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SECURITIESAND EXCHANGE COMMISSION

**WASHINGTON,D.C. 20549-1004**

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FORM 10-Q

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

For thequarterly period ended September 30, 2005

AffiniaGroup Intermediate HoldingsInc.

(Exact name of registrantas specified in its charter)

|                                                              |  |                                       |  |  |  |  |
|--------------------------------------------------------------|--|---------------------------------------|--|--|--|--|
| Delaware                                                     |  | 34-2022081                            |
| (Stateor other jurisdiction ofIncorporation or Organization) |  | (I.R.S. EmployerIdentificationNumber) |
|                                                              |

1101 Technology DriveAnn Arbor, MI48108 (734) 827-5400

(Address, Including Zip Code, andTelephone Number, Including Area Code, of Registrant'sPrincipal Executive Offices)

Indicate bycheck mark whether the registrant (1) has filed all reports required tobe filed by section  13 or 15 (d) of the Securities Exchange Actof 1934 during the preceding 12 months and (2) has been subject to suchfiling requirements for the past 90 days.

|  | Yes                       No       X     |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

|  | Yes                     No       X     |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).

|  | Yes                       No       X     |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

    

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Index

Affinia Group Intermediate HoldingsInc.

|         |  |                                                                                                                                                   |  |  |  |  |
|---------|--|---------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| PartI   |  | FINANCIALINFORMATION                                                                                                                              |
| Item1.  |  | Financial Statements(unaudited)                                                                                                                   |
|    |  | Condensed Consolidated BalanceSheets—December 31, 2004 and September 30,2005                                                                |
|    |  | Condensed Combined (Predecessor) andConsolidated (Successor) Statements of Operations—Three and NineMonths Ended September 30, 2004 and2005 |
|    |  | Condensed Combined (Predecessor) andConsolidated (Successor) Statements of Cash Flows—Nine MonthsEnded September 30, 2004 and 2005          |
|    |  | Notes toCondensed Combined and Consolidated FinancialStatements                                                                                   |
| Item 2. |  | Management'sDiscussion and Analysis of Financial Condition and Results ofOperations                                                               |
| Item 3. |  | Quantitative andQualitative Disclosures About Market Risk                                                                                         |
| Item4.  |  | Controls andProcedures                                                                                                                            |
| PartII  |  | OTHER INFORMATION                                                                                                                                 |
| Item6.  |  | Exhibits                                                                                                                                          |
|    |  | Signatures                                                                                                                                        |
|         |

1

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FORWARD-LOOKINGSTATEMENTS

In this periodic report on Form 10-Q, Affinia GroupIntermediate Holdings Inc. makes some"forward-looking" statements within themeaning of Section  21E of the Securities Exchange Act of 1934,as amended, and Section  27A of the Securities Act of 1933, asamended (the "Securities Act"). Thesestatements are included throughout this report on Form 10-Q and relateto, among other things, analyses and other information based onforecasts of future results and estimates of amounts not yetdeterminable. These forward-looking statements are identified by theiruse of terms and phrases such as"anticipate,""believe," "could,""estimate,""expect," "intend,""may," "plan,""predict,""project," "will,""continue," and other similar terms andphrases, including references to assumptions.

Theseforward-looking statements are based on our expectations and beliefsconcerning future events affecting us. They are subject touncertainties and factors relating to our operations and businessenvironment, all of which are difficult to predict and many of whichare beyond our control. Although we believe that the expectationsreflected in our forward-looking statements are reasonable, we do notknow whether the expectations will prove correct. They can be affectedby inaccurate assumptions we might make or by known or unknown risksand uncertainties. Many factors mentioned in our discussion in thisreport will be important in determining future results.

Althoughwe believe the expectations reflected in our forward-looking statementsare based upon reasonable assumptions, we can give no assurance that wewill attain these expectations or that any deviations will not bematerial. Because of these factors, we caution that investors shouldnot place undue reliance on any of these forward-lookingstatements.

Except as otherwise required by the federalsecurities laws, we disclaim any obligation or undertaking to publiclyrelease any updates or revisions to any forward-looking statementcontained in this periodic report on Form 10-Q to reflect any change inour expectations with regard thereto or any change in events,conditions or circumstances on which any such statement isbased.

2

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PART I FINANCIALINFORMATION

Item 1.    Financial Statements

AffiniaGroup Intermediate Holdings Inc.Unaudited Condensed ConsolidatedBalance Sheets(Dollars inMillions)

|                                                                                              |  |                  |         |                  |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------|--|------------------|---------|------------------|--|--------|---------|---------|--|--|
|                                                                                         |  | December31, 2004 |         | September30,2005 |
| **Assets**                                                                                   |  |             |    |             |  |   |    |    |
| Currentassets:                                                                               |  |             |    |             |  |   |    |    |
| Cashand cashequivalents                                                                      |  | $                | 80      |             |  | $      | 53      |    |
| Tradeaccounts receivable, less allowances of $4 and $1 million,respectively, in 2004 and2005 |  |             | 358     |             |  |   | 414     |    |
| Inventories,net                                                                              |  |             | 494     |             |  |   | 432     |    |
| Other currentassets                                                                          |  |             | 44      |             |  |   | 54      |    |
| Assets ofdiscontinuedoperations                                                              |  |             | 12      |             |  |   | — |    |
| Totalcurrent assets                                                                          |  |             | 988     |             |  |   | 953     |    |
| Property,plant, and equipment,net                                                            |  |             | 233     |             |  |   | 224     |    |
| Goodwill                                                                                     |  |             | — |             |  |   | 19      |    |
| Otherintangible assets,net                                                                   |  |             | 187     |             |  |   | 181     |    |
| Deferred financingcosts                                                                      |  |             | 23      |             |  |   | 21      |    |
| Investments and otherassets                                                                  |  |             | 38      |             |  |   | 41      |    |
| Totalassets                                                                                  |  | $                | 1,469   |             |  | $      | 1,439   |    |
| **Liabilitiesand shareholders'equity**                                                       |  |             |    |             |  |   |    |    |
| Currentliabilities:                                                                          |  |             |    |             |  |   |    |    |
| Accountspayable                                                                              |  | $                | 206     |             |  | $      | 235     |    |
| Otheraccruedexpenses                                                                         |  |             | 151     |             |  |   | 116     |    |
| Accruedpayroll and employeebenefits                                                          |  |             | 22      |             |  |   | 33      |    |
| Notes payableand current portion of long termdebt                                            |  |             | 15      |             |  |   | 1       |    |
| Liabilities ofdiscontinuedoperations                                                         |  |             | 3       |             |  |   | — |    |
| Totalcurrentliabilities                                                                      |  |             | 397     |             |  |   | 385     |    |
| Long-termdebt                                                                                |  |             | 647     |             |  |   | 632     |    |
| Deferred employeebenefits and other noncurrentliabilities                                    |  |             | 20      |             |  |   | 24      |    |
| Totalliabilities                                                                             |  |             | 1,064   |             |  |   | 1,041   |    |
| Minorityinterest in consolidatedsubsidiaries                                                 |  |             | 1       |             |  |   | 1       |    |
|                                                                                         |  |             |    |             |  |   |    |    |
| Capitalcontributions                                                                         |  |             | 405     |             |  |   | 405     |    |
| Accumulateddeficit                                                                           |  |             | (4      | )           |  |   | (11     | )  |
| Foreign currencytranslationadjustment                                                        |  |             | 3       |             |  |   | 3       |    |
| Shareholders'equity                                                                          |  |             | 404     |             |  |   | 397     |    |
| Totalliabilities and shareholders'equity                                                     |  | $                | 1,469   |             |  | $      | 1,439   |    |
|                                                                                              |

