| Operating(loss)profit                                 |  |   | — |    |  |      | (11     | )        |  |         | 27      |              |  |   | (8      | )  |  |   | — |    |  |   | 8       |    |
| Otherincome,net                                       |  |   | — |    |  |      | — |          |  |         | 1       |              |  |   | 1       |    |  |   | — |    |  |   | 2       |    |
| Interestexpense                                       |  |   | — |    |  |      | 14      |          |  |         | — |              |  |   | — |    |  |   | — |    |  |   | 14      |    |
| (Loss)income before taxes and minorityinterest        |  |   | — |    |  |      | (25     | )        |  |         | 28      |              |  |   | (7      | )  |  |   | — |    |  |   | (4      | )  |
| Incometax (benefit)provision                          |  |   | — |    |  |      | (2      | )        |  |         | — |              |  |   | 4       |    |  |   | — |    |  |   | 2       |    |
| (Loss)income from continuing operations               |  |   | — |    |  |      | (23     | )        |  |         | 28      |              |  |   | (11     | )  |  |   | — |    |  |   | (6      | )  |
| Income(loss) from discontinued operations, net of tax |  |   | — |    |  |      | — |          |  |         | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| (Loss)income before equity interest in income         |  |   | — |    |  |      | (23     | )        |  |         | 28      |              |  |   | (11     | )  |  |   | — |    |  |   | (6      | )  |
| Equityinterest in income, net oftax                   |  |   | (6      | )  |  |      | 19      |          |  |         | (11     | )            |  |   | 4       |    |  |   | (6      | )  |  |   | — |    |
| Net(loss)income                                       |  | $      | (6      | )  |  | $         | (4      | )        |  | $            | 17      |              |  | $      | (7      | )  |  | $      | (6      | )  |  | $      | (6      | )  |
|                                                       |

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Affinia GroupIntermediate Holdings Inc.

Supplemental GuarantorUnaudited Consolidating Statement of Cash Flows For the ThreeMonths Ended March  31,  2005(Dollars inMillions)

|                                                                                                                            |  |        |         |         |  |           |         |               |  |             |         |                   |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------|--|--------|---------|---------|--|-----------|---------|---------------|--|-------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                       |  | Parent |         | Issuer  |  | Guarantor |         | Non-Guarantor |  | Elimination |         | ConsolidatedTotal |
| Operatingactivities                                                                                                        |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Net(loss) income from continuingoperations                                                                                 |  | $      | (17     | )  |  | $         | (3      | )        |  | $           | 9       |              |  | $      | (5      | )  |  | $      | (1      | )  |  | $      | (17     | )  |
| Adjustmentsto reconcile net (loss) income from continuing operations to net cashprovided by (used in) operatingactivities: |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Depreciationandamortization                                                                                                |  |   | — |    |  |      | — |          |  |        | 6       |              |  |   | 5       |    |  |   | — |    |  |   | 11      |    |
| Deferredincometaxes                                                                                                        |  |   | — |    |  |      | — |          |  |        | 6       |              |  |   | (9      | )  |  |   | — |    |  |   | (3      | )  |
| Changein current assets &liabilities:                                                                                  |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Equityinincome                                                                                                             |  |   | 17      |    |  |      | (8      | )        |  |        | — |              |  |   | (10     | )  |  |   | 1       |    |  |   | — |    |
| Tradeaccountsreceivable                                                                                                    |  |   | — |    |  |      | (1      | )        |  |        | (44     | )            |  |   | 8       |    |  |   | — |    |  |   | (37     | )  |
| Inventories                                                                                                                |  |   | — |    |  |      | — |          |  |        | (11     | )            |  |   | 13      |    |  |   | — |    |  |   | 2       |    |
| Otheroperatingassets                                                                                                       |  |   | — |    |  |      | (54     | )        |  |        | — |              |  |   | 22      |    |  |   | — |    |  |   | (32     | )  |
| Otheroperatingliabilities                                                                                                  |  |   | — |    |  |      | 75      |          |  |        | (2      | )            |  |   | (41     | )  |  |   | — |    |  |   | 32      |    |
| Other                                                                                                                      |  |   | — |    |  |      | — |          |  |        | (2      | )            |  |   | 14      |    |  |   | — |    |  |   | 12      |    |
| Netcash provided by (used in) operating activities of continuingoperations                                                 |  |   | — |    |  |      | 9       |          |  |        | (38     | )            |  |   | (3      | )  |  |   | — |    |  |   | (32     | )  |
| Netcash provided by (used in) operating activities of discontinuedoperations                                               |  |   | — |    |  |      | — |          |  |        | 1       |              |  |   | (2      | )  |  |   | — |    |  |   | (1      | )  |
| Netcash provided by (used in) operatingactivities                                                                          |  |   | — |    |  |      | 9       |          |  |        | (37     | )            |  |   | (5      | )  |  |   | — |    |  |   | (33     | )  |
| Investingactivities                                                                                                        |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Proceedsfrom sale ofassets                                                                                                 |  |   | — |    |  |      | — |          |  |        | — |              |  |   | 1       |    |  |   | — |    |  |   | 1       |    |
| Additionsto property, plant and equipment,net                                                                              |  |   | — |    |  |      | — |          |  |        | (3      | )            |  |   | (2      | )  |  |   | — |    |  |   | (5      | )  |
| Otherinvestingactivities                                                                                                   |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash used in investing activities of continuing operations                                                              |  |   | — |    |  |      | — |          |  |        | (3      | )            |  |   | (1      | )  |  |   | — |    |  |   | (4      | )  |
| Netcash used in investing activities of discontinuedoperations                                                             |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash used in investingactivities                                                                                        |  |   | — |    |  |      | — |          |  |        | (3      | )            |  |   | (1      | )  |  |   | — |    |  |   | (4      | )  |
| Financingactivities                                                                                                        |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Short-termdebt,net                                                                                                         |  |   | — |    |  |      | 11      |          |  |        | — |              |  |   | (8      | )  |  |   | — |    |  |   | 3       |    |
| Paymentof long-termdebt                                                                                                    |  |   | — |    |  |      | (1      | )        |  |        | — |              |  |   | — |    |  |   | — |    |  |   | (1      | )  |
| Nettransactions withParent                                                                                                 |  |   | — |    |  |      | (50     | )        |  |        | 43      |              |  |   | 7       |    |  |   | — |    |  |   | — |    |
| Netcash (used in) provided by financing activities of continuingoperations                                                 |  |   | — |    |  |      | (40     | )        |  |        | 43      |              |  |   | (1      | )  |  |   | — |    |  |   | 2       |    |
| Netcash used in financing activities of discontinuedoperations                                                             |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash (used in) provided by financingactivities                                                                          |  |   | — |    |  |      | (40     | )        |  |        | 43      |              |  |   | (1      | )  |  |   | — |    |  |   | 2       |    |
| Effectof exchange rates oncash                                                                                             |  |   | — |    |  |      | — |          |  |        | — |              |  |   | (6      | )  |  |   | — |    |  |   | (6      | )  |
| Changein cash and cashequivalents                                                                                          |  |   | — |    |  |      | (31     | )        |  |        | 3       |              |  |   | (13     | )  |  |   | — |    |  |   | (41     | )  |
| Cashand cash equivalents at beginning ofperiod                                                                             |  |   | — |    |  |      | 48      |          |  |        | — |              |  |   | 32      |    |  |   | — |    |  |   | 80      |    |
| Cashand cash equivalents at end ofperiod                                                                                   |  | $      | — |    |  | $         | 17      |          |  | $           | 3       |              |  | $      | 19      |    |  | $      | — |    |  | $      | 39      |    |
|                                                                                                                            |

