##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2008.

 ̈ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From  to
.

Commission File No. 333-128166-10





LOGO

Affinia Group Intermediate Holdings Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 34-2022081                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                           |  |           
|------------------------------------------ |  | ----------
|1101 Technology Drive, Ann Arbor, Michigan |  | 48108     
|(Address of Principal Executive Offices)   |  | (Zip Code)

(734) 827-5400



(Registrants Telephone
Number, Including Area Code)

N/A



(Former Name, Former Address
and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                                                                       |  |                             
|---------------------------------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈                                             |  | Accelerated filer   ̈        
|Non-accelerated filer  x (Do not check if a smaller reporting company) |  | Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

There were 1,000 shares outstanding of the registrants common stock as of May 9, 2008 (all of which are privately owned and not traded on a public market).









---

##### Table of Contents

Index

Affinia Group Intermediate Holdings Inc.



|         |  |                                                                                                        |  |   
|-------- |  | ------------------------------------------------------------------------------------------------------ |  | --
|Part I   |  | FINANCIAL INFORMATION                                                                                  |  |   
|         |  |                                                                                                       
|Item 1.  |  | Financial Statements (unaudited)                                                                       |  | 4 
|         |  |                                                                                                       
|         |  | Condensed Consolidated Balance SheetsDecember 31, 2007 and March 31, 2008 (unaudited)                 |  | 4 
|         |  |                                                                                                       
|         |  | Condensed Consolidated Statements of OperationsThree Months Ended March 31, 2007 and 2008 (unaudited) |  | 5 
|         |  |                                                                                                       
|         |  | Condensed Consolidated Statements of Cash FlowsThree Months Ended March 31, 2007 and 2008 (unaudited) |  | 6 
|         |  |                                                                                                       
|         |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                       |  | 7 
|         |  |                                                                                                       
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                  |  | 23
|         |  |                                                                                                       
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                             |  | 32
|         |  |                                                                                                       
|Item 4.  |  | Controls and Procedures                                                                                |  | 33
|         |  |                                                                                                       
|Part II  |  | OTHER INFORMATION                                                                                      |  |   
|         |  |                                                                                                       
|Item 1.  |  | Legal Proceedings                                                                                      |  | 34
|         |  |                                                                                                       
|Item 1A. |  | Risk Factors                                                                                           |  | 34
|         |  |                                                                                                       
|Item 6.  |  | Exhibits                                                                                               |  | 35
|         |  |                                                                                                       
|         |  | Signatures                                                                                             |  | 35



2



---

##### Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements may include comments concerning our plans, objectives, goals, strategies, future
events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical. When used in this report, the words estimates,
expects, anticipates, projects, plans, intends, believes, forecasts, or future or conditional verbs, such as will, should, could
or may, and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, managements examination of historical operating trends
and data are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there is no assurance that these
expectations, beliefs and projections will be achieved. With respect to all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements
contained in this report. Such risks, uncertainties and other important factors include, among others: our substantial leverage; limitations on flexibility in operating our business contained in our debt agreements; pricing and import pressures; the
shift in demand from premium to economy products; our dependence on our largest customers; changing distribution channels; increasing costs for manufactured components, raw materials, crude oil and energy prices; our ability to achieve cost savings
from our restructuring; increased costs in imported products from China and other low cost sources; the consolidation of distributors; risks associated with our non-U.S. operations; product liability and customer warranty and recall claims; changes
to environmental and automotive safety regulations; changes to anti-dumping duty rates; risk of impairment to intangibles and goodwill; risk of successful refinancing if required; non-performance by, or insolvency of, our suppliers or our customers;
work stoppages or similar difficulties could significantly disrupt our operations, and other labor disputes; challenges to our intellectual property portfolio; and our exposure to a recession. Additionally, there may be other factors that could
cause our actual results to differ materially from the forward-looking statements.



3



---

##### Table of Contents

PART I

FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

Affinia Group Intermediate Holdings Inc.

Unaudited Condensed Consolidated Balance Sheets

(Dollars in Millions)



|                                                                              |  |                  |       |   |               |   |       |  
|----------------------------------------------------------------------------- |  | ---------------- | ----- | - | ------------- | - | ----- | -
|                                                                              |  | December 31,2007 |       |   | March 31,2008 |  
|Assets                                                                        |  |                  |       |   |               |   |       |  
|Current assets:                                                               |  |                  |       |   |               |   |       |  
|Cash and cash equivalents                                                     |  | $                | 59    |   |               | $ | 71    |  
|Trade accounts receivable, less allowances of $4 million in 2007 and 2008     |  |                  | 361   |   |               |   | 403   |  
|Inventories, net                                                              |  |                  | 506   |   |               |   | 499   |  
|Other current assets                                                          |  |                  | 44    |   |               |   | 45    |  
|                                                                              |  |                  |       |   |               |   |       |  
|Total current assets                                                          |  |                  | 970   |   |               |   | 1,018 |  
|Property, plant and equipment, net                                            |  |                  | 183   |   |               |   | 186   |  
|Goodwill                                                                      |  |                  | 30    |   |               |   | 28    |  
|Other intangible assets, net                                                  |  |                  | 164   |   |               |   | 161   |  
|Deferred financing costs                                                      |  |                  | 15    |   |               |   | 14    |  
|Deferred income taxes                                                         |  |                  | 74    |   |               |   | 78    |  
|Investments and other assets                                                  |  |                  | 21    |   |               |   | 23    |  
|                                                                              |  |                  |       |   |               |   |       |  
|Total assets                                                                  |  | $                | 1,457 |   |               | $ | 1,508 |  
|                                                                              |  |                  |       |   |               |   |       |  
|Liabilities and shareholders equity                                          |  |                  |       |   |               |   |       |  
|Current liabilities:                                                          |  |                  |       |   |               |   |       |  
|Accounts payable                                                              |  | $                | 240   |   |               | $ | 259   |  
|Other accrued expenses                                                        |  |                  | 134   |   |               |   | 150   |  
|Accrued payroll and employee benefits                                         |  |                  | 27    |   |               |   | 32    |  
|                                                                              |  |                  |       |   |               |   |       |  
|Total current liabilities                                                     |  |                  | 401   |   |               |   | 441   |  
|Long-term debt                                                                |  |                  | 597   |   |               |   | 597   |  
|Deferred employee benefits and other non-current liabilities                  |  |                  | 25    |   |               |   | 23    |  
|                                                                              |  |                  |       |   |               |   |       |  
|Total liabilities                                                             |  |                  | 1,023 |   |               |   | 1,061 |  
|Minority interest in consolidated subsidiaries                                |  |                  | 2     |   |               |   | 1     |  
|Contingencies and commitments                                                 |  |                  |       |   |               |   |       |  
|Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding |  |                  |      |   |               |   |      |  
|Additional paid in-capital                                                    |  |                  | 408   |   |               |   | 408   |  
|Accumulated deficit                                                           |  |                  | (34   | ) |               |   | (31   | )
|Accumulated other comprehensive income                                        |  |                  | 58    |   |               |   | 69    |  
|                                                                              |  |                  |       |   |               |   |       |  
|Shareholders equity                                                          |  |                  | 432   |   |               |   | 446   |  
|                                                                              |  |                  |       |   |               |   |       |  
|Total liabilities and shareholders equity                                    |  | $                | 1,457 |   |               | $ | 1,508 |  
|                                                                              |  |                  |       |   |               |   |       |  

The accompanying notes are an integral part of the

unaudited condensed consolidated financial statements.



4



---

##### Table of Contents

Affinia Group Intermediate Holdings Inc.

Unaudited Condensed Consolidated Statements of Operations

(Dollars in Millions)



|                                                                               |  |                                 |      |   |                                 |   |      |  
|------------------------------------------------------------------------------ |  | ------------------------------- | ---- | - | ------------------------------- | - | ---- | -
|                                                                               |  | Three MonthsEnded March 31,2007 |      |   | Three MonthsEnded March 31,2008 |  
|Net sales                                                                      |  | $                               | 502  |   |                                 | $ | 529  |  
|Cost of sales                                                                  |  |                                 | (408 | ) |                                 |   | (434 | )
|                                                                               |  |                                 |      |   |                                 |   |      |  
|Gross profit                                                                   |  |                                 | 94   |   |                                 |   | 95   |  
|Selling, general and administrative expenses                                   |  |                                 | (83  | ) |                                 |   | (77  | )
|                                                                               |  |                                 |      |   |                                 |   |      |  
|Operating profit                                                               |  |                                 | 11   |   |                                 |   | 18   |  
|Other income, net                                                              |  |                                 | 1    |   |                                 |   |     |  
|Interest expense                                                               |  |                                 | (15  | ) |                                 |   | (14  | )
|                                                                               |  |                                 |      |   |                                 |   |      |  
|Income (loss) before income tax provision, equity income and minority interest |  |                                 | (3   | ) |                                 |   | 4    |  
|Income tax provision                                                           |  |                                 |     |   |                                 |   | 1    |  
|Equity in income, net of tax                                                   |  |                                 |     |   |                                 |   |     |  
|Minority interest, net of tax                                                  |  |                                 |     |   |                                 |   |     |  
|                                                                               |  |                                 |      |   |                                 |   |      |  
|Net (loss) income                                                              |  | $                               | (3   | ) |                                 | $ | 3    |  
|                                                                               |  |                                 |      |   |                                 |   |      |  

The accompanying notes are an integral part of the

unaudited condensed consolidated financial statements.



5



---

##### Table of Contents

Affinia Group Intermediate Holdings Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(Dollars in Millions)



|                                                                                         |  |                                 |     |   |                                 |   |     |  
|---------------------------------------------------------------------------------------- |  | ------------------------------- | --- | - | ------------------------------- | - | --- | -
|                                                                                         |  | Three MonthsEnded March 31,2007 |     |   | Three MonthsEnded March 31,2008 |  
|Operating activities                                                                     |  |                                 |     |   |                                 |   |     |  
|Net income (loss)                                                                        |  | $                               | (3  | ) |                                 | $ | 3   |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                                 |     |   |                                 |   |     |  
|Depreciation and amortization                                                            |  |                                 | 9   |   |                                 |   | 9   |  
|Provision for deferred income taxes                                                      |  |                                 | (3  | ) |                                 |   | (4  | )
|Change in trade accounts receivable                                                      |  |                                 | (23 | ) |                                 |   | (42 | )
|Change in inventories                                                                    |  |                                 | (39 | ) |                                 |   | 7   |  
|Change in other current operating assets                                                 |  |                                 | 18  |   |                                 |   | (1  | )
|Change in other current operating liabilities                                            |  |                                 | 36  |   |                                 |   | 40  |  
|Change in other                                                                          |  |                                 | 8   |   |                                 |   | 6   |  
|                                                                                         |  |                                 |     |   |                                 |   |     |  
|Net cash provided by operating activities                                                |  |                                 | 3   |   |                                 |   | 18  |  
|                                                                                         |  |                                
|Investing activities                                                                     |  |                                 |     |   |                                 |   |     |  
|Proceeds from sales of assets                                                            |  |                                 | 3   |   |                                 |   |    |  
|Additions to property, plant and equipment                                               |  |                                 | (6  | ) |                                 |   | (6  | )
|                                                                                         |  |                                 |     |   |                                 |   |     |  
|Net cash used in investing activities                                                    |  |                                 | (3  | ) |                                 |   | (6  | )
|                                                                                         |  |                                
|Financing activities                                                                     |  |                                 |     |   |                                 |   |     |  
|Proceeds from debt                                                                       |  |                                 |    |   |                                 |   |    |  
|                                                                                         |  |                                 |     |   |                                 |   |     |  
|Net cash provided by financing activities                                                |  |                                 |    |   |                                 |   |    |  
|Effect of exchange rate changes on cash                                                  |  |                                 |    |   |                                 |   |    |  
|Change in cash and cash equivalents                                                      |  |                                 |    |   |                                 |   | 12  |  
|Cash and cash equivalents at beginning of the period                                     |  |                                 | 70  |   |                                 |   | 59  |  
|                                                                                         |  |                                 |     |   |                                 |   |     |  
|Cash and cash equivalents at end of the period                                           |  | $                               | 70  |   |                                 | $ | 71  |  
|                                                                                         |  |                                 |     |   |                                 |   |     |  
|Supplemental cash flows information                                                      |  |                                 |     |   |                                 |   |     |  
|Cash paid during the period for:                                                         |  |                                 |     |   |                                 |   |     |  
|Interest                                                                                 |  | $                               | 7   |   |                                 | $ | 7   |  
|Income taxes                                                                             |  | $                               | 4   |   |                                 | $ | 6   |  

The accompanying notes are an integral part of the

unaudited condensed consolidated financial statements.