Theaccompanying notes are an integral part of theunaudited condensedcombined and consolidated financial statements.

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Affinia Group Intermediate HoldingsInc.Unaudited Condensed Combined (Predecessor) and Consolidated(Successor)Statements of Operations(Dollars inMillions)

|                                                               |  |                                                          |         |                                                             |  |                                                          |         |                                                         |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------|--|----------------------------------------------------------|---------|-------------------------------------------------------------|--|----------------------------------------------------------|---------|---------------------------------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                          |  | PredecessorCombined Three Months Ended September 30,2004 |         | Successor Consolidated Three Months EndedSeptember 30, 2005 |  | Predecessor Combined NineMonths Ended September 30, 2004 |         | SuccessorConsolidated Nine MonthsEndedSeptember 30,2005 |
|                                                          |  |                                                     |    |                                                        |  |                                                     |    |                                                    |  |   |    |    |  |   |    |    |
| Netsales                                                      |  | $                                                        | 533     |                                                        |  | $                                                        | 549     |                                                    |  | $      | 1,616   |    |  | $      | 1,618   |    |
| Costofsales                                                   |  |                                                     | (454    | )                                                      |  |                                                     | (465    | )                                                  |  |   | (1,358  | )  |  |   | (1,383  | )  |
| Grossprofit                                                   |  |                                                     | 79      |                                                        |  |                                                     | 84      |                                                    |  |   | 258     |    |  |   | 235     |    |
| Selling,general and administrativeexpenses                    |  |                                                     | (54     | )                                                      |  |                                                     | (59     | )                                                  |  |   | (183    | )  |  |   | (190    | )  |
| Losson disposition of BeckArnley                              |  |                                                     | — |                                                        |  |                                                     | — |                                                    |  |   | — |    |  |   | (21     | )  |
| Operatingprofit                                               |  |                                                     | 25      |                                                        |  |                                                     | 25      |                                                    |  |   | 75      |    |  |   | 24      |    |
| Otherincome,net                                               |  |                                                     | 2       |                                                        |  |                                                     | 2       |                                                    |  |   | 4       |    |  |   | 5       |    |
| Interestexpense                                               |  |                                                     | (1      | )                                                      |  |                                                     | (13     | )                                                  |  |   | (2      | )  |  |   | (40     | )  |
| Income(loss) before income tax provision and minorityinterest |  |                                                     | 26      |                                                        |  |                                                     | 14      |                                                    |  |   | 77      |    |  |   | (11     | )  |
| Incometax provision(benefit)                                  |  |                                                     | 11      |                                                        |  |                                                     | 6       |                                                    |  |   | 32      |    |  |   | (4      | )  |
| Minorityinterest, net oftax                                   |  |                                                     | 1       |                                                        |  |                                                     | — |                                                    |  |   | — |    |  |   | — |    |
| Income(loss) from continuingoperations                        |  |                                                     | 16      |                                                        |  |                                                     | 8       |                                                    |  |   | 45      |    |  |   | (7      | )  |
| Incomefrom discontinued operations net of taxbenefit          |  |                                                     | — |                                                        |  |                                                     | — |                                                    |  |   | 1       |    |  |   | — |    |
| Netincome(loss)                                               |  | $                                                        | 16      |                                                        |  | $                                                        | 8       |                                                    |  | $      | 46      |    |  | $      | (7      | )  |
|                                                               |

Theaccompanying notes are an integral part of theunaudited condensedcombined and consolidated financial statements.

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Affinia Group Intermediate HoldingsInc. Unaudited Condensed Combined (Predecessor) and Consolidated(Successor)Statements of Cash Flows(Dollars inMillions)