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Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor Unaudited ConsolidatingStatement of Cash Flows For the Three Months Ended March31,  2006(Dollars inMillions)

|                                                                                                                            |  |        |         |         |  |           |         |               |  |             |         |                   |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------|--|--------|---------|---------|--|-----------|---------|---------------|--|-------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                       |  | Parent |         | Issuer  |  | Guarantor |         | Non-Guarantor |  | Elimination |         | ConsolidatedTotal |
| Operatingactivities                                                                                                        |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Net(loss)income                                                                                                            |  | $      | (6      | )  |  | $         | (4      | )        |  | $           | 17      |              |  | $      | (7      | )  |  | $      | (6      | )  |  | $      | (6      | )  |
| Adjustmentsto reconcile net (loss) income from continuing operations to net cash(used in) provided by operatingactivities: |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Depreciationandamortization                                                                                                |  |   | — |    |  |      | 3       |          |  |        | 4       |              |  |   | 4       |    |  |   | — |    |  |   | 11      |    |
| Provisionfor deferred incometaxes                                                                                          |  |   | — |    |  |      | (1      | )        |  |        | — |              |  |   | — |    |  |   | — |    |  |   | (1      | )  |
| Changein current assets andliabilities:                                                                                    |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Equityinincome                                                                                                             |  |   | 6       |    |  |      | (19     | )        |  |        | 11      |              |  |   | (4      | )  |  |   | 6       |    |  |   | — |    |
| Tradeaccountsreceivable                                                                                                    |  |   | — |    |  |      | 3       |          |  |        | (28     | )            |  |   | (22     | )  |  |   | — |    |  |   | (47     | )  |
| Inventories                                                                                                                |  |   | — |    |  |      | — |          |  |        | (8      | )            |  |   | (2      | )  |  |   | — |    |  |   | (10     | )  |
| Otheroperatingassets                                                                                                       |  |   | — |    |  |      | (4      | )        |  |        | — |              |  |   | 7       |    |  |   | — |    |  |   | 3       |    |
| Otheroperatingliabilities                                                                                                  |  |   | — |    |  |      | 11      |          |  |        | 13      |              |  |   | (1      | )  |  |   | — |    |  |   | 23      |    |
| Other                                                                                                                      |  |   | — |    |  |      | (12     | )        |  |        | (8      | )            |  |   | 22      |    |  |   | — |    |  |   | 2       |    |
| Netcash (used in) provided by operating activities of continuingoperations                                                 |  |   | — |    |  |      | (23     | )        |  |        | 1       |              |  |   | (3      | )  |  |   | — |    |  |   | (25     | )  |
| Netcash provided by operating activities of discontinuedoperations                                                         |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash (used in) provided by operatingactivities                                                                          |  |   | — |    |  |      | (23     | )        |  |        | 1       |              |  |   | (3      | )  |  |   | — |    |  |   | (25     | )  |
| Investingactivities                                                                                                        |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Proceedsfrom sale ofassets                                                                                                 |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Additionsto property, plant, andequipment                                                                                  |  |   | — |    |  |      | (1      | )        |  |        | (2      | )            |  |   | (2      | )  |  |   | — |    |  |   | (5      | )  |
| Otherinvestingactivities                                                                                                   |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash used in investing activities of continuing operations                                                              |  |   | — |    |  |      | (1      | )        |  |        | (2      | )            |  |   | (2      | )  |  |   | — |    |  |   | (5      | )  |
| Netcash used in investing activities of discontinuedoperations                                                             |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash used in investingactivities                                                                                        |  |   | — |    |  |      | (1      | )        |  |        | (2      | )            |  |   | (2      | )  |  |   | — |    |  |   | (5      | )  |
| Financingactivities                                                                                                        |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Short-termdebt,net                                                                                                         |  |   | — |    |  |      | 5       |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | 5       |    |
| Paymentof long-termdebt                                                                                                    |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Nettransactions withParent                                                                                                 |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash provided by (used in) financing activities of continuingoperations                                                 |  |   | — |    |  |      | 5       |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | 5       |    |
| Netcash used in financing activities of discontinuedoperations                                                             |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash provided by (used in) financingactivities                                                                          |  |   | — |    |  |      | 5       |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | 5       |    |
| Effectof exchange rates oncash                                                                                             |  |   | — |    |  |      | — |          |  |        | — |              |  |   | 4       |    |  |   | — |    |  |   | 4       |    |
| Changein cash and cashequivalents                                                                                          |  |   | — |    |  |      | (19     | )        |  |        | (1      | )            |  |   | (1      | )  |  |   | — |    |  |   | (21     | )  |
| Cashand cash equivalents at beginning ofperiod                                                                             |  |   | — |    |  |      | 44      |          |  |        | 1       |              |  |   | 37      |    |  |   | — |    |  |   | 82      |    |
| Cashand cash equivalents at end ofperiod                                                                                   |  | $      | — |    |  | $         | 25      |          |  | $           | — |              |  | $      | 36      |    |  | $      | — |    |  | $      | 61      |    |
|                                                                                                                            |