6



---

##### Table of Contents

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Business

Affinia Group Inc. (Affinia) is a global leader in the on and off-highway replacement
products and services industry. We derive approximately 96% of our sales from this industry and, as a result, are not directly affected by the market cyclicality of the automotive original equipment manufacturers. Our broad range of brake,
filtration, chassis and other products are sold in North America, Europe, South America, Asia and Africa. Our brands include WIX®, Raybestos®, McQuay-Norris®, Nakata®, Filtron®,
BrakePro® and Quinton Hazell®. Additionally, we provide private label offerings for NAPA®, CARQUEST® and ACDelco® and other customers and co-branded offerings for Federated Auto Parts
and Automotive Distribution Network. Affinia is wholly-owned by Affinia Group Intermediate Holdings Inc., which, in turn, is wholly-owned by Affinia Group Holdings Inc., a company controlled by affiliates of The Cypress Group L.L.C.
(Cypress).

Affinia Group Inc., a Delaware corporation formed on June 28, 2004, entered into a stock and asset purchase
agreement, as amended (the Purchase Agreement), with Dana Corporation (Dana). The Purchase Agreement provided for the acquisition by Affinia Group Inc. of substantially all of Danas aftermarket business operations (the
Acquisition).

Note 2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Affinia Group Intermediate Holdings Inc. and its subsidiaries. In these notes to the condensed consolidated financial
statements, the terms the Company, we, our and us refer to Affinia Group Intermediate Holdings Inc. and its subsidiaries on a consolidated basis.

The interim financial information is prepared in conformity with accounting principles generally accepted in the United States of America and such
principles are applied on a basis consistent with information reflected in our Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations promulgated by the United States Securities and
Exchange Commission. In the opinion of management, the interim financial information includes all adjustments and accruals, consisting only of normal recurring adjustments, which are necessary for a fair presentation of results for the respective
interim period.

Note 3. New Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 161, Disclosures about Derivative Instruments and
Hedging Activities(SFAS No. 161), which amends and expands the disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities(SFAS No. 133),
to provide an enhanced understanding of an entitys use of derivative instruments, how they are accounted for under SFAS No. 133 and their effect on the entitys financial position, financial performance and cash flows. The provisions
of SFAS No. 161 are effective as of the beginning of our 2009 fiscal year. The Company is assessing what impact, if any, adoption of this statement would have on its consolidated financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an
amendment of ARB No. 51 (SFAS No. 160). SFAS No. 160 establishes accounting and reporting standards that require that the ownership interests in subsidiaries held by parties other than the parent be clearly
identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parents equity; the amount of consolidated net income attributable to the parent and to the noncontrolling interest be
clearly identified and presented on the face of the consolidated



7



---

##### Table of Contents

statement of income; and changes in a parents ownership interest while the parent retains its controlling financial interest in its subsidiary be
accounted for consistently. SFAS No. 160 also requires that any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value when a subsidiary is deconsolidated. SFAS No. 160 sets forth the
disclosure requirements to identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 applies to all entities that prepare consolidated financial statements, except not-for-profit
organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS No. 160 must be applied prospectively as of the beginning of the fiscal year in which SFAS No. 160 is initially applied, except for the
presentation and disclosure requirements. The presentation and disclosure requirements are applied retrospectively for all periods presented. The Company is assessing what impact, if any, adoption of this statement would have on its consolidated
financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007),
Business Combinations (SFAS No. 141R). SFAS No. 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS
No. 141R is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company is assessing what impact, if any, adoption of this statement would have on its consolidated financial position,
results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities (SFAS No. 159). SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value, and establishes presentation and disclosure
requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new guidance is effective for fiscal years beginning after November 15, 2007. The
adoption of SFAS No. 159 did not have an effect on the Companys consolidated financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157), which defines fair value, establishes a framework for measuring fair value within United States generally
accepted accounting principles, and expands disclosures about fair value measurements. Adoption is required for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. However, the FASB deferred the
effective date of SFAS No. 157, until the beginning of our 2009 fiscal year, as it relates to fair value measurement requirements for nonfinancial assets and liabilities that are not remeasured at fair value on a recurring basis. We adopted
SFAS No. 157 for financial assets and liabilities at the beginning of our 2008 fiscal year and our adoption did not have a material impact on our financial statements. The adoption of SFAS No. 157 for nonfinancial assets and liabilities in
2009 is not expected to have a material effect on the Companys consolidated financial position, results of operations or cash flows.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas
Level 3 generally requires significant management judgment. The three levels are defined as follows:



| |  |  | Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
| | - |  | -----------------------------------------------------------------------------------------



8



---

##### Table of Contents

| |  |  | Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets
or quoted prices for identical assets or liabilities in inactive markets.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3: Unobservable inputs reflecting managements own assumptions about the inputs used in pricing the asset or liability.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------

Our financial assets and liabilities consist of interest rate swaps and currency forward contracts. The fair value
measurement of derivatives is based upon Level 2 inputs consisting of observable current market data as applicable to determine market rates of similar assets and liabilities. Many of our derivative contracts are valued utilizing publicly available
pricing data of contracts with similar terms. In other cases, the contracts are valued using current spot market data adjusted for the appropriate current forward curves provided by external financial institutions. We enter into hedging transactions
with banking institutions that have strong credit ratings, and thus the credit risk associated with these contracts is not considered significant. Our Level 2 derivative liabilities are $4 million net of derivative assets.

Note 4. Inventories, net

Inventories, net consist of
the following (Dollars in Millions):



|                |  |                     |     |   |                  |   |     |  
|--------------- |  | ------------------- | --- | - | ---------------- | - | --- | -
|                |  | At December 31,2007 |     |   | At March 31,2008 |  
|Raw materials   |  | $                   | 110 |   |                  | $ | 111 |  
|Work-in-process |  |                     | 33  |   |                  |   | 36  |  
|Finished goods  |  |                     | 418 |   |                  |   | 398 |  
|Reserve         |  |                     | (55 | ) |                  |   | (46 | )
|                |  |                     |     |   |                  |   |     |  
|                |  | $                   | 506 |   |                  | $ | 499 |  
|                |  |                     |     |   |                  |   |     |  

Note 5. Comprehensive Income

The elements of comprehensive income are presented in the following table (Dollars in Millions):



|                                                               |  |                                |    |   |                                |   |    |  
|-------------------------------------------------------------- |  | ------------------------------ | -- | - | ------------------------------ | - | -- | -
|                                                               |  | Three MonthsEndedMarch 31,2007 |    |   | Three MonthsEndedMarch 31,2008 |  
|Net (loss) income                                              |  | $                              | (3 | ) |                                | $ | 3  |  
|Interest rate swap, net of tax of $1 million                   |  |                                |   |   |                                |   | (2 | )
|Change in foreign currency translation adjustments, net of tax |  |                                | 4  |   |                                |   | 13 |  
|                                                               |  |                                |    |   |                                |   |    |  
|Comprehensive income                                           |  | $                              | 1  |   |                                | $ | 14 |  
|                                                               |  |                                |    |   |                                |   |    |  



9



---

##### Table of Contents

Note 6. Goodwill

The following table summarizes goodwill activity, which is related to the On and Off-Highway segment for the first three months of 2008 (Dollars in Millions):



|                             |  |                                |    |  
|---------------------------- |  | ------------------------------ | -- | -
|                             |  | Three MonthsEndedMarch 31,2008 |   
|Balance at December 31, 2007 |  | $                              | 30 |  
|Tax benefit reduction        |  |                                | (2 | )
|                             |  |                                |    |  
|Balance at March 31, 2008    |  | $                              | 28 |  
|                             |  |                                |    |  

In accordance with SFAS No. 109, Accounting for Income Taxes, the tax
benefit for the excess of tax-deductible goodwill over the reported amount of goodwill is applied to first reduce the goodwill. The tax benefit for the excess of tax deductible goodwill will reduce reported goodwill by approximately $2 million in
each quarter of 2008. Once the reported amount of goodwill is reduced to zero, the remaining tax benefit reduces the basis of the intangible assets. Any remaining tax benefit reduces the income tax provision.

Note 7. Commitments and Contingencies

At
March 31, 2008, the Company had purchase commitments for property, plant and equipment of approximately $4 million.

A reconciliation
of the changes in our return reserves is as follows (Dollars in Millions):



|                           |  |                                |     |   |                                |   |     |  
|-------------------------- |  | ------------------------------ | --- | - | ------------------------------ | - | --- | -
|                           |  | Three MonthsEndedMarch 31,2007 |     |   | Three MonthsEndedMarch 31,2008 |  
|Beginning balance          |  | $                              | 18  |   |                                | $ | 20  |  
|Amounts charged to expense |  |                                | 13  |   |                                |   | 12  |  
|Returns processed          |  |                                | (13 | ) |                                |   | (12 | )
|                           |  |                                |     |   |                                |   |     |  
|                           |  | $                              | 18  |   |                                | $ | 20  |  
|                           |  |                                |     |   |                                |   |     |  

The total amount of unrecognized tax benefits as of December 31, 2007 and March 31,
2008 was $2 million. Included in the balance of unrecognized tax benefits at December 31, 2007 and March 31, 2008, were $2 million of tax benefits that, if recognized, would affect the effective tax rate. The Company
recognizes interest related to unrecognized tax benefits in interest expense and penalties as part of the income tax provision. As of March 31, 2008 the Companys accrual for interest and penalties was less than $1 million. The
Company is subject to taxation in the U.S. and various state and foreign jurisdictions. For jurisdictions in which the Company transacts significant business, tax years ending December 31, 2004 and later remain subject to examination by
tax authorities. We do not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.



10



---

##### Table of Contents

Note 8. Legal Proceedings

Various claims, lawsuits and administrative proceedings are pending or threatened against us and our subsidiaries, arising from the ordinary course of business with respect to commercial, intellectual property,
product liability and environmental matters. We believe that the ultimate resolution of the foregoing matters will not have a material effect on our financial condition or results of operations.

On January 30, 2006, Parker-Hannifin Corporation (Parker) filed a complaint and request for preliminary injunction against Wix
Filtration Corp. (Wix), which is a wholly owned subsidiary of Affinia, alleging patent infringement of four U.S. patents held by Parker. These patents cover an oil filter and fuel filter, designed for the Ford F-150 pickup truck, which
Parker was selling to Wix for sale into the automotive aftermarket prior to the complaint date. On May 8, 2008, Wix and Parker entered into a settlement agreement pursuant to which Wix agreed, without admitting liability, to pay $3.5 million to
Parker in three equal installments. The $3.5 million was accrued as of March 31, 2008. A copy of the settlement agreement is attached as Exhibit 10.1 herein.

On April 20, 2006, Heritage Equity Group (Heritage) and Beck Arnley Worldparts Corporation (Beck Arnley) filed suit against Affinia in the Rutherford County Chancery Court for the
State of Tennessee. The suit arises out of Affinias sale of Beck Arnley to Heritage and damages allegedly arising from a tax election which Affinia was required to make under the Purchase Agreement with Dana. On June 28, 2007, as
part of a settlement agreement, Beck Arnley dismissed its suit in Tennessee and agreed to pay on the original loan and royalty on a modified basis. However, immediately after signing the settlement agreement, Beck Arnley refused to make payment and
Affinia was forced to sue for default on the loan in Delaware. That suit, filed in October 2007 has been dismissed. The parties have entered into a settlement agreement as of March 2008. The settlement agreement increased the amount of the
loan, which is due from Beck Arnley, from $3 million to $3.4 million and interest will accrue annually initially at a rate of 10%.