|                                                                                                                            |  |                                                        |         |                                                           |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------|--|--------------------------------------------------------|---------|-----------------------------------------------------------|--|--------|---------|---------|--|--|
|                                                                                                                       |  | PredecessorCombined Nine Months Ended September30,2004 |         | Successor Consolidated Nine MonthsEnded September 30,2005 |
| **Operatingactivities**                                                                                                    |  |                                                   |    |                                                      |  |   |    |    |
| Income (loss) fromcontinuingoperations                                                                                     |  | $                                                      | 45      |                                                      |  | $      | (7      | )  |
| Adjustmentsto reconcile net income (loss) from continuing operations to net cashprovided by (used in) operatingactivities: |  |                                                   |    |                                                      |  |   |    |    |
| Depreciation andamortization                                                                                               |  |                                                   | 33      |                                                      |  |   | 33      |    |
| Deferredincometaxes                                                                                                        |  |                                                   | (2      | )                                                    |  |   | (8      | )  |
| Changesin current assets andliabilities:                                                                                   |  |                                                   |    |                                                      |  |   |    |    |
| Trade accountsreceivable                                                                                                   |  |                                                   | (45     | )                                                    |  |   | (11     | )  |
| Inventories                                                                                                                |  |                                                   | (24     | )                                                    |  |   | 62      |    |
| Accountspayable                                                                                                            |  |                                                   | 19      |                                                      |  |   | 29      |    |
| Other operatingassets                                                                                                      |  |                                                   | (8      | )                                                    |  |   | (10     | )  |
| Otheroperatingliabilities                                                                                                  |  |                                                   | (24     | )                                                    |  |   | 4       |    |
| Other                                                                                                                      |  |                                                   | (8      | )                                                    |  |   | (4      | )  |
| Netcash provided by (used in) operating activities of continuingoperations                                                 |  |                                                   | (14     | )                                                    |  |   | 88      |    |
| Net cash providedby operating activities of discontinuedoperations                                                         |  |                                                   | 1       |                                                      |  |   | 2       |    |
| Netcash provided by (used in) operatingactivities                                                                          |  |                                                   | (13     | )                                                    |  |   | 90      |    |
| **Investingactivities**                                                                                                    |  |                                                   |    |                                                      |  |   |    |    |
| Proceeds from salesof assets                                                                                               |  |                                                   | 1       |                                                      |  |   | 1       |    |
| Working capitalsettlement with DanaCorporation                                                                             |  |                                                   | — |                                                      |  |   | (28     | )  |
| Proceedsfrom disposition of discontinuedoperation                                                                          |  |                                                   | — |                                                      |  |   | 7       |    |
| Additions toproperty, plant, andequipment                                                                                  |  |                                                   | (31     | )                                                    |  |   | (23     | )  |
| Other investingactivities                                                                                                  |  |                                                   | (3      | )                                                    |  |   | — |    |
| Netcash used in investing activities of continuingoperations                                                               |  |                                                   | (33     | )                                                    |  |   | (43     | )  |
| Net cash usedin investing activities of discontinuedoperations                                                             |  |                                                   | — |                                                      |  |   | — |    |
| Netcash used in investingactivities                                                                                        |  |                                                   | (33     | )                                                    |  |   | (43     | )  |
| **Financingactivities**                                                                                                    |  |                                                   |    |                                                      |  |   |    |    |
| Short-term debt,net                                                                                                        |  |                                                   | (22     | )                                                    |  |   | (59     | )  |
| Payment of long-termdebt                                                                                                   |  |                                                   | — |                                                      |  |   | (15     | )  |
| Net transactionswith DanaCorporation                                                                                       |  |                                                   | 69      |                                                      |  |   | — |    |
| Netcash used in financing activities of continuingoperations                                                               |  |                                                   | 47      |                                                      |  |   | (74     | )  |
| Net cash used infinancing activities of discontinuedoperations                                                             |  |                                                   | (1      | )                                                    |  |   | — |    |
| Netcash provided by (used in) financingactivities                                                                          |  |                                                   | 46      |                                                      |  |   | (74     | )  |
| Effectof exchange rate changes oncash                                                                                      |  |                                                   | 8       |                                                      |  |   | — |    |
| Change in cash andcash equivalents                                                                                         |  |                                                   | 8       |                                                      |  |   | (27     | )  |
| Cash andcash equivalents at beginning of theperiod                                                                         |  |                                                   | 46      |                                                      |  |   | 80      |    |
| Cashand cash equivalents at end of theperiod                                                                               |  | $                                                      | 54      |                                                      |  | $      | 53      |    |
| **Supplementalcash flowsinformation**                                                                                      |  |                                                   |    |                                                      |  |   |    |    |
| Cashpaid during the periodfor:                                                                                             |  |                                                   |    |                                                      |  |   |    |    |
| Interest                                                                                                                   |  | $                                                      | — |                                                      |  | $      | 27      |    |
| Incometaxes                                                                                                                |  |                                                   | — |                                                      |  |   | 14      |    |
|                                                                                                                            |

Theaccompanying notes are an integral part of theunaudited condensedcombined and consolidated financialstatements

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NOTES TO UNAUDITEDCONDENSED COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

Note1.    Organization and Description of Business

On November30, 2004, Affinia Group Inc. ("Affinia"), anewly-formed company controlled by affiliates of The Cypress GroupL.L.C. ("Cypress"), completed the acquisitionof all of the outstanding shares of capital stock of certainsubsidiaries and certain assets consisting primarily of DanaCorporation's ("Dana") automotiveaftermarket business operations (the"Acquisition") pursuant to the stock andasset purchase agreement, as amended (the "PurchaseAgreement"), with Dana. Affinia Group IntermediateHoldings Inc. is the parent of Affinia, which is a wholly-ownedsubsidiary.

Affinia is a leading designer, manufacturer anddistributor of automotive aftermarket components for passenger cars,sport utility vehicles, light and heavy trucks and off-highwayvehicles. Our broad range of brake, filtration and chassis products aresold in North America, Europe and South America.

Note2.    Basis of Presentation

The accompanying unauditedcondensed combined and consolidated financial statements include theaccounts of Affinia Group Intermediate Holdings Inc. and itssubsidiaries, which are collectively referred to in these financialstatements as the "Successor". Theaccompanying unaudited condensed combined and consolidated financialstatements include the accounts of Dana's automotive aftermarketgroup prior to the Acquisition, which are collectively referred to inthese financial statements as the"Predecessor". In these notes to thefinancial statements, the terms "theCompany," "we,""our" and "us"refer to both the Successor and the Predecessor companies.

As aresult of the Acquisition, our assets and liabilities were adjusted totheir preliminary estimated fair value as of November 30, 2004, theclosing date of the Acquisition. Purchase price allocations are subjectto adjustment until all pertinent information regarding the Acquisitionis obtained and fully evaluated. The Company expects to finalizepurchase price allocations during the fourth quarter of 2005.

Inour opinion, the accompanying unaudited condensed combined andconsolidated financial statements include all normal recurringadjustments necessary for a fair presentation of the financialcondition, results of operations and cash flows for the interim periodspresented. Interim results are not necessarily indicative of full yearresults. The unaudited condensed combined and consolidated financialstatements should be read in conjunction with the audited consolidatedcondensed and combined financial statements for the year ended December31, 2004 and notes thereto included in Affinia's RegistrationStatement on Form S-4 filed with the Securities and ExchangeCommission.

Certain prior year information has been reclassifiedto be comparable with the current year presentation.   OurConsolidated Statements of Operations and Consolidated Balance Sheetshave been reclassified for our discontinued operations.

Note3.    New Accounting Pronouncements

 In May2005, the Financial Accounting Standards Board (FASB)  issuedStatement of Financial Accounting Standards (SFAS)  No.154, "Accounting Changes and ErrorCorrections." SFAS No.  154 replaces AccountingPrinciples Board Opinion No.  20, "AccountingChanges," and SFAS No.  3, "ReportingAccounting Changes in Interim Financial Statements," andrequires the direct effects of accounting principle changes to beretrospectively applied. The existing guidance with respect toaccounting estimate changes and corrections of errors is carriedforward in SFAS No.  154. SFAS No.  154 is effective foraccounting changes and corrections of errors made in fiscal yearsbeginning after December  15, 2005. We do not expect the adoptionof SFAS No.  154 to have a material effect on our financialstatements.

In March 2005, the FASB issued Interpretation No.47, "Accounting for Conditional Asset RetirementObligations, an Interpretation of FASB Statement No. 143"(FIN 47). Under FIN 47, we 

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are required to recognize a liability for thefair value of a conditional asset retirement obligation if the fairvalue of the liability can be reasonably estimated. Any uncertaintyabout the amount and/or timing of future settlement should be factoredinto the measurement of the liability when sufficient informationexists. FIN 47 also clarifies when an entity would have sufficientinformation to reasonably estimate the fair value. The provisions ofFIN 47 are required to be applied no later than the end of fiscal yearsending after December 15, 2005, although early adoption is encouraged.As such, we are required to adopt FIN 47 by December 31, 2005. We arecurrently evaluating the impact of FIN 47.