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Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor Consolidating BalanceSheet December  31,  2005(Dollars inMillions)

|                                                   |  |        |         |        |  |           |         |               |  |              |         |                   |  |        |         |        |  |        |         |         |  |        |         |        |  |  |
|---------------------------------------------------|--|--------|---------|--------|--|-----------|---------|---------------|--|--------------|---------|-------------------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                              |  | Parent |         | Issuer |  | Guarantor |         | Non-Guarantor |  | Eliminations |         | ConsolidatedTotal |
| Assets                                            |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Currentassets:                                    |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Cashand cashequivalents                           |  | $      | — |   |  | $         | 44      |          |  | $            | 1       |              |  | $      | 37      |   |  | $      | — |    |  | $      | 82      |   |
| Accountsreceivable                                |  |   | — |   |  |      | 32      |          |  |         | 190     |              |  |   | 128     |   |  |   | — |    |  |   | 350     |   |
| Inventories                                       |  |   | — |   |  |      | — |          |  |         | 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   |   |
| Liabilitiesand Shareholders’Equity          |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Currentliabilities:                               |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Notespayable and current portion of long termdebt |  | $      | — |   |  | $         | — |          |  | $            | — |              |  | $      | — |   |  | $      | — |    |  | $      | — |   |
| 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 March  31,  2006(Dollars inMillions)

|                                                   |  |        |         |        |  |           |         |               |  |              |         |                   |  |        |         |        |  |        |         |         |  |        |         |        |  |  |
|---------------------------------------------------|--|--------|---------|--------|--|-----------|---------|---------------|--|--------------|---------|-------------------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                              |  | Parent |         | Issuer |  | Guarantor |         | Non-Guarantor |  | Eliminations |         | ConsolidatedTotal |
| Assets                                            |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Currentassets:                                    |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Cashand cashequivalents                           |  | $      | — |   |  | $         | 25      |          |  | $            | — |              |  | $      | 36      |   |  | $      | — |    |  | $      | 61      |   |
| Accountsreceivable                                |  |   | — |   |  |      | 29      |          |  |         | 218     |              |  |   | 150     |   |  |   | — |    |  |   | 397     |   |
| Inventories,net                                   |  |   | — |   |  |      | — |          |  |         | 253     |              |  |   | 174     |   |  |   | — |    |  |   | 427     |   |
| Othercurrentassets                                |  |   | — |   |  |      | 35      |          |  |         | 2       |              |  |   | 18      |   |  |   | — |    |  |   | 55      |   |
| Totalcurrentassets                                |  |   | — |   |  |      | 89      |          |  |         | 473     |              |  |   | 378     |   |  |   | — |    |  |   | 940     |   |
| Investmentsand otherassets                        |  |   | — |   |  |      | 315     |          |  |         | 2       |              |  |   | 13      |   |  |   | — |    |  |   | 330     |   |
| Intercompanyinvestments                           |  |   | 360     |   |  |      | 998     |          |  |         | 393     |              |  |   | 210     |   |  |   | (1,961  | )  |  |   | — |   |
| Intercompanyreceivables                           |  |   | — |   |  |      | (252    | )        |  |         | 241     |              |  |   | 11      |   |  |   | — |    |  |   | — |   |
| Property,plant and equipment,net                  |  |   | — |   |  |      | 8       |          |  |         | 92      |              |  |   | 96      |   |  |   | — |    |  |   | 196     |   |
| Totalassets                                       |  | $      | 360     |   |  | $         | 1,158   |          |  | $            | 1,201   |              |  | $      | 708     |   |  | $      | (1,961  | )  |  | $      | 1,466   |   |
| Liabilitiesand Shareholders’ Equity         |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Currentliabilities:                               |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Notespayable and current portion of long termdebt |  | $      | — |   |  | $         | 5       |          |  | $            | — |              |  | $      | — |   |  | $      | — |    |  | $      | 5       |   |
| Accountspayable                                   |  |   | — |   |  |      | 11      |          |  |         | 120     |              |  |   | 108     |   |  |   | — |    |  |   | 239     |   |
| Accruedpayroll and employeebenefits               |  |   | — |   |  |      | 17      |          |  |         | 10      |              |  |   | 15      |   |  |   | — |    |  |   | 42      |   |
| Otheraccruedexpenses                              |  |   | — |   |  |      | 74      |          |  |         | 48      |              |  |   | 28      |   |  |   | — |    |  |   | 150     |   |
| Totalcurrentliabilities                           |  |   | — |   |  |      | 107     |          |  |         | 178     |              |  |   | 151     |   |  |   | — |    |  |   | 436     |   |
| Othernoncurrentliabilities                        |  |   | — |   |  |      | 39      |          |  |         | — |              |  |   | 6       |   |  |   | — |    |  |   | 45      |   |
| Long-termdebt                                     |  |   | — |   |  |      | 612     |          |  |         | — |              |  |   | — |   |  |   | — |    |  |   | 612     |   |
| Totalliabilities                                  |  |   | — |   |  |      | 758     |          |  |         | 178     |              |  |   | 157     |   |  |   | — |    |  |   | 1,093   |   |
| Minorityinterest in consolidatedsubsidiaries      |  |   | — |   |  |      | — |          |  |         | 2       |              |  |   | — |   |  |   | — |    |  |   | 2       |   |
| Shareholders’equity                         |  |   | 360     |   |  |      | 400     |          |  |         | 1,021   |              |  |   | 551     |   |  |   | (1,961  | )  |  |   | 371     |   |
| Totalliabilities and shareholders’equity    |  | $      | 360     |   |  | $         | 1,158   |          |  | $            | 1,201   |              |  | $      | 708     |   |  | $      | (1,961  | )  |  | $      | 1,466   |   |
|                                                   |