On
December 12, 2007, Visteon Corporation filed suit in state court in Wayne County, Michigan against Affinia and various Wix legal entities for contribution to a claim that Visteon Corporation settled with Ford Motor Company related to the
recall of allegedly defective air filters sold by Wix. Affinia believes that it has a number of legal and factual defenses available to it and intends to vigorously defend itself in this matter.

The Company has various accruals for civil, environmental, product liability and other costs. If there is a range of equally probable outcomes, we accrue
the lower end of the range. The Company had $4 million and $3 million accrued as of March 31, 2008 and December 31, 2007, respectively. There are no recoveries expected from third parties.

Note 9. Restructuring of Operations

In 2005, we
announced two restructuring plans: (i) a restructuring plan that we announced at the beginning of 2005 as part of the Acquisition, also referred to herein as the acquisition restructuring and (ii) a restructuring plan that we announced at
the end of 2005, also referred to herein as the comprehensive restructuring. We have completed the acquisition restructuring and we are in the third year of the comprehensive restructuring program.



11



---

##### Table of Contents

In April 2008, we announced the closure of the El Talar, Argentina brake products manufacturing facility.
We expect the closure of this facility to be completed by the second quarter of 2008. The closure of the El Talar facility is expected to result in the Company incurring pre-tax charges of approximately $8.9 million. The following chart summarizes
the timing of the comprehensive restructuring activity to date:



|                            |  |                          |  |              
|--------------------------- |  | ------------------------ |  | -------------
|Facility                    |  | ClosureAnnouncement Date |  | Date Closed  
|Southampton (UK)            |  | December 2005            |  | 2nd Qtr. 2006
|Erie (PA)                   |  | March 2006               |  | 4th Qtr. 2006
|North East (PA)             |  | March 2006               |  | 4th Qtr. 2006
|McHenry (IL)                |  | March 2006               |  | 4th Qtr. 2006
|St. Catharines (ON, Canada) |  | June 2006                |  | 4th Qtr. 2006
|Cambridge (ON, Canada)      |  | September 2006           |  | 1st Qtr. 2007
|Cuba (MO)                   |  | October 2006             |  | 2nd Qtr. 2007
|Mississauga (ON, Canada)    |  | November 2006            |  | 4th Qtr. 2006
|Sudbury (ON, Canada)        |  | March 2007               |  | 2nd Qtr. 2007
|Mishawaka (IN)              |  | October 2007             |  | Open         
|El Talar (Argentina)        |  | April 2008               |  | Open         

In other comprehensive restructuring activity, we announced our intent to sell our Waupaca (WI)
facility. In addition, Quinton Hazell Automotive Limited (a UK subsidiary) entered into a warehousing and distribution agreement with Caterpillar Logistics Services (UK) Limited in 2006. The transition to the new warehousing and distribution center
occurred during the second and third quarters of 2007. During this transition period, we began marketing our Nuneaton (UK) distribution facility for sale. In October 2007, we finalized the sale of the facility for $6 million and recorded a
gain on sale of less than $0.2 million.

In connection with the comprehensive restructuring, we have recorded $105 million in
restructuring costs to date. We recorded $23 million in 2005, $40 million in 2006, $38 million for 2007, and $4 million during the first three months of 2008. The charges relating to the first three months of 2008 were recorded in selling, general
and administrative expense, which consists of employee termination costs and other exit costs. Severance costs are being accounted for in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
Activities and SFAS No. 112, Employers Accounting for Postemployment Benefits  an amendment of FASB Statements No. 5 and 43.We currently estimate that we will incur approximately $47 million more
of cash and non-cash restructuring costs in 2008 and 2009, aggregating to $152 million of total cash and non-cash restructuring costs.



12



---

##### Table of Contents

The following summarizes the restructuring charges and activity for all the Companys restructuring
programs (Dollars in Millions):



|                                    |  |   |  |   |    |  
|----------------------------------- |  | - |  | - | -- | -
|Balance at December 31, 2007        |  |   |  | $ | 10 |  
|Charges to expense:                 |  |   |  |   |    |  
|Employee termination benefits       |  | 2 |  |   |    |  
|Other expenses                      |  | 2 |  |   |    |  
|                                    |  |   | 
|Total restructuring expenses        |  |   |  |   | 4  |  
|Cash payments and asset write-offs: |  |   |  |   |    |  
|Cash payments                       |  |   |  |   | (6 | )
|Asset retirements and other         |  |   |  |   | (1 | )
|                                    |  |   |  |   |    |  
|Balance at March 31, 2008           |  |   |  | $ | 7  |  
|                                    |  |   |  |   |    |  

At March 31, 2008, $7 million of restructuring charges remained in other accrued liabilities,
relating to wage and healthcare continuation for severed employees and other termination costs. These remaining benefits are expected to be paid during 2008.

Note 10. Segment and Geographic Information

The Filtration segment, Brake North America and Asia segment, Commercial
Distribution South America segment, and the Chassis segment have been aggregated into one reportable business segment, which is the On and Off-Highway segment. The products, customer base, distribution channel, manufacturing process, procurement,
and economic characteristics are similar throughout all of the Companys operations. The Company also has two other reportable segments, which are Commercial Distribution Europe and Brake South America. Segment net sales, operating profit,
total assets, depreciation and capital expenditures were as follows (Dollars in Millions):



|                                       |  |                               |     |   |                               |   |     |                               |  |   |                               |   |  |   |    |  
|-------------------------------------- |  | ----------------------------- | --- | - | ----------------------------- | - | --- | ----------------------------- |  | - | ----------------------------- | - |  | - | -- | -
|                                       |  | Net Sales                     |     |   | Operating Profit              |  
|                                       |  | ThreeMonthsEndedMarch 31,2007 |     |   | ThreeMonthsEndedMarch 31,2008 |   |     | ThreeMonthsEndedMarch 31,2007 |  |   | ThreeMonthsEndedMarch 31,2008 |  
|On and Off-Highway segment             |  | $                             | 432 |   |                               | $ | 456 |                               |  | $ | 24                            |   |  | $ | 27 |  
|Commercial Distribution Europe segment |  |                               | 69  |   |                               |   | 72  |                               |  |   | (2                            | ) |  |   | (1 | )
|Brake South America segment            |  |                               | 7   |   |                               |   | 7   |                               |  |   | (1                            | ) |  |   | (1 | )
|Corporate, eliminations and other      |  |                               | (6  | ) |                               |   | (6  | )                             |  |   | (10                           | ) |  |   | (7 | )
|                                       |  |                               |     |   |                               |   |     |                               |  |   |                               |   |  |   |    |  
|                                       |  | $                             | 502 |   |                               | $ | 529 |                               |  | $ | 11                            |   |  | $ | 18 |  
|                                       |  |                               |     |   |                               |   |     |                               |  |   |                               |   |  |   |    |  



13



---

##### Table of Contents

|                                       |  |                  |       |                              |   |                               |  |                               |   |                               |   |                               |  |   |   |  |   |  
|-------------------------------------- |  | ---------------- | ----- | ---------------------------- | - | ----------------------------- |  | ----------------------------- | - | ----------------------------- | - | ----------------------------- |  | - | - |  | - | -
|                                       |  | Total Assets     |       | Depreciationand Amortization |   | CapitalExpenditures          
|                                       |  | December 31,2007 |       | March 31,2008                |   | ThreeMonthsEndedMarch 31,2007 |  | ThreeMonthsEndedMarch 31,2008 |   | ThreeMonthsEndedMarch 31,2007 |   | ThreeMonthsEndedMarch 31,2008
|On and Off-Highway segment             |  | $                | 1,186 |                              | $ | 1,234                         |  | $                             | 5 |                               | $ | 5                             |  | $ | 5 |  | $ | 5
|Commercial Distribution Europe segment |  |                  | 156   |                              |   | 162                           |  |                               | 1 |                               |   | 1                             |  |   |  |  |   | 
|Brake South America segment            |  |                  | 17    |                              |   | 17                            |  |                               |  |                               |   |                              |  |   |  |  |   | 1
|Corporate, eliminations and other      |  |                  | 98    |                              |   | 95                            |  |                               | 3 |                               |   | 3                             |  |   | 1 |  |   | 
|                                       |  |                  |       |                              |   |                               |  |                               |   |                               |   |                               |  |   |   |  |   |  
|                                       |  | $                | 1,457 |                              | $ | 1,508                         |  | $                             | 9 |                               | $ | 9                             |  | $ | 6 |  | $ | 6
|                                       |  |                  |       |                              |   |                               |  |                               |   |                               |   |                               |  |   |   |  |   |  

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



|                |  |                                 |     |                                 |   |    
|--------------- |  | ------------------------------- | --- | ------------------------------- | - | ---
|                |  | Three MonthsEnded March 31,2007 |     | Three MonthsEnded March 31,2008
|United States   |  | $                               | 278 |                                 | $ | 276
|Canada          |  |                                 | 47  |                                 |   | 34 
|Brazil          |  |                                 | 58  |                                 |   | 85 
|Other Countries |  |                                 | 119 |                                 |   | 134
|                |  |                                 |     |                                 |   |    
|                |  | $                               | 502 |                                 | $ | 529
|                |  |                                 |     |                                 |   |    

Long-lived assets by geographic region were as follows (Dollars in Millions):



|                |  |                  |     |               |   |    
|--------------- |  | ---------------- | --- | ------------- | - | ---
|                |  | December 31,2007 |     | March 31,2008
|United States   |  | $                | 293 |               | $ | 287
|Canada          |  |                  | 18  |               |   | 16 
|Brazil          |  |                  | 7   |               |   | 7  
|Other Countries |  |                  | 74  |               |   | 79 
|                |  |                  |     |               |   |    
|                |  | $                | 392 |               | $ | 389
|                |  |                  |     |               |   |    

Net sales by geographic region were determined based on origin of sale. Geographic data on
long-lived assets are comprised of property, plant and equipment, goodwill, other intangible assets and deferred financing costs.

We offer
primarily three types of products: brake products, which include brake drums, rotors, pads and shoes and hydraulic brake system components; filtration products, which include oil, fuel, air and other filters; and chassis products, which include
steering, suspension and driveline components. Additionally, we have our Commercial Distribution South America products and Commercial Distribution Europe products which offer brake, chassis, filtration and other products. The Commercial
Distribution Europe products includes our Quinton Hazell European parts operation. Quinton Hazell designs, manufactures, purchases and



14



---

##### Table of Contents

distributes a wide range of aftermarket replacement motor vehicle components for customers throughout Europe, primarily under the Quinton Hazell brand name.
Brake products are segregated below into Brake North America and Asia products and Brake South America products. The Companys sales by group of similar products are as follows:



|                                               |  |                                 |     |   |                                 |   |     |  
|---------------------------------------------- |  | ------------------------------- | --- | - | ------------------------------- | - | --- | -
|                                               |  | Three MonthsEnded March 31,2007 |     |   | Three MonthsEnded March 31,2008 |  
|Filtration products                            |  | $                               | 178 |   |                                 | $ | 183 |  
|Brake North America and Asia products          |  |                                 | 157 |   |                                 |   | 149 |  
|Commercial Distribution South America products |  |                                 | 61  |   |                                 |   | 87  |  
|Commercial Distribution European products      |  |                                 | 69  |   |                                 |   | 72  |  
|Chassis products                               |  |                                 | 36  |   |                                 |   | 37  |  
|Brake South America products                   |  |                                 | 7   |   |                                 |   | 7   |  
|Eliminations and other                         |  |                                 | (6  | ) |                                 |   | (6  | )
|                                               |  |                                 |     |   |                                 |   |     |  
|                                               |  | $                               | 502 |   |                                 | $ | 529 |  
|                                               |  |                                 |     |   |                                 |   |     |  

Note 12. Stock Option Plans

On July 20, 2005, we adopted a stock incentive plan with a maximum of 227,000 shares of common stock subject to awards. As of March 31, 2008, 205,163 shares had been awarded, which included 58,913 vested
shares and 146,250 unvested shares. Additionally, at March 31, 2008 there were 21,837 shares available for future stock option grants. Each option expires August 1, 2015. One-half of the options vest based on the performance of the Company
and the remaining portion vests at the end of each year ratably over the period from the year of the grant until December 31, 2009. The exercise price is $100 per option.