Note4.    Inventories, net

Inventories, net consist of thefollowing:

|                                  |  |                      |     |                      |  |        |     |        |  |  |
|----------------------------------|--|----------------------|-----|----------------------|--|--------|-----|--------|--|--|
|                             |  | AtDecember 31,2004   |     | At September 30,2005 |
|                             |  | (Dollars inMillions) |
| Rawmaterials                     |  | $                    | 109 |                 |  | $      | 109 |   |
| Work-in-processand finishedgoods |  |                 | 385 |                 |  |   | 323 |   |
|                             |  | $                    | 494 |                 |  | $      | 432 |   |
|                                  |

Note5.    Comprehensive Income

The elements of comprehensiveincome (loss) are presented in the followingtable.

|                                                              |  |                                                  |    |                                               |  |                                                 |    |                                               |  |        |    |        |  |        |         |         |  |  |
|--------------------------------------------------------------|--|--------------------------------------------------|----|-----------------------------------------------|--|-------------------------------------------------|----|-----------------------------------------------|--|--------|----|--------|--|--------|---------|---------|--|--|
|                                                         |  | PredecessorThree Months Ended September 30, 2004 |    | SuccessorThree Months Ended September 30,2005 |  | Predecessor Nine Months Ended September30, 2004 |    | Successor Nine Months Ended September30, 2005 |
|                                                         |  | (Dollars inMillions)                             |
| Net income(loss)                                             |  | $                                                | 16 |                                          |  | $                                               | 8  |                                          |  | $      | 46 |   |  | $      | (7      | )  |
| Changein foreign currency translation adjustments, net oftax |  |                                             | 9  |                                          |  |                                            | 8  |                                          |  |   | 9  |   |  |   | — |    |
| Comprehensiveincome(loss)                                    |  | $                                                | 25 |                                          |  | $                                               | 16 |                                          |  | $      | 55 |   |  | $      | (7      | )  |
|                                                              |

Note6.    Goodwill

The following table summarizes goodwillactivity for the first nine months of2005:

|                                |  |                                                        |         |        |  |  |
|--------------------------------|--|--------------------------------------------------------|---------|--------|--|--|
|                           |  | SuccessorConsolidatedNine MonthsEndedSeptember 30,2005 |
|                           |  | (Dollars inMillions)                                   |
| Balance at December 31, 2004   |  | $                                                      | — |   |
| Terminationbenefits            |  |                                                   | 8       |   |
| Final valuation of fixedassets |  |                                                   | 5       |   |
| Other                          |  |                                                   | 6       |   |
| Balanceat September 30,2005    |  | $                                                      | 19      |   |
|                                |

Terminationbenefits consist of severance costs incurred with the Company'srestructuring programs.

Note 7.    Commitments andContingencies

At September 30, 2005, the Company had purchasecommitments for property, plant and equipment of approximately $8million.

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The Company is party to various pendingjudicial and administrative proceedings arising in the ordinary courseof business. These include, among others, proceedings based on productliability claims. As part of the Acquisition, Dana retainedresponsibility for the defense of, and any liabilities associated with,all legal proceedings commenced prior to November 30, 2004, relatingto, arising out of or resulting from the operations acquired by theCompany from Dana. In addition, Dana retained certain other liabilitiesrelated to the periods prior to November 30, 2004. Any matter arisingsubsequent to the date of Acquisition is the responsibility of theCompany.

Our accounting policy for product warranties is toaccrue an estimated liability at the time the revenue is recognized.This estimate is based on historical claims and adjusted for currentlyknown warranty issues.

A reconciliation of the changes in ourproduct warranty liability is as follows:

|                              |  |                                                 |     |                                              |  |        |     |         |  |  |
|------------------------------|--|-------------------------------------------------|-----|----------------------------------------------|--|--------|-----|---------|--|--|
|                         |  | PredecessorNine Months Ended September 30, 2004 |     | SuccessorNine Months Ended September 30,2005 |
|                         |  | (Dollars inMillions)                            |
| Beginningbalance             |  | $                                               | 19  |                                         |  | $      | 37  |    |
| Amountsaccrued               |  |                                            | 11  |                                         |  |   | 12  |    |
| Settlements ofwarrantyclaims |  |                                            | (15 | )                                       |  |   | (12 | )  |
|                         |  | $                                               | 15  |                                         |  | $      | 37  |    |
|                              |

Note8.    Restructuring of Operations

The following summarizesthe activity in accrued restructuring expenses for our continuingoperations during the first nine months of 2005:

|                             |  |                                                 |        |         |  |  |
|-----------------------------|--|-------------------------------------------------|--------|---------|--|--|
|                        |  | SuccessorEmployeeTermination Benefits and Other |
|                        |  | (Dollars in Millions)                           |
| Balance at December 31,2004 |  | $                                               | 3      |    |
| Activity for theperiod      |  |                                            |   |    |
| Cashpayments                |  |                                            | (13    | )  |
| Other                       |  |                                            | 15     |    |
| Balanceat September 30,2005 |  | $                                               | 5      |    |
|                             |

During thefirst nine months of 2005, $8 million of employee termination benefitswere accrued as an additional allocation of the Acquisition'spurchase price. Other restructuring expenses accrued as an additionalallocation of the Acquisition's purchase price consisted ofwriteoffs of fixed assets, writeoffs of inventory, and other costs. AtSeptember 30, 2005, $5 million of restructuring charges remained inaccrued liabilities, relating to wage and healthcare continuation tosevered employees and other termination costs. These remainingliabilities are expected to be paid during 2005.

Note9.    Related Party Transactions

The following table presentsthe components of administrative services provided at the Danacorporate level that have been allocated to the Predecessor, plusexpenses charged to the aftermarket department within the Danacorporate office, including wages, fringe benefits, travel, employeerelocation, charges for internal services, such as informationtechnology support, and charges for certain external services. Theseitems have been allocated to the Predecessor and included in theselling, general and administrative expenses for the three months andnine months ended September 30, 2004, but historically these items werenot included in the Predecessor's accounts.