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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 and South America. In the first quarter of 2006, brakeand filtration products which, by their nature sustain significant wearand must routinely be replaced, represented 49% and 31%of our net sales, respectively. Chassis products, which includesteering, suspension and driveline components, represented 8% ofour net sales in the first quarter of 2006. The remaining 12% ofour first quarter net sales were derived from our Europeanproducts.

Industry growth over the last year has been upmarginally. We have experienced a positive trend in sales growth sincethe first quarter of 2005. Since the Acquistion we have been able tofocus on our principal products, which has had a favorable impact onsales growth as shown below.

|                               |  |                          |          |         |  |  |
|-------------------------------|--|--------------------------|----------|---------|--|--|
| Quarterover Quarter           |  | Percent Increase inSales |
| First Quarter 2005 over 2004  |  |                     | −4 | %  |
| Second Quarter 2005 over2004  |  |                     | 1        | %  |
| Third Quarter 2005 over 2004  |  |                     | 3        | %  |
| Fourth Quarter 2005 over 2004 |  |                     | 9        | %  |
| First Quarter 2006 over 2005  |  |                     | 9        | %  |
|                               |

In addition to the positivesales growth, we have been and are continuing to focus on improving ouroperating margins through cost reduction efforts and our restructuringplans. In 2005, we announced two restructuring plans: (i) arestructuring plan that we announced at the beginning of 2005 as partof the Acquisition, also referred to as the acquisition restructuringand (ii) a restructuring plan that we announced at the end of 2005,also referred to as the comprehensive restructuring.

Thecomprehensive restructuring will affect several facilities over thenext two years. In December  2005, we announced the closure ofone facility, our Southampton facility. Additionally, in March2006 we announced the closure of the Erie (PA), North East (PA) and theMcHenry (IL) plants and our intent to sell our Waupauca (WI), Sudbury(Ontario, Canada) and St. Catharines (Ontario, Canada) facilities.Additional facility closures will be announced periodically over theremainder of 2006 and during 2007. We currently estimate that we willincur in the aggregate approximately $152  million of cash andnon-cash restructuring costs for the comprehensiverestructuring.

In the first quarter of 2005, as part of theAcquisition, we announced the acquisition restructuring. Theacquisition restructuring plan was initiated to take advantage ofopportunities we identified prior to the Acquisition but were, due toresource constraints, limited in our ability to actively pursue as partof Dana. At March  31,  2006, $10  million ofrestructuring charges remained in accrued liabilities, relating to wageand healthcare continuation for severed employees and other terminationcosts. These remaining liabilities are expected to be paid during theremainder 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 March  31,2005 compared to three months ended March  31,2006.

The following table summarizes the consolidated resultsfor the three months ended March  31,  2005 and theconsolidated results for the three months ended March  31,2006 (Dollars inMillions):