We account for our employee stock options under the fair value method of accounting using a Black-Scholes model to measure stock-based compensation
expense at the date of grant. Dividend yields were not a factor because there were no cash dividends declared during 2007 and the first three months of 2008. Our weighted-average Black-Scholes fair value assumptions include:



|                                                             |  |      |           |   |      |   |           |  
|------------------------------------------------------------ |  | ---- | --------- | - | ---- | - | --------- | -
|                                                             |  | 2007 |           |   | 2008 |  
|Weighted-average effective term                              |  |      | 5.5 years |   |      |   | 5.5 years |  
|Weighted-average risk free interest rate                     |  |      | 4.39      | % |      |   | 4.39      | %
|Weighted-average expected volatility                         |  |      | 39.6      | % |      |   | 39.6      | %
|Weighted-average fair value of options (Dollars in millions) |  | $    | 6         |   |      | $ | 6         |  



15



---

##### Table of Contents

The fair value of the stock option grants is amortized to expense over the vesting period. The Company
reduces the overall compensation expense by a turnover rate consistent with historical trends. Stock-based compensation expense, which was recorded in selling, general and administrative expenses, and related income tax benefits were less than $1
million for each of the three month periods ending March 31, 2007 and 2008. A summary of our stock-based compensation activity for the quarter ended March 31, 2008 is presented below:



|                                 |  |         |  
|-------------------------------- |  | ------- | -
|Outstanding at December 31, 2006 |  | 149,260 |  
|Granted                          |  | 82,050  |  
|Forfeited/expired                |  | (13,800 | )
|                                 |  |         |  
|Outstanding at December 31, 2007 |  | 217,510 |  
|Granted                          |  |        |  
|Forfeited/expired                |  | (12,347 | )
|                                 |  |         |  
|Balance at March 31, 2008        |  | 205,163 |  
|                                 |  |         |  

Note 13. Financial Information for Guarantors and Non-Guarantors

On November 30, 2004, the Company issued 9.0% senior subordinated notes due 2014 in the principal amount of $300 million. The senior subordinated
notes were offered only to qualified institutional buyers and certain persons in offshore transactions. The senior subordinated notes were subsequently registered under the Securities Act of 1933 pursuant to an exchange offer completed on
November 2, 2005. The senior subordinated notes are general obligations of Affinia Group Inc. and guaranteed by Affinia Group Intermediate Holdings Inc. (Parent) and all of the wholly owned current and future domestic subsidiaries.
These guarantors jointly and severally guarantee Affinias obligations under the senior subordinated notes and the guarantees represent full and unconditional obligations.

The following unaudited information presents Condensed Consolidating Statements of Operations for the three months ended March 31, 2007 and 2008,
Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2007 and 2008 and Condensed Consolidating Balance Sheets as of December 31, 2007 and March 31, 2008 to arrive at the information for the Company on
a consolidated basis. Other separate financial statements and other disclosures concerning the Parent and the Guarantors are not presented because management does not believe that such information is material to investors.



16



---

##### Table of Contents

Affinia Group Intermediate Holdings Inc.

Supplemental Guarantor

Condensed Consolidating Balance Sheet

December 31, 2007

(Dollars in Millions)



|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|----------------------------------------------------- |  | ------ | --- | ------ | - | ----- | --------- |  | ------------- | ----- | ------------ | - | --- | ----------------- | - | ------ | - |  | - | -----
|                                                      |  | Parent |     | Issuer |   |       | Guarantor |  | Non-Guarantor |       | Eliminations |   |     | ConsolidatedTotal
|Assets                                                |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Current assets:                                       |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Cash and cash equivalents                             |  | $      |    |        | $ | 20    |           |  | $             | 1     |              | $ | 38  |                   | $ |       |   |  | $ | 59   
|Accounts receivable                                   |  |        |    |        |   | 29    |           |  |               | 176   |              |   | 156 |                   |   |       |   |  |   | 361  
|Inventories                                           |  |        |    |        |   |      |           |  |               | 298   |              |   | 208 |                   |   |       |   |  |   | 506  
|Other current assets                                  |  |        |    |        |   | 15    |           |  |               | 2     |              |   | 27  |                   |   |       |   |  |   | 44   
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Total current assets                                  |  |        |    |        |   | 64    |           |  |               | 477   |              |   | 429 |                   |   |       |   |  |   | 970  
|Investments and other assets                          |  |        |    |        |   | 252   |           |  |               | 31    |              |   | 21  |                   |   |       |   |  |   | 304  
|Intercompany investments                              |  |        | 432 |        |   | 1,063 |           |  |               | 418   |              |   | 287 |                   |   | (2,200 | ) |  |   |     
|Intercompany receivables                              |  |        |    |        |   | (270  | )         |  |               | 227   |              |   | 43  |                   |   |       |   |  |   |     
|Property, plant and equipment, net                    |  |        |    |        |   | 11    |           |  |               | 89    |              |   | 83  |                   |   |       |   |  |   | 183  
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Total assets                                          |  | $      | 432 |        | $ | 1,120 |           |  | $             | 1,242 |              | $ | 863 |                   | $ | (2,200 | ) |  | $ | 1,457
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|                                                      |  |        |     |        |   |      
|Liabilities and Equity                                |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Current liabilities:                                  |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Accounts payable                                      |  | $      |    |        | $ | 12    |           |  | $             | 122   |              | $ | 106 |                   | $ |       |   |  | $ | 240  
|Accrued payroll and employee benefits                 |  |        |    |        |   | 8     |           |  |               | 6     |              |   | 13  |                   |   |       |   |  |   | 27   
|Other accrued liabilities                             |  |        |    |        |   | 55    |           |  |               | 33    |              |   | 46  |                   |   |       |   |  |   | 134  
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Total current liabilities                             |  |        |    |        |   | 75    |           |  |               | 161   |              |   | 165 |                   |   |       |   |  |   | 401  
|Deferred employee benefits and noncurrent liabilities |  |        |    |        |   | 9     |           |  |               |      |              |   | 16  |                   |   |       |   |  |   | 25   
|Long-term debt                                        |  |        |    |        |   | 597   |           |  |               |      |              |   |    |                   |   |       |   |  |   | 597  
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Total liabilities                                     |  |        |    |        |   | 681   |           |  |               | 161   |              |   | 181 |                   |   |       |   |  |   | 1,023
|Minority interest in consolidated subsidiaries        |  |        |    |        |   |      |           |  |               | 2     |              |   |    |                   |   |       |   |  |   | 2    
|Shareholders equity                                  |  |        | 432 |        |   | 439   |           |  |               | 1,079 |              |   | 682 |                   |   | (2,200 | ) |  |   | 432  
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Total liabilities and equity                          |  | $      | 432 |        | $ | 1,120 |           |  | $             | 1,242 |              | $ | 863 |                   | $ | (2,200 | ) |  | $ | 1,457
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      



17



---

##### Table of Contents

Affinia Group Intermediate Holdings Inc.

Supplemental Guarantor

Condensed Consolidating Balance Sheet

March 31, 2008

(Dollars
in Millions)



|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|----------------------------------------------------- |  | ------ | --- | ------ | - | ----- | --------- |  | ------------- | ----- | ------------ | - | --- | ----------------- | - | ------ | - |  | - | -----
|                                                      |  | Parent |     | Issuer |   |       | Guarantor |  | Non-Guarantor |       | Eliminations |   |     | ConsolidatedTotal
|Assets                                                |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Current assets:                                       |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Cash and cash equivalents                             |  | $      |    |        | $ | 43    |           |  | $             |      |              | $ | 28  |                   | $ |       |   |  | $ | 71   
|Accounts receivable                                   |  |        |    |        |   | 28    |           |  |               | 196   |              |   | 179 |                   |   |       |   |  |   | 403  
|Inventories                                           |  |        |    |        |   |      |           |  |               | 291   |              |   | 208 |                   |   |       |   |  |   | 499  
|Other current assets                                  |  |        |    |        |   | 15    |           |  |               | 1     |              |   | 29  |                   |   |       |   |  |   | 45   
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Total current assets                                  |  |        |    |        |   | 86    |           |  |               | 488   |              |   | 444 |                   |   |       |   |  |   | 1,018
|Investments and other assets                          |  |        |    |        |   | 254   |           |  |               | 29    |              |   | 21  |                   |   |       |   |  |   | 304  
|Intercompany investments                              |  |        | 446 |        |   | 1,079 |           |  |               | 434   |              |   | 311 |                   |   | (2,270 | ) |  |   |     
|Intercompany receivables                              |  |        |    |        |   | (284  | )         |  |               | 229   |              |   | 55  |                   |   |       |   |  |   |     
|Property, plant and equipment, net                    |  |        |    |        |   | 11    |           |  |               | 88    |              |   | 87  |                   |   |       |   |  |   | 186  
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Total assets                                          |  | $      | 446 |        | $ | 1,146 |           |  | $             | 1,268 |              | $ | 918 |                   | $ | (2,270 | ) |  | $ | 1,508
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|                                                      |  |        |     |        |   |      
|Liabilities and Equity                                |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Current liabilities:                                  |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Accounts payable                                      |  | $      |    |        | $ | 13    |           |  | $             | 136   |              | $ | 110 |                   | $ |       |   |  | $ | 259  
|Accrued payroll and employee benefits                 |  |        |    |        |   | 11    |           |  |               | 7     |              |   | 14  |                   |   |       |   |  |   | 32   
|Other accrued liabilities                             |  |        |    |        |   | 63    |           |  |               | 37    |              |   | 50  |                   |   |       |   |  |   | 150  
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Total current liabilities                             |  |        |    |        |   | 87    |           |  |               | 180   |              |   | 174 |                   |   |       |   |  |   | 441  
|Deferred employee benefits and noncurrent liabilities |  |        |    |        |   | 9     |           |  |               |      |              |   | 14  |                   |   |       |   |  |   | 23   
|Long-term debt                                        |  |        |    |        |   | 597   |           |  |               |      |              |   |    |                   |   |       |   |  |   | 597  
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Total liabilities                                     |  |        |    |        |   | 693   |           |  |               | 180   |              |   | 188 |                   |   |       |   |  |   | 1,061
|Minority interest in consolidated subsidiaries        |  |        |    |        |   |      |           |  |               | 1     |              |   |    |                   |   |       |   |  |   | 1    
|Shareholders equity                                  |  |        | 446 |        |   | 453   |           |  |               | 1,087 |              |   | 730 |                   |   | (2,270 | ) |  |   | 446  
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      
|Total liabilities and equity                          |  | $      | 446 |        | $ | 1,146 |           |  | $             | 1,268 |              | $ | 918 |                   | $ | (2,270 | ) |  | $ | 1,508
|                                                      |  |        |     |        |   |       |           |  |               |       |              |   |     |                   |   |        |   |  |   |      



18



---

##### Table of Contents

Affinia Group Intermediate Holdings Inc.