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|                                   |  |                                                 |    |                                                 |  |        |    |         |  |  |
|-----------------------------------|--|-------------------------------------------------|----|-------------------------------------------------|--|--------|----|---------|--|--|
|                              |  | PredecessorThree Months Ended September 30,2004 |    | Predecessor Nine Months Ended September30, 2004 |
|                              |  | (Dollars inMillions)                            |
| Accounting, tax and auditservices |  | $                                               | 1  |                                            |  | $      | 2  |    |
| Otherservices                     |  |                                            | 3  |                                            |  |   | 6  |    |
| Allocatedcorporate expenses       |  |                                            | 4  |                                            |  |   | 8  |    |
| Aftermarketdepartmentcredit       |  |                                            | (6 | )                                          |  |   | (4 | )  |
| Totalcorporate benefits(expenses) |  | $                                               | (2 | )                                          |  | $      | 4  |    |
|                                   |

Affiniaand Dana entered into a transition services agreement (the"TSA") effective with the closing of theAcquisition on November 30, 2004. The TSA provides for certainadministrative and other services and support to be provided by Dana tothe Company, and to be provided by the Company to Dana, in each caseafter the Acquisition. The Company also will continue to lease certainproperties, warehouses and office space from Dana after the Acquisitionfor periods of several months to five years. Some of these lease termsmay be renewed indefinitely by the parties. Dana agreed in the PurchaseAgreement to provide the Company with a $16 million credit for paymentsotherwise due for services under the TSA.

On April 29, 2005,Dana paid the Company $12 million in settlement of the TSA noted above,as well as $11 million for uncollectible receivables covered by thePurchase Agreement, offset by $13 million of original purchase priceconsideration and $2 million of working capital adjustments, whichresulted in a net payment of $8 million.

Note 10.    Segmentand Geographic Information

The Company operates in a singlebusiness segment, which is the manufacturing and distribution ofvehicle aftermarket parts. The products and services, customer base,distribution channel, manufacturing process, procurement, and economiccharacteristics are similar throughout all of the Company'soperations.

Net sales by geographic region were asfollows:

|               |  |                                                  |     |                                               |  |                                                 |     |                                               |  |        |       |        |  |        |       |        |  |  |
|---------------|--|--------------------------------------------------|-----|-----------------------------------------------|--|-------------------------------------------------|-----|-----------------------------------------------|--|--------|-------|--------|--|--------|-------|--------|--|--|
|          |  | PredecessorThree Months Ended September 30, 2004 |     | SuccessorThree Months Ended September 30,2005 |  | Predecessor Nine Months Ended September30, 2004 |     | Successor Nine Months Ended September30, 2005 |
|          |  | (Dollars inMillions)                             |
| NorthAmerica  |  | $                                                | 400 |                                          |  | $                                               | 399 |                                          |  | $      | 1,222 |   |  | $      | 1,173 |   |
| International |  |                                             | 133 |                                          |  |                                            | 150 |                                          |  |   | 394   |   |  |   | 445   |   |
|          |  | $                                                | 533 |                                          |  | $                                               | 549 |                                          |  | $      | 1,616 |   |  | $      | 1,618 |   |
|               |

Long-livedassets by geographic region were asfollows:

|               |  |                      |     |                  |  |        |     |        |  |  |
|---------------|--|----------------------|-----|------------------|--|--------|-----|--------|--|--|
|          |  | December31,2004      |     | September30,2005 |
|          |  | (Dollars inMillions) |
| NorthAmerica  |  | $                    | 176 |             |  | $      | 171 |   |
| International |  |                 | 57  |             |  |   | 53  |   |
|          |  | $                    | 233 |             |  | $      | 224 |   |
|               |

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

9

----

Note 11.    Divestiture ofAffiliate

On March 31, 2005, the Company completed the legalsale of its subsidiary, Beck Arnley Worldparts Corporation("Beck Arnley") to Heritage Equity Group("Heritage"), pursuant to a stock purchaseagreement. The contingent purchase price for the stock of Beck Arnleywas $5 million to be paid starting in the first quarter of 2006.Affinia also made a $3 million five year term loan to Beck Arnley,bearing interest at nine percent per annum. In addition, the stockpurchase agreement provided that all of the cash at Beck Arnley, withthe exception of $2 million, be retained by the Company. As a result,the Company retained $17 million of cash that was held on the books ofBeck Arnley. In connection with the transaction, Affinia recognized apre-tax loss on the sale of $21 million, in addition to the $2 millionloss from normal operations in the first quarter of 2005. Due toAffinia's $3 million working capital loan to Beck Arnley and thecontingent consideration, the transaction did not qualify as a saleunder accounting rules and could not be presented as a discontinuedoperation.

Note 12.    Discontinued Operation

 Under the provisions of SFAS  No.  144,"Accounting for the Impairment or Disposal of Long-LivedAssets,"   we classify a business component that hasbeen disposed of as a discontinued operation if the cash flow of thecomponent has been eliminated from our ongoing operations and we willno longer have any significant continuing involvement in the component.The results of operations of our discontinued operations through thedate of sale, including any gains or losses on disposition, areaggregated and presented on one line in the Statement of Operations.SFAS No.  144 requires the reclassification of amounts presentedfor prior years as discontinued operations. The amounts presented inthe Statement of Operations and Condensed Consolidated Balance Sheetfor years prior to fiscal 2005 were reclassified to comply with SFASNo.  144.

 During the third quarter of 2005 wecompleted the sale of Candados Universales de Mexico, S.A. de C.V.("Cumsa"), one of our Mexican operations, andthe distribution company for Cumsa (Auto Parts Acquisition LLC) for $7million in cash.   The after-tax gain recognized on the saleduring the third quarter of fiscal 2005 was $0.4 million.   Thisdisposition qualified for discontinued operations treatment. Accordingly, the Statement of Operations for all prior years hasbeen reclassified to reflect the results of operations of this divestedbusiness as a discontinued operation. 

 The majorclasses of assets and liabilities of Cumsa included in the CondensedConsolidated Balance Sheet as of December 31, 2004, and which have beenpresented as discontinued operations, are asfollows:

|                         |  |                      |        |        |  |  |
|-------------------------|--|----------------------|--------|--------|--|--|
|                    |  | December31,2004      |
|                    |  | (Dollars inMillions) |
| **Assets**              |  |                 |   |   |
| Tradeaccountsreceivable |  | $                    | 3      |   |
| Inventories             |  |                 | 5      |   |
| Otherassets             |  |                 | 4      |   |
| Totalassets             |  | $                    | 12     |   |
| **Liabilities**         |  |                 |   |   |
| Currentliabilities      |  |                 | 3      |   |
| Totalliabilities        |  | $                    | 3      |   |
|                         |