|                                                                  |  |                                 |          |                                |  |              |         |               |  |        |        |         |  |        |        |          |  |  |
|------------------------------------------------------------------|--|---------------------------------|----------|--------------------------------|--|--------------|---------|---------------|--|--------|--------|---------|--|--------|--------|----------|--|--|
|                                                             |  | ThreeMonths Ended March 31,2005 |          | Three Months EndedMarch31,2006 |  | DollarChange |         | PercentChange |
| Netsales                                                         |  |                            |     |                           |  |         |    |          |  |   |   |    |  |   |   |     |
| Brakeproducts                                                    |  | $                               | 238      |                           |  | $            | 273     |          |  | $      | 35     |    |  |   | 15     | %   |
| Chassisproducts                                                  |  |                            | 39       |                           |  |         | 42      |          |  |   | 3      |    |  |   | 8      | %   |
| Filtrationproducts                                               |  |                            | 153      |                           |  |         | 170     |          |  |   | 17     |    |  |   | 11     | %   |
| Europeanproducts                                                 |  |                            | 66       |                           |  |         | 64      |          |  |   | (2     | )  |  |   | (3     | %)  |
| Eliminationsandother                                             |  |                            | 6        |                           |  |         | (1      | )        |  |   | (7     | )  |  |   | (117   | %)  |
| Totalnetsales                                                    |  |                            | 502      |                           |  |         | 548     |          |  |   | 46     |    |  |   | 9      | %   |
| Costofsales                                                      |  |                            | 429      |                           |  |         | 456     |          |  |   | 27     |    |  |   | 6      | %   |
| Grossprofit                                                      |  |                            | 73       |                           |  |         | 92      |          |  |   | 19     |    |  |   | 26     | %   |
| Grossmargin                                                      |  |                            | 15       | %                         |  |         | 17      | %        |  |   |   |    |  |   |   |     |
| Selling,general and administrativeexpenses(1)                    |  |                            | 66       |                           |  |         | 84      |          |  |   | 18     |    |  |   | 27     | %   |
| Selling,general and administrative expenses as a percent ofsales |  |                            | 13       | %                         |  |         | 15      | %        |  |   |   |    |  |   |   |     |
| Losson disposition of BeckArnley                                 |  |                            | 21       |                           |  |         | — |          |  |   | (21    | )  |  |   | 100    | %   |
| Operating(loss)profit                                            |  |                            | (14      | )                         |  |         | 8       |          |  |   | 22     |    |  |   | 157    | %   |
| Operatingmargin                                                  |  |                            | −3 | %                         |  |         | 1       | %        |  |   |   |    |  |   |   |     |
| Other(loss) income,net                                           |  |                            | (1       | )                         |  |         | 2       |          |  |   | 3      |    |  |   |   |     |
| Interestexpense                                                  |  |                            | 13       |                           |  |         | 14      |          |  |   | 1      |    |  |   |   |     |
| Lossbeforetaxes                                                  |  |                            | (28      | )                         |  |         | (4      | )        |  |   | 24     |    |  |   |   |     |
| Incometax (benefit)expense                                       |  |                            | (11      | )                         |  |         | 2       |          |  |   | 13     |    |  |   |   |     |
| Netloss                                                          |  | $                               | (17      | )                         |  | $            | (6      | )        |  | $      | 11     |    |  |   | 65     | %   |
|                                                                  |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Werecorded $6 and $2  million of restructuring costs in selling,general and administrative expenses for the first quarter of 2006 and2005, respectively. |

Net sales.    Our net salesincreased in the first quarter of 2006 in comparison to the firstquarter of 2005 due to (i) positive economic effects (principallyreductions in rebates, cash discounts and returns and allowances, aswell as pricing) of $26  million; (ii) foreign currencytranslation gains of $6  million, primarily due to the strongBrazilian Real and (iii) $23  million increase in volume. Theseincreases were offset by $9  million related to Beck Arnley, ourforeign nameplate distribution business that was sold in March of2005.

Brake product sales were up in the first quarter of2006 in comparison to the first quarter of 2005, due to foreigncurrency translation gains of $13  million, positive economiceffects of $17  million and a $5  million increase due tovolume.

Chassis product sales were up in the firstquarter of 2006 in comparison to 2005. The increase in sales was due toa $3  million increase in positive economic effects.

Filtration product sales increased in 2006 primarily due to(i) positive economic effects of $6  million and (ii) $13million increase in sales volume. These increases were partially offsetby $2  million in foreign currency translationlosses.

European products sales for the first quarter of2006 were down slightly in comparison to the first quarter of 2005.European products and other volume increased $4  million, whichwas more than offset by currency translation losses of $6million.

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Eliminations and other consists ofBeck Arnley sales and intercompany sales eliminations between productgroupings. The sales were lower in the current year due to thedivestiture of Beck Arnley in the first quarter of 2005. Beck Arnleysales were $9  million in the first quarter of2005.

Cost of sales.    Our cost of sales increasedin 2006 mainly due to the increase in sales. The gross margin for thefirst quarter of 2006 increased to 17% from 15% in thefirst quarter of 2005. This increase was due in part to the positiveeconomic effects and increased sales volume. Additionally, we had abetter absorption rate of our manufacturing costs in the first quarterof 2006 in comparison to 2005, which is partially due to the acquistionrestructuring program.

Selling, general and administrativeexpenses.    Our selling, general and administrative expensesincreased in 2006 over 2005. The increase in selling, general andadministrative expenses was attributable not only to higher sales butalso to other contributing factors such as thefollowing:    

|  |              |                                                                                                                                                            |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | During the firstquarter of 2006 we reserved $2  million for accounts receivabledue from Dana as a result of the their Chapter 11 filing onMarch  3,  2006. |

|  |              |                                                                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | We alsorecognized $6  million in restructuring costs relating to ourcomprehensive restructuring program, which was announced at the end of2005. |

|  |              |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | We were required to establish acorporate office for Affinia after acquiring the Dana aftermarketbusiness on November  30,  2004. The corporate officecompensation expenses increased $3  million in the first quarterof 2006 in comparison to 2005 due to the increase in staffing levels.In addition, we incurred $3  million more in legal andprofessional fees during the first quarter of 2006 in comparison to2005. |

|  |              |                                                                                                                                                                                                                                                                                                                                                        |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | During August of 2005, wecontracted Electronic Data Systems(‘‘EDS’’) to provide the informationtechnology infrastructure for the Company. The EDS costs in the firstquarter of 2006, which included some initial period start up costs,were higher than our internal information technology costs in the firstquarter of 2005. |

Operating profit.    Our operatingprofit increased in the current quarter in comparison to the prior yearfirst quarter mainly due to a $21  million loss on thedisposition of Beck Arnley in the first quarter of 2005. We disposed ofBeck Arnley on March  31,  2005 because its operations didnot match with our strategic objectives. Also contributing to theincrease in operating profit was the gross margin improvement in thefirst quarter of 2006.

Interest expense.    Interestexpense for the first quarter of 2006 was comparable to the same periodlast year. The interest and finance charges mainly relate to theCompany's senior subordinated notes and senior credit facilities,entered into during the fourth quarter of 2004 to fund theAcquisition.