Supplemental Guarantor

Condensed Consolidating Statement of Operations

For the Three Months Ended March 31, 2007

(Dollars in Millions)



|                                                 |  |        |    |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|------------------------------------------------ |  | ------ | -- | - | ------ | - | --- | --------- |  | - | ------------- | - |  | ------------ | ---- | - | ----------------- | - | --- | - |  | - | ---- | -
|                                                 |  | Parent |    |   | Issuer |   |     | Guarantor |  |   | Non-Guarantor |   |  | Eliminations |      |   | ConsolidatedTotal |  
|Net sales                                        |  | $      |   |   |        | $ |    |           |  | $ | 289           |   |  | $            | 289  |   |                   | $ | (76 | ) |  | $ | 502  |  
|Cost of sales                                    |  |        |   |   |        |   |    |           |  |   | (221          | ) |  |              | (263 | ) |                   |   | 76  |   |  |   | (408 | )
|                                                 |  |        |    |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|Gross profit                                     |  |        |   |   |        |   |    |           |  |   | 68            |   |  |              | 26   |   |                   |   |    |   |  |   | 94   |  
|Selling, general and administrative expenses     |  |        |   |   |        |   | (10 | )         |  |   | (38           | ) |  |              | (35  | ) |                   |   |    |   |  |   | (83  | )
|                                                 |  |        |    |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|Operating (loss) profit                          |  |        |   |   |        |   | (10 | )         |  |   | 30            |   |  |              | (9   | ) |                   |   |    |   |  |   | 11   |  
|Other income (loss), net                         |  |        |   |   |        |   | 9   |           |  |   | (9            | ) |  |              | 1    |   |                   |   |    |   |  |   | 1    |  
|Interest expense                                 |  |        |   |   |        |   | (15 | )         |  |   |              |   |  |              |     |   |                   |   |    |   |  |   | (15  | )
|                                                 |  |        |    |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|(Loss) income before taxes and minority interest |  |        |   |   |        |   | (16 | )         |  |   | 21            |   |  |              | (8   | ) |                   |   |    |   |  |   | (3   | )
|Income tax (benefit) provision                   |  |        |   |   |        |   | (2  | )         |  |   |              |   |  |              | 2    |   |                   |   |    |   |  |   |     |  
|                                                 |  |        |    |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|(Loss) income from continuing operations         |  |        |   |   |        |   | (14 | )         |  |   | 21            |   |  |              | (10  | ) |                   |   |    |   |  |   | (3   | )
|Equity interest in income, net of tax            |  |        | (3 | ) |        |   | 14  |           |  |   | 1             |   |  |              | 5    |   |                   |   | (17 | ) |  |   |     |  
|                                                 |  |        |    |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|Net (loss) income                                |  | $      | (3 | ) |        |   |    |           |  | $ | 22            |   |  | $            | (5   | ) |                   | $ | (17 | ) |  | $ | (3   | )
|                                                 |  |        |    |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  



19



---

##### Table of Contents

Affinia Group Intermediate Holdings Inc.

Supplemental Guarantor

Condensed Consolidating Statement of Operations

For the Three Months Ended March 31, 2008

(Dollars in Millions)



|                                                 |  |        |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|------------------------------------------------ |  | ------ | - | ------ | - | --- | --------- |  | - | ------------- | - |  | ------------ | ---- | - | ----------------- | - | --- | - |  | - | ---- | -
|                                                 |  | Parent |   | Issuer |   |     | Guarantor |  |   | Non-Guarantor |   |  | Eliminations |      |   | ConsolidatedTotal |  
|Net sales                                        |  | $      |  |        | $ |    |           |  | $ | 277           |   |  | $            | 319  |   |                   | $ | (67 | ) |  | $ | 529  |  
|Cost of sales                                    |  |        |  |        |   |    |           |  |   | (220          | ) |  |              | (281 | ) |                   |   | 67  |   |  |   | (434 | )
|                                                 |  |        |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|Gross profit                                     |  |        |  |        |   |    |           |  |   | 57            |   |  |              | 38   |   |                   |   |    |   |  |   | 95   |  
|Selling, general and administrative expenses     |  |        |  |        |   | (5  | )         |  |   | (41           | ) |  |              | (31  | ) |                   |   |    |   |  |   | (77  | )
|                                                 |  |        |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|Operating (loss) profit                          |  |        |  |        |   | (5  | )         |  |   | 16            |   |  |              | 7    |   |                   |   |    |   |  |   | 18   |  
|Other income (loss), net                         |  |        |  |        |   | 7   |           |  |   | (7            | ) |  |              |     |   |                   |   |    |   |  |   |     |  
|Interest expense                                 |  |        |  |        |   | (14 | )         |  |   |              |   |  |              |     |   |                   |   |    |   |  |   | (14  | )
|                                                 |  |        |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|(Loss) income before taxes and minority interest |  |        |  |        |   | (12 | )         |  |   | 9             |   |  |              | 7    |   |                   |   |    |   |  |   | 4    |  
|Income tax (benefit) provision                   |  |        |  |        |   | (3  | )         |  |   |              |   |  |              | 4    |   |                   |   |    |   |  |   | 1    |  
|                                                 |  |        |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|(Loss) income from continuing operations         |  |        |  |        |   | (9  | )         |  |   | 9             |   |  |              | 3    |   |                   |   |    |   |  |   | 3    |  
|Equity interest in income, net of tax            |  |        | 3 |        |   | 16  |           |  |   | 16            |   |  |              | 24   |   |                   |   | (59 | ) |  |   |     |  
|                                                 |  |        |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  
|Net (loss) income                                |  | $      | 3 |        |   | 7   |           |  | $ | 25            |   |  | $            | 27   |   |                   | $ | (59 | ) |  | $ | 3    |  
|                                                 |  |        |   |        |   |     |           |  |   |               |   |  |              |      |   |                   |   |     |   |  |   |      |  



20



---

##### Table of Contents

Affinia Group Intermediate Holdings Inc.

Supplemental Guarantor

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2007

(Dollars in Millions)



|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ------ | -- | - | ------ | - | --- | --------- |  | - | ------------- | - |  | ----------- | --- | - | ----------------- | - | --- | - |  | - | --- | -
|                                                                                                                              |  | Parent |    |   | Issuer |   |     | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | ConsolidatedTotal |  
|Operating activities                                                                                                          |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Net (loss) income                                                                                                             |  | $      | (3 | ) |        | $ |    |           |  | $ | 22            |   |  | $           | (5  | ) |                   | $ | (17 | ) |  | $ | (3  | )
|Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities: |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Depreciation and amortization                                                                                                 |  |        |   |   |        |   | 3   |           |  |   | 3             |   |  |             | 3   |   |                   |   |    |   |  |   | 9   |  
|Provision for deferred income taxes                                                                                           |  |        |   |   |        |   | (1  | )         |  |   |              |   |  |             | (2  | ) |                   |   |    |   |  |   | (3  | )
|Change in current assets and liabilities:                                                                                     |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Equity in income                                                                                                              |  |        | 3  |   |        |   | (14 | )         |  |   | (1            | ) |  |             | (5  | ) |                   |   | 17  |   |  |   |    |  
|Trade accounts receivable                                                                                                     |  |        |   |   |        |   | 1   |           |  |   | (7            | ) |  |             | (17 | ) |                   |   |    |   |  |   | (23 | )
|Inventories                                                                                                                   |  |        |   |   |        |   |    |           |  |   | (28           | ) |  |             | (11 | ) |                   |   |    |   |  |   | (39 | )
|Other operating assets                                                                                                        |  |        |   |   |        |   | 28  |           |  |   | (1            | ) |  |             | (9  | ) |                   |   |    |   |  |   | 18  |  
|Other operating liabilities                                                                                                   |  |        |   |   |        |   | (27 | )         |  |   | 11            |   |  |             | 52  |   |                   |   |    |   |  |   | 36  |  
|Other                                                                                                                         |  |        |   |   |        |   | 28  |           |  |   | 2             |   |  |             | (22 | ) |                   |   |    |   |  |   | 8   |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Net cash provided by (used in) operating activities                                                                           |  |        |   |   |        |   | 18  |           |  |   | 1             |   |  |             | (16 | ) |                   |   |    |   |  |   | 3   |  
|                                                                                                                              |  |        |    |   |        |  
|Investing activities                                                                                                          |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Proceeds from sale of assets                                                                                                  |  |        |   |   |        |   |    |           |  |   | 2             |   |  |             | 1   |   |                   |   |    |   |  |   | 3   |  
|Additions to property, plant, and equipment                                                                                   |  |        |   |   |        |   | (1  | )         |  |   | (3            | ) |  |             | (2  | ) |                   |   |    |   |  |   | (6  | )
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Net cash used in investing activities                                                                                         |  |        |   |   |        |   | (1  | )         |  |   | (1            | ) |  |             | (1  | ) |                   |   |    |   |  |   | (3  | )
|                                                                                                                              |  |        |    |   |        |  
|Financing activities                                                                                                          |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Proceeds from debt                                                                                                            |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Net cash provided by (used in) financing activities                                                                           |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Effect of exchange rates on cash                                                                                              |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Change in cash and cash equivalents                                                                                           |  |        |   |   |        |   | 17  |           |  |   |              |   |  |             | (17 | ) |                   |   |    |   |  |   |    |  
|Cash and cash equivalents at beginning of period                                                                              |  |        |   |   |        |   | 19  |           |  |   |              |   |  |             | 51  |   |                   |   |    |   |  |   | 70  |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Cash and cash equivalents at end of period                                                                                    |  | $      |   |   |        | $ | 36  |           |  | $ |              |   |  | $           | 34  |   |                   | $ |    |   |  | $ | 70  |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  



21



---

##### Table of Contents

Affinia Group Intermediate Holdings Inc.

Supplemental Guarantor

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2008

(Dollars in Millions)



|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ------ | -- | - | ------ | - | --- | --------- |  | - | ------------- | - |  | ----------- | --- | - | ----------------- | - | --- | - |  | - | --- | -
|                                                                                                                              |  | Parent |    |   | Issuer |   |     | Guarantor |  |   | Non-Guarantor |   |  | Elimination |     |   | ConsolidatedTotal |  
|Operating activities                                                                                                          |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Net (loss) income                                                                                                             |  | $      | 3  |   |        | $ | 7   |           |  | $ | 25            |   |  | $           | 27  |   |                   | $ | (59 | ) |  | $ | 3   |  
|Adjustments to reconcile net (loss) income from continuing operations to net cash provided by (used in) operating activities: |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Depreciation and amortization                                                                                                 |  |        |   |   |        |   | 3   |           |  |   | 3             |   |  |             | 3   |   |                   |   |    |   |  |   | 9   |  
|Impairment of assets                                                                                                          |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Stock-based compensation                                                                                                      |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Deferred income taxes                                                                                                         |  |        |   |   |        |   | (14 | )         |  |   |              |   |  |             | 10  |   |                   |   |    |   |  |   | (4  | )
|Equity in income                                                                                                              |  |        | (3 | ) |        |   | (16 | )         |  |   | (16           | ) |  |             | (24 | ) |                   |   | 59  |   |  |   |    |  
|Change in trade accounts receivable                                                                                           |  |        |   |   |        |   | 1   |           |  |   | (20           | ) |  |             | (23 | ) |                   |   |    |   |  |   | (42 | )
|Change in inventories                                                                                                         |  |        |   |   |        |   |    |           |  |   | 7             |   |  |             |    |   |                   |   |    |   |  |   | 7   |  
|Change in other current operating assets                                                                                      |  |        |   |   |        |   |    |           |  |   | 1             |   |  |             | (2  | ) |                   |   |    |   |  |   | (1  | )
|Change in other current operating liabilities                                                                                 |  |        |   |   |        |   | 12  |           |  |   | 19            |   |  |             | 9   |   |                   |   |    |   |  |   | 40  |  
|Change in other                                                                                                               |  |        |   |   |        |   | 30  |           |  |   | (17           | ) |  |             | (7  | ) |                   |   |    |   |  |   | 6   |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Net cash (used in) provided by operating activities of continuing operations                                                  |  |        |   |   |        |   | 23  |           |  |   | 2             |   |  |             | (7  | ) |                   |   |    |   |  |   | 18  |  
|Net cash provided by operating activities of discontinued operations                                                          |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Net cash (used in) provided by operating activities                                                                           |  |        |   |   |        |   | 23  |           |  |   | 2             |   |  |             | (7  | ) |                   |   |    |   |  |   | 18  |  
|                                                                                                                              |  |        |    |   |        |  
|Investing activities                                                                                                          |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Proceeds from sale of assets                                                                                                  |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Additions to property, plant and equipment, net                                                                               |  |        |   |   |        |   |    |           |  |   | (3            | ) |  |             | (3  | ) |                   |   |    |   |  |   | (6  | )
|Other investing activities                                                                                                    |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Net cash used in investing activities                                                                                         |  |        |   |   |        |   |    |           |  |   | (3            | ) |  |             | (3  | ) |                   |   |    |   |  |   | (6  | )
|                                                                                                                              |  |        |    |   |        |  
|Financing activities                                                                                                          |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Short-term debt, net                                                                                                          |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Payment of long-term debt                                                                                                     |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Capital contribution                                                                                                          |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Net transactions with Parent                                                                                                  |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Net cash provided by (used in) financing activities of continuing operations                                                  |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Net cash used in financing activities of discontinued operations                                                              |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Net cash provided by (used in) financing activities                                                                           |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Effect of exchange rates on cash                                                                                              |  |        |   |   |        |   |    |           |  |   |              |   |  |             |    |   |                   |   |    |   |  |   |    |  
|Change in cash and cash equivalents                                                                                           |  |        |   |   |        |   | 23  |           |  |   | (1            | ) |  |             | (10 | ) |                   |   |    |   |  |   | 12  |  
|Cash and cash equivalents at beginning of period                                                                              |  |        |   |   |        |   | 20  |           |  |   | 1             |   |  |             | 38  |   |                   |   |    |   |  |   | 59  |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  
|Cash and cash equivalents at end of period                                                                                    |  | $      |   |   |        | $ | 43  |           |  | $ |              |   |  | $           | 28  |   |                   | $ |    |   |  | $ | 71  |  
|                                                                                                                              |  |        |    |   |        |   |     |           |  |   |               |   |  |             |     |   |                   |   |     |   |  |   |     |  



22



---

##### Table of Contents

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

Company Overview

Affinia is a global leader in the on and off-highway replacement products and
services industry. We derive approximately 96% of our sales from this industry and, as a result, are not directly affected by the market cyclicality of the automotive original equipment manufacturers. Our broad range of brake, filtration, chassis
products and other aftermarket products are sold in North America, Europe, South America, Asia and Africa.