10

----

Cumsa's sales, pre-tax income andnet income for the three months and nine months ended September 30,2004 and 2005 are summarized in the followingtable:

|               |  |                                                  |         |                                               |  |                                                 |         |                                               |  |        |    |        |  |        |         |        |  |  |
|---------------|--|--------------------------------------------------|---------|-----------------------------------------------|--|-------------------------------------------------|---------|-----------------------------------------------|--|--------|----|--------|--|--------|---------|--------|--|--|
|          |  | PredecessorThree Months Ended September 30, 2004 |         | SuccessorThree Months Ended September 30,2005 |  | Predecessor Nine Months Ended September30, 2004 |         | Successor Nine Months Ended September30, 2005 |
|          |  | (Dollars inMillions)                             |
| Netsales      |  | $                                                | 4       |                                          |  | $                                               | 2       |                                          |  | $      | 13 |   |  | $      | 10      |   |
| Pre-taxincome |  |                                             | — |                                          |  |                                            | — |                                          |  |   | 1  |   |  |   | 1       |   |
| Netincome     |  |                                             | — |                                          |  |                                            | — |                                          |  |   | 1  |   |  |   | — |   |
|               |

Note13.    Financial Information for Subsidiary Guarantors andNon-Guarantors

In connection with the Acquisition on November30, 2004, Affinia issued $300 million of 9% Senior SubordinatedNotes due 2014 (the "Notes") to qualifiedinstitutional buyers and certain persons in offshore transactions. TheNotes, which were exchanged for $300 million 9% SeniorSubordinated Notes due 2014 registered under the Securities Act onNovember 2, 2005 (the "Notes"), areguaranteed by all of Affinia's wholly-owned domestic subsidiariesand by Affinia's direct parent, Affinia Group IntermediateHoldings Inc. (referred to in the following tables as"Parent"). These guarantors jointly andseverally guarantee Affinia's obligations under the Notes andsuch guarantees represent full and unconditional general obligations ofeach guarantor. In the following tables,"Issuer" refers to Affinia and"Guarantors" refers to the subsidiaryguarantors. The Guarantors also unconditionally guarantee theCompany's borrowings under the senior secured credit facilitieson the same basis.

The following unaudited information presentscombining and consolidating Statements of Operations for the three andnine months ended September 30, 2004 and 2005, Statements of Cash Flowsfor the nine months ended September 30, 2004 and 2005 and CondensedCombined Balance Sheets as of December 31, 2004 and September 30, 2005to arrive at the information for the Company on a consolidated basis.Separate financial statements and other disclosures concerning theGuarantors are not presented because management does not believe thatsuch information is material toinvestors.

11

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Affinia GroupIntermediate Holdings Inc.

Supplemental GuarantorUnaudited Combining Statement of Operations For the Three MonthsEnded September 30, 2004(Dollars inMillions)

|                                                 |  |        |         |        |  |           |         |               |  |              |         |               |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------|--|--------|---------|--------|--|-----------|---------|---------------|--|--------------|---------|---------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                            |  | Parent |         | Issuer |  | Guarantor |         | Non-Guarantor |  | Eliminations |         | CombinedTotal |
| Netsales                                        |  | $      | — |   |  | $         | — |          |  | $            | 347     |          |  | $      | 200     |    |  | $      | (14     | )  |  | $      | 533     |    |
| Costofsales                                     |  |   | — |   |  |      | — |          |  |         | (297    | )        |  |   | (171    | )  |  |   | 14      |    |  |   | (454    | )  |
| Grossprofit                                     |  |   | — |   |  |      | — |          |  |         | 50      |          |  |   | 29      |    |  |   | — |    |  |   | 79      |    |
| Selling,general and administrativeexpenses      |  |   | — |   |  |      | — |          |  |         | (30     | )        |  |   | (24     | )  |  |   | — |    |  |   | (54     | )  |
| Operatingprofit                                 |  |   |    |   |  |      |    |          |  |         | 20      |          |  |   | 5       |    |  |   | — |    |  |   | 25      |    |
| Otherincome,net                                 |  |   | — |   |  |      | — |          |  |         | — |          |  |   | 2       |    |  |   | — |    |  |   | 2       |    |
| Interestexpense                                 |  |   | — |   |  |      | — |          |  |         | — |          |  |   | (1      | )  |  |   | — |    |  |   | (1      | )  |
| Incomebefore tax provision and minorityinterest |  |   | — |   |  |      | — |          |  |         | 20      |          |  |   | 6       |    |  |   | — |    |  |   | 26      |    |
| Incometaxprovision                              |  |   | — |   |  |      | — |          |  |         | 7       |          |  |   | 4       |    |  |   | — |    |  |   | 11      |    |
| Minorityinterest,net                            |  |   | — |   |  |      | — |          |  |         | — |          |  |   | 1       |    |  |   | — |    |  |   | 1       |    |
| Incomefrom continuingoperations                 |  |   | — |   |  |      | — |          |  |         | 13      |          |  |   | 3       |    |  |   | — |    |  |   | 16      |    |
| Incomefrom discontinuedoperations               |  |   | — |   |  |      | — |          |  |         | — |          |  |   | — |    |  |   | — |    |  |   | — |    |
| Equityinincome                                  |  |   | — |   |  |      | — |          |  |         | 3       |          |  |   | (2      | )  |  |   | (1      | )  |  |   | — |    |
| Netincome(loss)                                 |  | $      | — |   |  | $         | — |          |  | $            | 16      |          |  | $      | 1       |    |  | $      | (1      | )  |  | $      | 16      |    |
|                                                 |

12

----

Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor Unaudited CombiningStatement of Operations For the Nine Months Ended September 30,2004(Dollars inMillions)