Income tax (benefit) expense.    Thetax benefit rate for 2005 was 39% compared to a tax expense rateof 50% for the first quarter of 2006. Over 70% of the taxbenefit in 2005 was related to the divestiture of Beck Arnley duringthe first quarter of 2005. The tax expense for the current quarterarises from providing income taxes on the resulting net profits afterexcluding the losses incurred by our U.K. subsidiaries. No tax benefitis currently recognized relative to those losses.

Netloss.    Net loss decreased in comparison to last year due tothe factors described above.

Liquidity and CapitalResources

The Company's primary source of liquidity iscash flow from operations. We also have availability under ourrevolving credit facility and receivables facility, subject to certainrequirements. Our primary liquidity requirements, which aresignificant, are for debt servicing, working capital, restructuringobligations and capital spending.

We are significantly leveragedas a result of the Acquisition. Affinia issued senior subordinatednotes and entered into senior credit facilities, consisting of arevolving credit facility and term loan facility, and initiated a tradeaccounts receivable securitization program (the‘‘Receivables Facility’’). As ofMarch  31,  2006, we had $617  million in aggregateindebtedness, with an additional $113  million 

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of borrowing capacity available under ourrevolving credit facility, after giving effect to $12  million inoutstanding letters of credit, which reduced the amount availablethereunder. The aggregate indebtedness increased $5  millionsince December  31,  2005. We had no amounts outstandingunder our Receivables Facility as of March  31,  2006 andDecember  31,  2005. The Receivables Facility provides fora maximum borrowing capacity of $100  million subject to certainlimitations.

We spent $5  million on capital expendituresduring the three months ended March  31,  2006 and theCompany expects capital expenditures to total between $35 and$40  million during 2006, primarily in connection with capitalimprovements intended to rationalize our manufacturing programs. Basedon the current level of operations, the Company believes that cash flowfrom operations and available cash, together with available borrowingsunder its revolving credit facility and Receivables Facility, will beadequate to meet liquidity needs and restructuring plans and to fundplanned capital expenditures. The Company may, however, need torefinance all or a portion of the principal amount of the seniorsubordinated notes and/or senior credit facility borrowings, on orprior to maturity, to meet liquidity needs. If it is determined thatrefinancing is necessary, and the Company is unable to secure suchfinancing on acceptable terms, then the Company may have insufficientliquidity to carry on its operations and meet its obligations at suchtime.

The Company can give no assurance that its business willgenerate sufficient cash flow from operations, that revenue growth oroperating improvements will be realized, or that future borrowings willbe available under its revolving credit facility in an amountsufficient to enable it to service its indebtedness or to fund otherliquidity needs.

Net cash used in operatingactivities

Net cash used in operating activities for the threemonths ended March  31,  2005 and 2006 was a $33million use of cash and a $25  million use of cash, respectively.The $8  million improvement in use of cash from operatingactivities for the first three months of 2006 was principally due toother operating assets and a decrease in the net loss. Other operatingassets was a $32  million use of cash in 2005 and a source ofcash of $3  million in 2006. The other operating assets was a useof cash in the first quarter of 2005 due to a significant increase inprepaid expenses from the end of 2004 to the first quarter of 2005. Thenet loss decreased $11  million in the first quarter of 2006 incomparison to the first quarter of 2005. The increases in operatingactivities previously mentioned were offset by changes in tradereceivables, inventory, and other operating liabilities.

Netcash used in investing activities

Net cash used in investingactivities for the three months ended March  31,  2005 and2006 was $4  million and $5  million, respectively.Historically, net cash used in investing activities has been forcapital expenditures, offset by proceeds from the disposition ofproperty, plant and equipment. Capital expenditures for the threemonths ended March  31,  2005 and 2006 were $5million for each period.

Net cash provided by financingactivities

Net cash provided by financing activities for thethree months ended March  31,  2005 and 2006 was $2million and $5  million, respectively. The increase in the sourceof cash for the comparable periods was due to a $5  millionincrease in short-term debt in the current period in comparison to$3  million for the three months ended March  31,2005.

Senior credit facilities.    Our senior creditfacilities consist of a revolving credit facility and a term loanfacility. Our revolving credit facility provides for loans in a totalprincipal amount of up to $125  million and matures in 2010. Ourterm loan facility provides for up to $350  million of which$312  million is outstanding and matures in 2011. Proceeds fromthe term loan were used to fund the Acquisition.

The seniorcredit facilities bear interest at a rate equal to an applicable marginplus, at our option, either (a) a base rate determined by reference tothe higher of (1) the bank's prime rate and (2) the federal fundsrate plus one-half of 1% or (b) LIBOR rate determined byreference to the costs 

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of funds for deposits in U.S. dollars for theinterest period relevant to such borrowing adjusted for certainadditional costs. The applicable margins for borrowings under therevolving credit facility are 2.00% with respect to base rateborrowings and 3.00% with respect to LIBOR borrowings. Theinitial applicable margin for borrowings under the term loan facilitywas 1.50% with respect to base rate borrowings and 2.50%with respect to LIBOR borrowings. However, due to an amendment to oursenior credit facilities in December  2005, in connection withour restructuring program, the applicable margin for borrowings underthe term loan facility was increased to 2.00% with respect tobase rate 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 March  31,  2006, wewere in compliance with all of these covenants.