We believe our key
advantages as a leading on and off-highway replacement products and services company are a broad product offering, quality products, brand recognition (e.g., Wix and Raybestos), value-added services, and distribution and global sourcing
capabilities. Due to these key advantages, we believe we hold the number one market position in North America in filtration products and in brake component sales and the number two market position in North America in chassis component sales.
Additionally, we hold a significant presence in South America and Europe, which we believe is demonstrated by our number three position as a distributor of aftermarket parts in Brazil and our number one position in filtration products in Poland and
a leader in various other countries. Among the value-added services we bring to our customers are a customer focused sales force, professional tech support, and e-cataloguing services to name a few. The value we bring to our customers has been
recognized with numerous awards over the last several years. We believe that these key advantages strategically position us for growth in North America and globally.

Over the last several years, our brake products have experienced intensified competition from low cost offshore suppliers. To successfully compete in todays global market-driven economy, Affinia is focused on
becoming a world class global manufacturer and distributor of on and off highway replacement products and services. Our comprehensive global restructuring plan is designed to meet the changing environment. We have closed approximately 16 Brake
facilities during the last three years and have shifted some of the manufacturing base to countries such as China, India and Mexico.

We
are also focusing on expanding manufacturing capabilities globally to position our Company to take advantage of global growth opportunities. Currently, we have manufacturing and distribution operations in North America, South America and Europe and
we also have joint ventures in Asia. In the future we plan to sell our broad product offering in the Asian markets and expand our manufacturing capabilities in Asia. The percentage of sales by geographic region for the first quarter of 2008 and 2007
is outlined in the charts below:



23



---

##### Table of Contents

LOGO

As shown in the charts above we have experienced growth in our international markets in 2008 in comparison to
2007. We continue to expand our global capabilities as we pursue our objective of becoming a world class on and off-highway replacement products and services company. We have made recent progress in meeting these globalization objectives.



| |  |  | We recently had the ground-breaking ceremony of our future Affinia site in India, which will produce friction products.
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | Our first filter manufacturing operation in Mexico was opened in the third quarter of 2007. During 2008 the manufacturing operation will be brought up to full
capacity. This operation will serve markets in both North America and Central America.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We opened a new filter manufacturing plant in Ukraine on April 1, 2007 to help meet increased demand for filtration products in Eastern Europe.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In November 2007, we purchased certain assets of Brake Pro, Ltd., a Canadian company, including the Brake Pro brand name, which is a highly respected name in
the heavy duty product market. This purchase expanded our presence in the global heavy duty brake market, and the Brake Pro line gives us a product offering for severe duty applications such as waste handling equipment, logging equipment,
construction vehicles and transit applications. During the first quarter of 2008, we began manufacturing the Brake Pro products.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Prior to October of 2007, we used the Raybestos brand name under a licensing agreement. During the month of October 2007, we purchased the Raybestos brand name
from Raybestos Products Company. With the purchase of this brand name, we have acquired one of the premier brand names in the aftermarket industry that we can now use on a variety of products throughout the world. We recently began leveraging the
Raybestos name on a new product line of hub assemblies.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24



---

##### Table of Contents

Restructuring Activity

In 2005, we announced two restructuring plans: (i) a restructuring plan that we announced at the beginning of 2005 as part of the Acquisition, also referred to herein as the acquisition restructuring and
(ii) a restructuring plan that we announced at the end of 2005, also referred to herein as the comprehensive restructuring. We have completed the acquisition restructuring and we are in the third year of the comprehensive restructuring program.
In April we announced the closure of the El Talar, Argentina brake products manufacturing facility. We expect the closure of this facility to be completed by the second quarter of 2008. This action is expected to result in the Company incurring
pre-tax charges of approximately $8.9 million.

In connection with the comprehensive restructuring, we have recorded $105 million in
restructuring costs to date. We recorded $23 million in 2005, $40 million in 2006, $38 million for 2007, and $4 million during the first three months of 2008. The charges relating to the first three months of 2008 were recorded in selling, general
and administrative expense which consists of employee termination costs and other exit costs. Severance costs are being accounted for in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
Activitiesand SFAS No. 112, Employers Accounting for Postemployment Benefits  an amendment of FASB Statements No. 5 and 43.We currently estimate that we will incur approximately $47 million more
of cash and non-cash restructuring costs in 2008 and 2009, aggregating to $152 million of total cash and non-cash restructuring costs. There may be some small trailing liabilities that run into the beginning of 2009 depending on the progression of
the plan and the sale of our facilities.

Critical Accounting Policies

The Companys critical accounting policies are those related to asset impairment, inventories, revenue recognition, sales returns and rebates, estimated costs related to product warranties, pensions, income
taxes, contingency reserves and restructuring expenses. These policies are more fully described in the notes to the consolidated financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2007.

The preparation of interim financial statements involves the use of certain estimates that are consistent with those used in the
preparation of the annual financial statements.

Basis of Presentation

The On and Off-highway segment is comprised of the following operations: Filtration, Brake North America and Asia, Commercial Distribution South America, and Chassis. The Company also has two other reportable
segments, which are Commercial Distribution Europe and Brake South America. In the Results of Operations tables below, we have identified in tabular format the revenue by product.

During the first quarter of 2008, we divided the reporting structure of our Brake products into Brake North America and Asia products and Brake South
America products.

Results of Operations

Quarter Ended March 31, 2008 compared to the Quarter Ended March 31, 2007

The following table summarizes the
consolidated results for the quarter ended March 31, 2008 and the consolidated results for the quarter ended March 31, 2007 (Dollars in Millions):



25



---

##### Table of Contents

|                                                                   |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   
|------------------------------------------------------------------ |  | ------------------------------------- | ---- | - | ------------------------------------- | - | ---- | ------------ |  | - | ------------- | - |  | ---- | --
|                                                                   |  | ConsolidatedQuarterEndedMarch 31,2007 |      |   | ConsolidatedQuarterEndedMarch 31,2008 |   |      | DollarChange |  |   | PercentChange |  
|Net sales                                                          |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   
|Filtration products                                                |  |                                       | 178  |   |                                       |   | 183  |              |  |   | 5             |   |  | 3    | % 
|Brake North America and Asia products                              |  |                                       | 157  |   |                                       |   | 149  |              |  |   | (8            | ) |  | (5   | )%
|Commercial Distribution South America products                     |  |                                       | 61   |   |                                       |   | 87   |              |  |   | 26            |   |  | 43   | % 
|Chassis products                                                   |  |                                       | 36   |   |                                       |   | 37   |              |  |   | 1             |   |  | 3    | % 
|                                                                   |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   
|On and Off-Highway segment                                         |  |                                       | 432  |   |                                       |   | 456  |              |  |   | 24            |   |  | 6    | % 
|Commercial Distribution Europe segment                             |  |                                       | 69   |   |                                       |   | 72   |              |  |   | 3             |   |  | 4    | % 
|Brake South America segment                                        |  |                                       | 7    |   |                                       |   | 7    |              |  |   |              |   |  | N    | M 
|Eliminations and other                                             |  |                                       | (6   | ) |                                       |   | (6   | )            |  |   |              |   |  | N    | M 
|                                                                   |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   
|Total net sales                                                    |  |                                       | 502  |   |                                       |   | 529  |              |  |   | 27            |   |  | 5    | % 
|Cost of sales                                                      |  |                                       | (408 | ) |                                       |   | (434 | )            |  |   | (26           | ) |  | (6   | )%
|                                                                   |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   
|Gross profit                                                       |  |                                       | 94   |   |                                       |   | 95   |              |  |   | 1             |   |  | 1    | % 
|Gross margin                                                       |  |                                       | 19   | % |                                       |   | 18   | %            |  |   |               |   |  |      |   
|Selling, general and administrative expenses(1)                    |  |                                       | (83  | ) |                                       |   | (77  | )            |  |   | 6             |   |  | 7    | % 
|Selling, general and administrative expenses as a percent of sales |  |                                       | 17   | % |                                       |   | 15   | %            |  |   |               |   |  |      |   
|                                                                   |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   
|Operating profit (loss)                                            |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   
|On and Off-Highway segment                                         |  |                                       | 24   |   |                                       |   | 27   |              |  |   | 3             |   |  | 13   | % 
|Commercial Distribution Europe segment                             |  |                                       | (2   | ) |                                       |   | (1   | )            |  |   | 1             |   |  | 50   | % 
|Brake South America segment                                        |  |                                       | (1   | ) |                                       |   | (1   | )            |  |   |              |   |  | N    | M 
|Corporate and other                                                |  |                                       | (10  | ) |                                       |   | (7   | )            |  |   | 3             |   |  | 30   | % 
|                                                                   |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   
|Operating profit                                                   |  |                                       | 11   |   |                                       |   | 18   |              |  |   | 7             |   |  | 64   | % 
|Operating margin                                                   |  |                                       | 2    | % |                                       |   | 3    | %            |  |   |               |   |  |      |   
|Other income, net                                                  |  |                                       | 1    |   |                                       |   |     |              |  |   | (1            | ) |  | (100 | )%
|Interest expense                                                   |  |                                       | (15  | ) |                                       |   | (14  | )            |  |   | 1             |   |  | 7    | % 
|                                                                   |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   
|Income (loss) before income tax provision                          |  |                                       | (3   | ) |                                       |   | 4    |              |  |   | 7             |   |  | 233  | % 
|Income tax provision                                               |  |                                       |     |   |                                       |   | 1    |              |  |   | 1             |   |  | NM   | % 
|                                                                   |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   
|Net income (loss)                                                  |  | $                                     | (3   | ) |                                       | $ | 3    |              |  | $ | 6             |   |  | 200  | % 
|                                                                   |  |                                       |      |   |                                       |   |      |              |  |   |               |   |  |      |   



|(1) | We recorded $8 million and $4 million of restructuring costs in selling, general and administrative expenses for the first quarter of 2007 and 2008, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

NM (Not Meaningful)

Net sales. On and Off-Highway segmentnet sales increased in the first quarter of 2008 in comparison to the first quarter of 2007 due mainly to the increase in our Commercial Distribution South America productsales. The Commercial Distribution South America product operations are mainly comprised of our Brazilian operations. Our Brazilian operations sales increased in the first quarter due to currency translation gains and volume increases. The
sales increased by $15 million due to the Brazilian Real increasing in strength against the U.S. Dollar. The Brazilian operation also had significant increases in volume in the first quarter due to favorable market conditions in their domestic
aftermarket.