|                                            |  |        |         |        |  |           |         |               |  |              |         |               |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------|--|--------|---------|--------|--|-----------|---------|---------------|--|--------------|---------|---------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                       |  | Parent |         | Issuer |  | Guarantor |         | Non-Guarantor |  | Eliminations |         | CombinedTotal |
| Netsales                                   |  | $      | — |   |  | $         | — |          |  | $            | 1,055   |          |  | $      | 604     |    |  | $      | (43     | )  |  | $      | 1,616   |    |
| Costofsales                                |  |   | — |   |  |      | — |          |  |         | (898    | )        |  |   | (503    | )  |  |   | 43      |    |  |   | (1,358  | )  |
| Grossprofit                                |  |   | — |   |  |      | — |          |  |         | 157     |          |  |   | 101     |    |  |   | — |    |  |   | 258     |    |
| Selling,general and administrativeexpenses |  |   | — |   |  |      | — |          |  |         | (104    | )        |  |   | (79     | )  |  |   | — |    |  |   | (183    | )  |
| Operatingprofit                            |  |   |    |   |  |      |    |          |  |         | 53      |          |  |   | 22      |    |  |   | — |    |  |   | 75      |    |
| Otherincome,net                            |  |   | — |   |  |      | — |          |  |         | 1       |          |  |   | 3       |    |  |   | — |    |  |   | 4       |    |
| Interestexpense                            |  |   | — |   |  |      | — |          |  |         | (1      | )        |  |   | (1      | )  |  |   | — |    |  |   | (2      | )  |
| Incomebefore taxes and minorityinterest    |  |   | — |   |  |      | — |          |  |         | 53      |          |  |   | 24      |    |  |   | — |    |  |   | 77      |    |
| Incometaxprovision                         |  |   | — |   |  |      | — |          |  |         | 19      |          |  |   | 13      |    |  |   | — |    |  |   | 32      |    |
| Minorityinterest,net                       |  |   | — |   |  |      | — |          |  |         | — |          |  |   | — |    |  |   | — |    |  |   | — |    |
| Incomefrom continuingoperations            |  |   | — |   |  |      | — |          |  |         | 34      |          |  |   | 11      |    |  |   | — |    |  |   | 45      |    |
| Income(loss) from discontinuedoperations   |  |   | — |   |  |      | — |          |  |         | 1       |          |  |   | — |    |  |   | — |    |  |   | 1       |    |
| Equityinincome                             |  |   | — |   |  |      | — |          |  |         | 6       |          |  |   | (4      | )  |  |   | (2      | )  |  |   | — |    |
| Netincome(loss)                            |  | $      | — |   |  | $         | — |          |  | $            | 41      |          |  | $      | 7       |    |  | $      | (2      | )  |  | $      | 46      |    |
|                                            |

13

----

Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor UnauditedConsolidating Statement of Operations For the Three Months EndedSeptember 30, 2005(Dollars in Millions)

|                                            |  |        |         |        |  |           |         |               |  |              |         |                   |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------|--|--------|---------|--------|--|-----------|---------|---------------|--|--------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                       |  | Parent |         | Issuer |  | Guarantor |         | Non-Guarantor |  | Eliminations |         | ConsolidatedTotal |
| Netsales                                   |  | $      | — |   |  | $         | — |          |  | $            | 325     |              |  | $      | 293     |    |  | $      | (69     | )  |  | $      | 549     |    |
| Costofsales                                |  |   | — |   |  |      | — |          |  |         | (270    | )            |  |   | (264    | )  |  |   | 69      |    |  |   | (465    | )  |
| Grossprofit                                |  |   | — |   |  |      | — |          |  |         | 55      |              |  |   | 29      |    |  |   | — |    |  |   | 84      |    |
| Selling,general and administrativeexpenses |  |   | — |   |  |      | (7      | )        |  |         | (27     | )            |  |   | (25     | )  |  |   | — |    |  |   | (59     | )  |
| Operatingprofit                            |  |   | — |   |  |      | (7      | )        |  |         | 28      |              |  |   | 4       |    |  |   | — |    |  |   | 25      |    |
| Otherincome,net                            |  |   | — |   |  |      | — |          |  |         | — |              |  |   | 2       |    |  |   | — |    |  |   | 2       |    |
| Interestexpense                            |  |   | — |   |  |      | (13     | )        |  |         | — |              |  |   | — |    |  |   | — |    |  |   | (13     | )  |
| Incomebefore taxes and minorityinterest    |  |   | — |   |  |      | (20     | )        |  |         | 28      |              |  |   | 6       |    |  |   | — |    |  |   | 14      |    |
| Incometax provision(benefit)               |  |   | — |   |  |      | (8      | )        |  |         | 10      |              |  |   | 4       |    |  |   | — |    |  |   | 6       |    |
| Minorityinterest                           |  |   | — |   |  |      | — |          |  |         | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Equityinterest inincome                    |  |   | 8       |   |  |      | 24      |          |  |         | 11      |              |  |   | 15      |    |  |   | (58     | )  |  |   | — |    |
| Incomefrom continuingoperations            |  |   | 8       |   |  |      | 12      |          |  |         | 29      |              |  |   | 17      |    |  |   | (58     | )  |  |   | 8       |    |
| Lossfrom discontinuedoperations            |  |   | — |   |  |      | — |          |  |         | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netincome(loss)                            |  | $      | 8       |   |  | $         | 12      |          |  | $            | 29      |              |  | $      | 17      |    |  | $      | (58     | )  |  | $      | 8       |    |
|                                            |

14

----

Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor UnauditedConsolidating Statement of Operations For the Nine Months EndedSeptember 30, 2005(Dollars in Millions)

|                                                |  |        |         |         |  |           |         |               |  |              |         |                   |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------------|--|--------|---------|---------|--|-----------|---------|---------------|--|--------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                           |  | Parent |         | Issuer  |  | Guarantor |         | Non-Guarantor |  | Eliminations |         | ConsolidatedTotal |
| Netsales                                       |  | $      | — |    |  | $         | — |          |  | $            | 964     |              |  | $      | 817     |    |  | $      | (163    | )  |  | $      | 1,618   |    |
| Costofsales                                    |  |   | — |    |  |      | — |          |  |         | (800    | )            |  |   | (746    | )  |  |   | 163     |    |  |   | (1,383  | )  |
| Grossprofit                                    |  |   | — |    |  |      | — |          |  |         | 164     |              |  |   | 71      |    |  |   | — |    |  |   | 235     |    |
| Selling,general and administrativeexpenses     |  |   | — |    |  |      | (27     | )        |  |         | (89     | )            |  |   | (74     | )  |  |   | — |    |  |   | (190    | )  |
| Losson disposition of BeckArnley               |  |   | — |    |  |      | — |          |  |         | — |              |  |   | (21     | )  |  |   | — |    |  |   | (21     | )  |
| Operatingprofit(loss)                          |  |   | — |    |  |      | (27     | )        |  |         | 75      |              |  |   | (24     | )  |  |   | — |    |  |   | 24      |    |
| Otherincome,net                                |  |   | — |    |  |      | — |          |  |         | 1       |              |  |   | 4       |    |  |   | — |    |  |   | 5       |    |
| Interestexpense                                |  |   | — |    |  |      | (39     | )        |  |         | — |              |  |   | (1      | )  |  |   | — |    |  |   | (40     | )  |
| Income(loss) before taxes and minorityinterest |  |   | — |    |  |      | (66     | )        |  |         | 76      |              |  |   | (21     | )  |  |   | — |    |  |   | (11     | )  |
| Incometax provision(benefit)                   |  |   | — |    |  |      | (33     | )        |  |         | 17      |              |  |   | 12      |    |  |   | — |    |  |   | (4      | )  |
| Minorityinterest                               |  |   | — |    |  |      | — |          |  |         | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Equityinterest inincome                        |  |   | (7      | )  |  |      | 50      |          |  |         | 19      |              |  |   | 46      |    |  |   | (108    | )  |  |   | — |    |
| Incomefrom continuingoperations                |  |   | (7      | )  |  |      | 17      |          |  |         | 78      |              |  |   | 13      |    |  |   | (108    | )  |  |   | (7      | )  |
| Lossfrom discontinuedoperations                |  |   | — |    |  |      | — |          |  |         | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netincome(loss)                                |  |   | ($7     | )  |  | $         | 17      |          |  | $            | 78      |              |  | $      | 13      |    |  | $      | (108    | )  |  | $      | (7      | )  |
|                                                |

15

----

Affinia GroupIntermediate Holdings Inc.