Our covenantlevels and ratios for the quarter ended March  31,  2006are asfollows:

|                                              |  |                                          |        |                       |  |        |        |        |  |  |
|----------------------------------------------|--|------------------------------------------|--------|-----------------------|--|--------|--------|--------|--|--|
|                                         |  | CovenantComplianceLevel at March 31,2006 |        | Ratios atMarch31,2006 |
| SeniorCreditFacilities                       |  |                                     |   |                  |  |   |   |   |
| MinimumAdjusted EBITDA to cash interestratio |  | 2.00x                                    |        | 2.68x                 |
| Maximumnet debt to Adjusted EBITDAratio      |  | 5.50x                                    |        | 4.43x                 |
|                                              |

Indenture.    Theindenture governing the senior subordinated notes limits our and oursubsidiaries' ability to incur additional indebtedness, paydividends on or make other distributions or repurchase our capitalstock, make certain investments, enter into certain types oftransactions with affiliates, use assets as security in othertransactions and sell certain assets or merge with or into othercompanies. Subject to such limitations, Affinia and its restrictedsubsidiaries are permitted to incur additional indebtedness, includingsecured indebtedness, under the terms of the senior subordinatednotes.

Adjusted EBITDA is used to determine our compliance withmany of the covenants contained in our senior credit facilities and inthe indenture governing the senior subordinated notes. Adjusted EBITDAis defined as EBITDA further adjusted to exclude unusual items andother adjustments permitted in calculating covenant compliance underthe indenture and our senior credit facilities.

We believe thatthe inclusion of supplementary adjustments to EBITDA applied inpresenting Adjusted EBITDA is appropriate to provide additionalinformation to investors to demonstrate compliance with our financingcovenants.

The breach of covenants in our senior creditfacilities that are tied to ratios based on Adjusted EBITDA couldresult in a default under those facilities and the lenders could electto declare all 

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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 Ended March 31, 2005 |     | Three MonthsEnded March 31, 2006 |
| Netloss                      |  | $                                | (17 | )                           |  | $      | (6      | )  |
| Interestexpense              |  |                             | 13  |                             |  |   | 14      |    |
| Depreciationand amortization |  |                             | 11  |                             |  |   | 11      |    |
| Incometax                    |  |                             | (11 | )                           |  |   | 2       |    |
| EBITDA                       |  |                             | (4  | )                           |  |   | 21      |    |
| Restructuringcharges(a)      |  |                             | 2   |                             |  |   | 6       |    |
| BeckArnley(b)                |  |                             | 24  |                             |  |   | — |    |
| Otheradjustments(c)          |  |                             | (1  | )                           |  |   | 1       |    |
| AdjustedEBITDA               |  | $                                | 21  |                             |  | $      | 28      |    |
|                              |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------|
| (a) | Certaincosts such as restructuring are added back to EBITDA in accordance withthe terms of our creditfacilities. |

|     |                                                                                                                                                                                                                             |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Adjustments for net loss of BeckArnley in accordance with the terms of our senior credit facilities.The pretax loss on the disposition of Beck Arnley was $21million and Beck Arnley had a $3  million loss fromoperations. |

|     |                                                                                                                                        |
|-----|----------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Certain costs such as othernon-recurring charges are added back to EBITDA in accordance with theterms of our senior credit facilities. |

ReceivablesFacility.    Our off-balance sheet receivables facilityprovides up to $100  million in funding, based on availability ofeligible receivables and satisfaction of other customary conditions.Under the Receivables Facility, receivables are sold by certainsubsidiaries of the Company to a wholly-owned bankruptcy remote financesubsidiary of the Company, which transfers an undivided interest in thepurchased receivables to a commercial paper conduit or its bank sponsorin exchange for cash.

Affinia Group Inc., as the receivablescollection agent, services, administers and collects the receivablesunder the receivables purchase agreement for which it receives amonthly servicing fee at a rate of 1.00% per annum of theaverage daily outstanding balance of receivables. The receivablesfacility fees include a usage fee paid by the finance subsidiary, thatvaries based upon the Company's leverage ratio as calculatedunder the senior credit facilities. Funded amounts under theReceivables Facility bear interest at a rate equal to theconduit's pooled commercial paper rate plus the usage fee. AtMarch  31,  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. AtMarch  31,  2006 the unused fee was 0.50% per annumof the unused portion of the Receivables Facility.

Availabilityof funding under the Receivables Facility depends primarily upon theoutstanding trade accounts receivable balance from time to time.Aggregate availability is determined by using a 

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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 March 31, 2006, $279  million ofour accounts receivable balance was considered eligible for financingunder the program, of which approximately $82  million wasavailable for funding. At March  31,  2006, we had noamounts outstanding under this facility.

The Receivables Facilitycontains conditions, representations, warranties and covenants similarto those in the senior credit facilities. It also contains amortizationevents similar to the events of default under the senior creditfacilities, plus amortization events relating to the quality andperformance of the trade receivables. If an amortization event occurs,all of the cash flow from the receivables sold to the financesubsidiary will be allocated to the Receivables Facility until it ispaid in full.

Item 3.    Quantitative and QualitativeDisclosures About Market Risk

Currency risk

Outside ofthe United States, we maintain assets and operations in Canada, Europe,Mexico, South America and Asia. The results of operations and financialposition of our foreign operations are principally measured in theirrespective currency and translated into U.S. dollars. As a result,exposure to foreign currency gains and losses exists. The reportedincome of these subsidiaries will be higher or lower depending on anappreciation or depreciation of the U.S. dollar against the respectiveforeign currency. Our subsidiaries and affiliates also purchase andsell products and services in various currencies. As a result, we maybe exposed to cost increases relative to the local currencies in themarkets in which we sell. Because a different percentage of ourrevenues is in foreign currency than our costs, a change in therelative value of the U.S. dollar could have a disproportionate impacton our revenues as compared to our costs.

A portion of our assetsis based in our foreign locations and is translated into U.S. dollarsat foreign currency exchange rates in effect as of the end of eachperiod, with the effect of such translation reflected in othercomprehensive income (loss). Accordingly, our shareholders'equity will fluctuate depending upon the appreciation or depreciationof the U.S. dollar against the respective foreign currency. Similarly,the revenues and expenses of our foreign operations are transacted ataverage rates during the period such that exchange rate movements canhave a significant impact on our sales trend, and to a lesser extent onour profits.