26



---

##### Table of Contents

Filtration products salesincreased in the first quarter of 2008 in comparison to the first
quarter of 2007. A contributing factor to the increase in Filtration product sales was the strengthening of the Polish Zloty against the U.S. Dollar. Additionally, we opened a new facility in 2007 in Ukraine, which contributed $2 million to the
increase in sales. Offsetting the increased sales in Ukraine and Poland were decreases in sales to traditional North America aftermarket customers due to soft domestic conditions.

Brake North America and Asia product salesdecreased in the first quarter of 2008 in comparison to the first quarter of 2007. As planned,
certain non profitable original equipment manufacturer and Comanufacturing (which is defined as buy and sell agreements between competitors) contracts have not been renewed thus reducing sales by $12 million. Partially, offsetting the decrease was a
$3 million increase in original equipment supplier sales.

Chassis product sales increased by 3% in the first quarter of 2008
in comparison to the first quarter of the prior year due to the strengthening of the Canadian dollar against the U.S. Dollar.

Commercial Distribution Europe segmentsales increased in the first quarter of 2008 in comparison to the first quarter of 2007 due to currency translation gains. The increase in sales can be attributed mainly to the Euro
increasing in strength against the U.S. Dollar.

Cost of sales/Gross Margin. The gross margin for the first quarter of 2008
decreased to 18% from 19% in the first quarter of 2007. The comprehensive restructuring program has led to improved gross margins in our Brake North America and Asia products and Commercial Distribution Europe segment. However, more than offsetting
these increases were higher costs related to freight, steel, and oil-based products.

Selling, general and administrative
expenses. Our selling, general and administrative expenses for the first quarter of 2008 decreased from the first quarter of 2007. During the first quarter of 2008, we had decreases in restructuring, advertising, and changeover expenses.
Changeover refers to the conversion costs of new customers to our products. Aftermarket distributors typically source their product lines at a particular price point and product category with one full-line supplier, such as our company,
which covers substantially all of their product requirements. Switching to a new supplier typically requires that a distributor or supplier make a substantial investment to purchase, or changeover to, the new suppliers products.

Operating profit. Our operating profit increased in the first quarter of 2008 in comparison to the first quarter of
2007 due to the reduction of selling, general and administrative expenses. On and Off-Highway segment operating profit increased in the first quarter of 2008 in comparison to the first quarter of 2007 due to the sales volume increases in our
Commercial Distribution South America products and the reduction in selling, general and administrative expenses. The Commercial Distribution Europe segmentoperating profit increased in the first quarter of 2008 in comparison to 2007 due to
the improved gross margin, which was partially attributable to the improvements made in the comprehensive restructuring program. TheBrake South America segment operating profit in the first quarter of 2008 remained at the same level as the
2007 first quarter.

Interest expense. Interest expense in 2008 decreased marginally in comparison to last year. Interest
expense was slightly lower due to lower variable short term interest rates.

Income tax provision. The income tax provision
for the first quarter of 2008 increased by $1 million in comparison to the first quarter of 2007. The increase in the tax provision was due to an increase in pre-tax income in 2008 from a pre-tax loss in 2007.

Net income (loss).Net income increased by $6 million in the first quarter of 2008 in comparison to the first quarter of 2007 due mainly to
the reduction in selling, general and administrative expenses.



27



---

##### Table of Contents

Liquidity and Capital Resources

The Companys primary source of liquidity is cash flow from operations. We also have availability under our revolving credit facility and receivables facility, subject to certain requirements. Our primary
liquidity requirements are expected to be for debt servicing, working capital, restructuring obligations and capital spending. Our liquidity requirements are significant, primarily due to debt service requirements and restructuring.

As of March 31, 2008, we had $597 million in aggregate indebtedness, with an additional $104 million of borrowing capacity available under our
revolving credit facility, after giving effect to $21 million in outstanding letters of credit, which reduced the amount available. We had no amounts outstanding under our trade accounts receivable securitization program (the Receivables
Facility) as of March 31, 2008 and December 31, 2007. The Receivables Facility provides for a maximum capacity of $100 million subject to certain adjustments. In addition, we had cash and cash equivalents of $59 million and $71
million as of December 31, 2007 and March 31, 2008, respectively.

We spent $6 million on capital expenditures during the first
quarter of 2007 and 2008. Based on the current level of operations, the Company believes that cash flow from operations and available cash, together with available borrowings under its revolving credit facility and Receivables Facility, will be
adequate to meet liquidity needs and restructuring plans and to fund planned capital expenditures.

Net cash provided by operating
activities

Net cash provided by or used in operating activities for the three months ended March 31, 2007 and 2008 was a $3
million source of cash and an $18 million source of cash, respectively. There were significant changes in the following operating activities:



|                                                                   |  |                                 |     |   |                                 |   |     |  
|------------------------------------------------------------------ |  | ------------------------------- | --- | - | ------------------------------- | - | --- | -
|                                                                   |  | Three MonthsEnded March 31,2007 |     |   | Three MonthsEnded March 31,2008 |  
|Summary of significant changes in operating activities:            |  |                                 |     |   |                                 |   |     |  
|Net (loss) income                                                  |  | $                               | (3  | ) |                                 | $ | 3   |  
|Change in accounts receivable                                      |  |                                 | (23 | ) |                                 |   | (42 | )
|Change in inventories                                              |  |                                 | (39 | ) |                                 |   | 7   |  
|Change in payables                                                 |  |                                 | 18  |   |                                 |   | 19  |  
|Change in other operating assets                                   |  |                                 | 18  |   |                                 |   | (1  | )
|                                                                   |  |                                 |     |   |                                 |   |     |  
|Subtotal                                                           |  |                                 | (29 | ) |                                 |   | (14 | )
|                                                                   |  |                                
|Other less significant changes in operating activities             |  |                                 | 32  |   |                                 |   | 32  |  
|                                                                   |  |                                 |     |   |                                 |   |     |  
|Net cash provided by operating activities from cash flow statement |  | $                               | 3   |   |                                 | $ | 18  |  

Trade accounts receivable  The change in accounts receivable was a higher use of cash in the
first quarter of 2008 due partially to the higher sales in the first quarter of 2008.

Inventories  The change in inventories was a
source of cash in 2008 as opposed to a use of cash in 2007. During the first quarter of 2007, inventory increased $39 million from December 31, 2006 due in part to the transition in the restructuring program. We built up inventory levels as we
closed plants and transitioned production to other low cost sources. During the first quarter of 2008, we had no need to build inventory levels for further transitioning activities so we cut production levels in some of our domestic facilities in
comparison to the first quarter of 2007.



28



---

##### Table of Contents

Other operating assets  The change in other operating assets was a use of cash in 2008 compared to
a source of cash in 2007. Other operating assets was a source of cash in the prior year primarily due to a payment received on a non trade receivable.

Net cash used in investing activities

Net cash used in investing activities for the three months
ended March 31, 2007 and 2008 was $3 million and $6 million, respectively. We received $3 million of proceeds from sales of assets in the first three months of 2007, as compared to $0.2 million in 2008. The proceeds received in the first three
months of 2007 mainly related to the sale of assets as part of the comprehensive restructuring plan. In addition, we spent $6 million on capital expenditures during the three months ended March 31, 2007 and March 31, 2008.

Net cash provided by or used in financing activities

For the three months ended March 31, 2007, and also for the three months ended March 31, 2008, there were no cash flows provided by or used in financing activities.

Senior credit facilities.Our senior credit facilities consist of a revolving credit facility and a term loan facility. Our revolving credit
facility provides for loans in a total principal amount of up to $125 million and matures in 2010. Our term loan facility provides for up to $350 million of which $297 million is outstanding at March 31, 2008 and matures in 2011. Proceeds from
the term loan were used to fund the Acquisition.

On November 30, 2004, in connection with the Acquisition, Affinia established
financing arrangements with third-party lenders (the lenders) that provide senior credit facilities consisting of a revolving credit facility and a term loan facility that are unconditionally guaranteed by the parent, and certain
domestic subsidiaries of Affinia (collectively, the Guarantors). The repayment of these facilities is secured by substantially all the assets of the Guarantors, including, but not limited to, a pledge of their capital stock and 65
percent of the capital stock of non-U.S. subsidiaries owned directly by the Guarantors. The revolving credit facility, which expires on November 30, 2010, provides for borrowings of up to $125 million through a syndicate of lenders. The
revolving credit facility also includes borrowing capacity available for letters of credit. As of March 31, 2008, the Company had $21 million in outstanding letters of credit, none of which had been drawn against. There were no other amounts
outstanding under the revolving credit facility at March 31, 2008. The term loan facility provided for a $350 million term loan with a maturity of seven years, of which $297 million was outstanding at March 31, 2008. On December 12,
2005, in connection with the comprehensive restructuring, certain provisions applicable to the senior credit facilities were amended.

The
senior credit facilities, as amended, bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the lender's prime rate and (2) the federal funds
rate plus one-half of 1% or (b) LIBOR rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin for borrowings
under the term loan facility is 2.00% with respect to base rate borrowings and 3.00% with respect to LIBOR borrowings. The applicable margin for borrowings under the revolving credit facility and the term loan facility may be reduced subject to our
attaining certain leverage ratios or increased based on certain credit ratings as determined by Moodys and Standard & Poors.

In addition to paying interest on the outstanding principal under the senior credit facilities, we are required to pay a commitment fee, which was less than $1 million in the first quarter of 2008, to the lenders under the revolving credit
facility in respect of the unutilized commitments at a rate equal to 0.50% per annum. We also paid customary letter of credit fees.

The senior credit facilities contain a number of covenants that, among other things and subject to certain exceptions, restrict our ability, and the ability of our subsidiaries, to sell assets, incur additional indebtedness or issue
preferred stock, repay other indebtedness (including our senior subordinated notes), pay certain dividends and distributions or repurchase our capital stock, create liens on assets, make investments, loans or advances, make certain acquisitions,
engage in mergers or consolidations, enter into sale



29



---

##### Table of Contents

and leaseback transactions, engage in certain transactions with affiliates, amend certain material agreements governing our indebtedness (including our
senior subordinated notes), and change the business conducted by us and our subsidiaries. In addition, the senior credit facilities contain the following financial covenants: a maximum total leverage ratio; a minimum interest coverage ratio; and a
maximum capital expenditures limitation. As of March 31, 2008, we were in compliance with all of these covenants.

Our covenant
compliance levels and ratios for the quarter ended March 31, 2008 are as follows:



|                                               |  |                                                          |  |             
|---------------------------------------------- |  | -------------------------------------------------------- |  | ------------
|                                               |  | CovenantComplianceLevel for theQuarterEndedMarch 31,2008 |  | ActualRatios
|Senior Credit Facilities                       |  |                                                          |  |             
|Minimum Adjusted EBITDA to cash interest ratio |  | 2.25x                                                    |  | 2.85x       
|Maximum net debt to Adjusted EBITDA ratio      |  | 4.00x                                                    |  | 3.71x       

Adjusted EBITDA is used to determine our compliance with many of the covenants contained in our
senior credit facilities. Adjusted EBITDA is defined as EBITDA further adjusted to exclude unusual items and other adjustments permitted by our lenders in calculating covenant compliance under our senior credit facility.

We believe that the inclusion of debt covenant related adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional
information to investors to demonstrate compliance with our financing covenants.

The breach of covenants in our senior credit facilities
that are tied to ratios based on Adjusted EBITDA could result in a default under those facilities and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under our indenture
and trade accounts receivable securitization program. However, EBITDA and Adjusted EBITDA are not recognized terms under U.S. GAAP (Accounting Principles Generally Accepted in the United States) and do not purport to be alternatives to net income as
a measure of operating performance. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management's discretionary use, as they do not consider certain cash requirements such as interest payments, tax
payments and debt service requirements.