Our strategy for management of currency risk reliesprimarily on conducting our operations in a country's respectivecurrency and may, from time to time, involve currency derivatives. Asof March  31,  2006 we had no currencyderivatives.

Interest rate risk

As of March31,  2006, we had $312  million of variable rate debtoutstanding. An increase of 1% in the average interest ratewould increase future interest expense by approximately $3million per year. We are required by our senior credit facilities, fora period of not less than two years from November  30,2004, to maintain in effect appropriate interest protection and otherhedging arrangements so that at least 40% of our aggregateobligations under the term loan facility, our senior subordinated notesand any additional senior subordinated notes we might issue will bearinterest at a fixed rate. At March  31,  2006, thepercentage of fixed rate to total debt of our aggregate obligationsunder the term loan facility and senior subordinated notes wasapproximately 49%. Our strategy for management of interest raterisk may, from time to time, involve interest rate derivatives. As ofMarch  31,  2006 we had no interest ratederivatives.

Item 4.    Controls and Procedures

As ofthe end of the period covered by this report, we carried out anevaluation, under the supervision and with the participation of ourmanagement, including our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of the design and operation of ourdisclosure controls and 

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procedures pursuant to Rule 15a-5(c) of theExchange Act. Based upon that evaluation, our Chief Executive Officerand Chief Financial Officer concluded that our disclosure controls andprocedures are not effective in alerting them on a timely basis toinformation required to be included in our submissions and filings withthe Securities and Exchange Commission. We identified a materialweakness in our internal controls. Specifically, we did not haveeffective controls over recording accruals for customer rebates. We arein the process of implementing more effective controls, which willinclude additional review procedures, to ensure that the rebate costsare recorded in the correct period and that related period-end accrualsare complete and accurate. We believe that our remediation efforts withregard to this material weakness will be completed by the end of thesecond quarter of 2006. Notwithstanding the material weaknessesdescribed above, management has concluded that the condensedconsolidated financial statements included in this quarterly report onForm 10-Q fairly present, in all material respects, the Company'sfinancial position, results of operations and cash flows for the periodpresented.

As of December  31,  2005, we identifiedtwo material weaknesses associated with accounting for the impairmentof fixed assets and the recording of funds received from the ReceivableFacility that were used to partially fund the Acquisition. With regardto our remediation of our recording and reporting of non-routine,complex transactions, specifically with respect to the impairment offixed assets in accordance with Statement of Financial Standard No.144, ‘‘Accounting for the Impairment or Disposal ofLong-Lived Assets’’ and the recording of the cashflow effects of purchase accounting, we made certain changes to ourinternal controls, including implementing internal controls andprocesses and hiring additional financial personnel with experience incomplex transactions during the last fiscal quarter. With regard to ourremediation of the control deficiency regarding recording of the cashflow effects of purchase accounting, we have increased our finance andaccounting staff with individuals who have experience in complexaccounting transactions. This control deficiency resulted in amisstatement to our consolidated statement of cash flows for the onemonth period ended December  31,  2004. As of the periodcovered by this report, we remediated the two material weaknesses bymaking the indicated changes to our internal controls. We havecompleted the process to verify the adequacy of the measure taken andensure that these measures have completely addressed these previouslyidentified concerns.

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PART II

OTHERINFORMATION

Item 1.    Legal Proceedings

Informationregarding reportable legal proceedings is contained in Part I,‘‘Item 3. Legal Proceedings’’ in our AnnualReport on Form 10-K for the year ended December  31,  2005.The following describes legal proceedings, if any, that becamereportable during the quarter ended March  31,  2006, andamends and restates descriptions of previously reported legalproceedings in which there have been material developments during suchquarter.

On January  30,  2006, Parker-HannifinCorporation (‘‘Parker’’) filed a complaintand request for 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 forJune  5,  2006 in the U.S. District Court for the EasternDistrict of California. Wix intends to defend itself vigorously in thissuit.

On March  3,  2006, Dana and forty of itsdomestic 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. In addition, if Dana is unableor unwilling to pay settlements or judgments, claims may be broughtagainst us that historically have been asserted only against Dana andother current or former manufacturers of automotive products, notincluding us. The failure of Dana to honor its indemnificationobligations could adversely affect our financial condition and resultsof operations. As of March  3,  2006 we fully reserved forthe $2  million in accounts receivable due from the Debtors andthat reserve remained in place at March  31,  2006. We havean ongoing business relationship with the Debtors and have recorded noadditional reserves for the post petition accounts receivable due fromthe Debtors.

On April  20,  2006, Heritage, theowner of our former subsidiary Beck Arnley, and Beck Arnley filed suitagainst Affinia in the Rutherford County Chancery Court for the Stateof Tennessee. The suit arises out of Affinia’s sale of BeckArnley to 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 currently believe it has any exposure. Affinia’sanswer is due on June  2,  2006.

Item 1A.    RiskFactors

In addition to the other information set forth in thisreport, you should carefully 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 

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results. The risks described in our AnnualReport on Form 10-K are not the only risks facing our Company.Additional risks and uncertainties not currently known to us or that wecurrently deem to be immaterial also may materially adversely affectour business, financial condition and/or operating results.

Item6.    Exhibits

|  |           |          |
|--|-----------|----------|
|  | (a)  | Exhibits |

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

(32) Certifications of Executive Officers pursuant to18 U.S.C. Section 1350(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.

|        |  |                                        |  |                                                                                                |  |  |  |  |  |  |
|--------|--|----------------------------------------|--|------------------------------------------------------------------------------------------------|--|--|--|--|--|--|
|   |  | AFFINIAGROUP 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: May  18,2006

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