30



---

##### Table of Contents

The following table reconciles net income to EBITDA and Adjusted EBITDA (Dollars in Millions):



|                              |  |                               |    |   |                               |   |   
|----------------------------- |  | ----------------------------- | -- | - | ----------------------------- | - | --
|                              |  | ThreeMonthsEndedMarch 31,2007 |    |   | ThreeMonthsEndedMarch 31,2008
|Net (loss) income             |  | $                             | (3 | ) |                               | $ | 3 
|Interest expense              |  |                               | 15 |   |                               |   | 14
|Depreciation and amortization |  |                               | 9  |   |                               |   | 9 
|Income tax provision          |  |                               |   |   |                               |   | 1 
|                              |  |                               |    |   |                               |   |   
|EBITDA                        |  |                               | 21 |   |                               |   | 27
|Restructuring charges(a)      |  |                               | 8  |   |                               |   | 4 
|Other adjustments(b)          |  |                               |   |   |                               |   | 2 
|                              |  |                               |    |   |                               |   |   
|Adjusted EBITDA               |  | $                             | 29 |   |                               | $ | 33
|                              |  |                               |    |   |                               |   |   



|(a) | In accordance with the terms of our senior credit facilities, EBITDA has been adjusted to exclude costs associated with restructuring, which are principally related to severance,
asset write-downs and related exit costs. In 2005, we commenced our comprehensive restructuring plan that will mainly occur between 2006 and 2008.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Certain costs are allowed to be added back to EBITDA in accordance with the terms of our senior credit facilities.
|--- | ------------------------------------------------------------------------------------------------------------------

Indenture.The indenture governing the senior subordinated notes limits Affinias (and most or all of our subsidiaries) ability to
incur additional indebtedness, pay dividends on or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions and sell
certain assets or merge with or into other companies. Subject to certain exceptions, Affinia and its restricted subsidiaries are permitted to incur additional indebtedness, including secured indebtedness, under the terms of the senior subordinated
notes.

The indenture also uses EBITDA adjusted as permitted under the indenture to determine compliance with various covenants under the
indenture.

Receivables facility. Our off-balance sheet receivables facility provides up to $100 million in funding based on
availability of eligible receivables and satisfaction of other customary conditions. Under the receivables facility, receivables are sold by certain subsidiaries of our Company to a wholly-owned bankruptcy remote finance subsidiary of the Company,
which transfers an undivided interest in the purchased receivables to a commercial paper conduit or its bank sponsor in exchange for cash.

Affinia as the receivables collection agent, services, administers and collects the receivables under the receivables purchase agreement for which it receives a monthly servicing fee at a rate of 1.00% per annum of the average daily
outstanding balance of receivables. The receivables facility fees include a usage fee paid by the finance subsidiary, that varies based upon the Companys leverage ratio as calculated under the senior credit facilities. Funded amounts under the
receivables facility bear interest at a rate equal to the conduits pooled commercial paper rate plus the usage fee. At March 31, 2008, the usage fee margin for the receivables facility was 1.25% per annum of the amount funded. In
addition, the finance subsidiary is required to pay a fee on the unused portion of the receivables facility that varies based upon the same ratio. At March 31, 2008, the fee was 0.50% per annum of the unused portion of the receivables
facility.

Availability of funding under the receivables facility depends primarily upon the outstanding trade accounts receivable balance
from time to time. Aggregate availability is determined by using a formula that reduces the gross receivables balance by factors that take into account historical default and dilution rates, obligor concentrations, average days outstanding and the
costs of the facility. As of March 31, 2008, $243 million of our accounts receivable balance was considered eligible for financing under the program, of which approximately $68 million was available for funding. At March 31, 2008, we had
no amount outstanding under this facility.



31



---

##### Table of Contents

The receivables facility contains conditions, representations, warranties and covenants similar to those
in the senior credit facilities. It also contains amortization events similar to the events of default under the senior credit facilities, plus amortization events relating to the quality and performance of the trade receivables. If an amortization
event occurs, all of the cash flow from the receivables sold to the finance subsidiary will be allocated to the receivables facility until it is paid in full.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

We are exposed to various market risks arising from changes in market rates and prices, such as currency exchange and interest rate fluctuation. Where necessary to minimize such risks we may enter into derivative transactions, however we do
not enter into derivatives or other financial instruments for trading or speculative purposes.

Currency risk

We conduct business in North America, Europe, South America, Asia, and Africa. Although we manage our businesses in such a way as to reduce a portion of
the risks associated with operating internationally, changes in currency exchange rates may adversely impact our results of operations and financial position.

The results of operations and financial position of each of our operations are measured in their respective local (functional) currency. Business transactions denominated in currencies other than an operations
functional currency produce foreign exchange gains and losses, as a result of the re-measurement process, as described in SFAS No. 52, Foreign Currency Translation. To the extent that net monetary assets or liabilities
denominated in a non-local currency are generated, changes in an entitys functional currency exchange rate versus each currency in which an entity transacts business have a varying impact on an entitys results of operations and financial
position, as reported in functional currency terms. Therefore, for entities that transact business in multiple currencies, we seek to minimize the net amount of revenue or expense denominated in non-local currencies. However, in the normal course of
conducting international business, some amount of non-local currency exposure will exist. Therefore, management monitors these exposures and engages in business activities or financial hedge transactions intended to mitigate the potential financial
impact due to changes in the respective exchange rates.

The Companys consolidated results of operations and financial position, as
reported in U.S. dollars, are also affected by changes in currency exchange rates. The results of operations of non-U.S. dollar functional entities are translated into U.S. dollars for consolidated reporting purposes each period at the average
currency exchange rate experienced during the period. To the extent that the U.S. dollar may appreciate or depreciate over time, the contribution of non-U.S. dollar denominated results of operations to the Companys U.S. dollar reported
consolidated earnings will vary accordingly. Therefore, local currency denominated revenue and expenses of our non-U.S. dollar functional operations may have a significant impact on the Companys sales and, to a lesser extent, consolidated net
income trends. In addition, a significant portion of the Companys consolidated financial position is maintained at foreign locations and is denominated in functional currencies other than the U.S. dollar. These non-U.S. dollar denominated
assets and liabilities are translated into U.S. dollars at each respective currencys exchange rate then in effect at the end of each reporting period. The financial impact of the translation process is reflected within the other comprehensive
income component of shareholders equity. Accordingly, the amounts shown in our consolidated shareholders equity account will fluctuate depending upon the cumulative appreciation or depreciation of the U.S. dollar versus each of the
respective functional currencies in which the Company



32



---

##### Table of Contents

conducts business. Management seeks to mitigate the potential financial impact upon the Companys consolidated results of operations due to exchange
rate changes by engaging in business activities or may execute financial derivative transactions intended to mitigate specific transactional underlying currency exposures. We do not engage in activities solely intended to counteract the impact that
changes in currency exchange rates may have upon the Companys U.S. dollar reported statement of financial condition.

To date, our
foreign currency exchange rate risk management efforts have primarily focused upon operationally managing the amount of net non-functional currency monetary assets or liabilities subject to the re-measurement process. In addition, we periodically
execute short-term currency exchange rate forward contracts that are intended to mitigate the earnings impact related to the re-valuation of specific monetary assets or liabilities denominated in a currency other than a particular entitys
functional currency. At March 31, 2008, we had currency exchange rate derivatives with a notional value of $95.1 million and a net liability value of $0.3 million.

Interest rate risk

At March 31, 2008, the Companys financial position included $297
million of variable rate debt outstanding. Therefore, a hypothetical immediate 1% increase of the average interest rate on this debt would increase the future annual interest expense related to these debt obligations by $3 million.

Under the provisions of the senior credit facilities with its banks, the Company is required to pay a fixed rate of interest on at least 40% of its debt,
consisting of the aggregate obligations under the senior credit facility, our senior subordinated notes and any additional senior subordinated notes that might be issued in the future. At March 31, 2008, approximately 75% of the Companys
total debt obligations were fixed or effectively fixed-rate in nature.

In April 2006, the Company entered into pay-fixed interest rate
swaps having a combined notional value of $150 million to effectively fix the rate of interest on a portion of our variable interest rate senior credit facility until April 30, 2008. In September 2007, the Company executed pay-fixed interest
rate swaps having a notional amount of $150 million beginning upon the termination of the existing interest rate swaps and expiring on April 30, 2010. The effect of these transactions is to reduce the net annual interest expense impact of a
hypothetical immediate 1% increase of the average interest rate on the Companys $297 million variable rate debt outstanding from $3.0 million to $1.5 million.

As of March 31, 2008, the aggregate fair value of the interest rate swaps was a liability of $7.2 million. The potential loss in fair value of these swaps arising from a hypothetical immediate decrease in
interest rates of 50 basis points is approximately $1.5 million.



|Item 4. | Controls and Procedures
|------- | -----------------------

As of the end of the
period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures pursuant to Rule 15a-5(c) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in alerting
them on a timely basis to information required to be included in our submissions and filings with the SEC. Management has concluded that as of March 31, 2008 the Condensed Consolidated Financial Statements included in this quarterly report on
Form 10-Q present fairly, in all material respects, the Company's financial position, results of operations and cash flows for the period presented.

During the first quarter of 2008, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended)
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting



33



---

##### Table of Contents

PART II

OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Information regarding reportable
legal proceedings is contained in Part I, Item 3. Legal Proceedings in our Annual Report on Form 10-K for the year ended December 31, 2007. The following describes legal proceedings, if any, that became reportable during the first
three months of 2008, and amends and restates descriptions of previously reported legal proceedings in which there have been material developments during such period.

On January 30, 2006, Parker-Hannifin Corporation (Parker) filed a complaint and request for preliminary injunction against Wix Filtration Corp. (Wix), which is a wholly owned
subsidiary of Affinia, alleging patent infringement of four U.S. patents held by Parker. These patents cover an oil filter and fuel filter, designed for the Ford F-150 pickup truck, which Parker was selling to Wix for sale into the automotive
aftermarket prior to the complaint date. On May 8, 2008, Wix and Parker entered into a settlement agreement pursuant to which Wix agreed, without admitting liability, to pay $3.5 million to Parker in three equal installments. The $3.5 million
was accrued as of March 31, 2008. A copy of the settlement agreement is attached as Exhibit 10.1 hereto.

On April 20, 2006,
Heritage Equity Group (Heritage) and Beck Arnley Worldparts Corporation (Beck Arnley) filed suit against Affinia in the Rutherford County Chancery Court for the State of Tennessee. The suit arises out of Affinias sale
of Beck Arnley to Heritage and damages allegedly arising from a tax election which Affinia was required to make under the Purchase Agreement with Dana. On June 28, 2007, as part of a settlement agreement, Beck Arnley dismissed its suit in
Tennessee and agreed to pay on the original loan and royalty on a modified basis. However, immediately after signing the settlement agreement, Beck Arnley refused to make payment and Affinia was forced to sue for default on the loan in Delaware.
That suit, filed in October 2007 has been dismissed. The parties have entered into a settlement agreement as of March 2008. The settlement agreement increased amount of the loan, which is due from Beck Arnley, from $3 million to $3.4 million
and interest will accrue annually initially at a rate of 10%.



|Item 1A. | Risk Factors
|-------- | ------------

In addition to the other information
set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2007, which could materially affect our business,
financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/or operating results.



34



---

##### Table of Contents

|Item 6. | Exhibits
|------- | --------



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



|       |  |                                                                                                                          
|------ |  | -------------------------------------------------------------------------------------------------------------------------
|(10.1) |  | Settlement Agreement, dated as of May 8, 2008, by and between Parker-Hannifin Corporation and Wix Filtration Corporation.
|       | 
|(31)   |  | Certifications of Executive Officers pursuant to Rule 13a-14(a)                                                          
|       | 
|(32)   |  | Certifications of Executive Officers pursuant to 18 U.S.C. Section 1350(b)                                               

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



AFFINIA GROUP INTERMEDIATE HOLDINGS INC.By:

/s/ Terry R. McCormackTerry R. McCormackChief Executive Officer, President, and Director (Principal Executive Officer)By:

/s/ Thomas H. MaddenThomas H. MaddenSenior Vice President and Chief Financial Officer (Principal Financial Officer)


Date: May 9, 2008



35