SupplementalGuarantor Unaudited Combining Statement of Cash Flows For theNine Months Ended September 30, 2004(Dollars inMillions)

|                                                                                                                            |  |           |         |               |  |             |         |               |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------|--|-----------|---------|---------------|--|-------------|---------|---------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                       |  | Guarantor |         | Non-Guarantor |  | Elimination |         | CombinedTotal |
| **Operatingactivities**                                                                                                    |  |      |    |          |  |        |    |          |  |   |    |    |  |   |    |    |
| Net income (loss) from continuingoperations                                                                                |  | $         | 40      |          |  | $           | 7       |          |  | $      | (2      | )  |  | $      | 45      |    |
| Adjustmentsto reconcile net income (loss) from continuing operations to net cashprovided by (used in) operatingactivities: |  |      |    |          |  |        |    |          |  |   |    |    |  |   |    |    |
| Depreciation andamortization                                                                                               |  |      | 17      |          |  |        | 16      |          |  |   | — |    |  |   | 33      |    |
| Deferredincometaxes                                                                                                        |  |      | 11      |          |  |        | (13     | )        |  |   | — |    |  |   | (2      | )  |
| Changein current assets & liabilities                                                                                  |  |      |    |          |  |        |    |          |  |   |    |    |  |   |    |    |
| Equity inincome                                                                                                            |  |      | (6      | )        |  |        | 4       |          |  |   | 2       |    |  |   | — |    |
| Tradeaccountsreceivable                                                                                                    |  |      | (26     | )        |  |        | (19     | )        |  |   | — |    |  |   | (45     | )  |
| Inventories                                                                                                                |  |      | (24     | )        |  |        | — |          |  |   | — |    |  |   | (24     | )  |
| Otheroperatingassets                                                                                                       |  |      | (11     | )        |  |        | 3       |          |  |   | — |    |  |   | (8      | )  |
| Otheroperatingliabilities                                                                                                  |  |      | — |          |  |        | (5      | )        |  |   | — |    |  |   | (5      | )  |
| Other                                                                                                                      |  |      | 3       |          |  |        | (11     | )        |  |   | — |    |  |   | (8      | )  |
| Netcash provided by (used in) operating activities of continuingoperations                                                 |  |      | 4       |          |  |        | (18     | )        |  |   | — |    |  |   | (14     | )  |
| Netcash provided by operating activities of discontinuedoperations                                                         |  |      | 1       |          |  |        | — |          |  |   | — |    |  |   | 1       |    |
| Netcash provided by (used in) operatingactivities                                                                          |  |      | 5       |          |  |        | (18     | )        |  |   | — |    |  |   | (13     | )  |
| **Investingactivities**                                                                                                    |  |      |    |          |  |        |    |          |  |   |    |    |  |   |    |    |
| Proceedsfrom sale ofassets                                                                                                 |  |      | — |          |  |        | 1       |          |  |   | — |    |  |   | 1       |    |
| Additionsto property, plant and equipment,net                                                                              |  |      | (17     | )        |  |        | (14     | )        |  |   | — |    |  |   | (31     | )  |
| Otherinvestingactivities                                                                                                   |  |      | (1      | )        |  |        | (2      | )        |  |   | — |    |  |   | (3      | )  |
| Netcash used in investing activities of continuingoperations                                                               |  |      | (18     | )        |  |        | (15     | )        |  |   | — |    |  |   | (33     | )  |
| Netcash used in investing activities of discontinuedoperations                                                             |  |      | — |          |  |        | — |          |  |   | — |    |  |   | — |    |
| Netcash used in investingactivities                                                                                        |  |      | (18     | )        |  |        | (15     | )        |  |   | — |    |  |   | (33     | )  |
| **Financingactivities**                                                                                                    |  |      |    |          |  |        |    |          |  |   |    |    |  |   |    |    |
| Short-term debt,net                                                                                                        |  |      | — |          |  |        | (22     | )        |  |   | — |    |  |   | (22     | )  |
| Paymentof long-termdebt                                                                                                    |  |      | — |          |  |        | — |          |  |   | — |    |  |   | — |    |
| Nettransactions withDana                                                                                                   |  |      | 14      |          |  |        | 55      |          |  |   | — |    |  |   | 69      |    |
| Netcash in financing activities of continuingoperations                                                                    |  |      | 14      |          |  |        | 33      |          |  |   | — |    |  |   | 47      |    |
| Netcash used in financing activities of discontinuedoperations                                                             |  |      | (1      | )        |  |        | — |          |  |   | — |    |  |   | (1      | )  |
| Netcash provided by financingactivities                                                                                    |  |      | 13      |          |  |        | 33      |          |  |   | — |    |  |   | 46      |    |
| Effectof exchange rate changes oncash                                                                                      |  |      | — |          |  |        | 8       |          |  |   | — |    |  |   | 8       |    |
| Changein cash and cashequivalents                                                                                          |  |      | — |          |  |        | 8       |          |  |   | — |    |  |   | 8       |    |
| Cashand cash equivalents at beginning ofperiod                                                                             |  |      | — |          |  |        | 46      |          |  |   | — |    |  |   | 46      |    |
| Cashand cash equivalents at end of period                                                                                  |  | $         | — |          |  | $           | 54      |          |  | $      | — |    |  | $      | 54      |    |
|                                                                                                                            |

16

----

Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor UnauditedConsolidating Statement of Cash Flows For the Nine Months EndedSeptember 30, 2005(Dollars in Millions)

|                                                                                                                            |  |        |         |         |  |           |         |               |  |             |         |                   |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------|--|--------|---------|---------|--|-----------|---------|---------------|--|-------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                       |  | Parent |         | Issuer  |  | Guarantor |         | Non-Guarantor |  | Elimination |         | ConsolidatedTotal |
| **Operatingactivities**                                                                                                    |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Net income (loss) fromcontinuingoperations                                                                                 |  | $      | (7      | )  |  | $         | 17      |          |  | $           | 78      |              |  | $      | 13      |    |  | $      | (108    | )  |  | $      | (7      | )  |
| Adjustmentsto reconcile net income (loss) from continuing operations to net cashprovided by (used in) operatingactivities: |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Depreciationandamortization                                                                                                |  |   | — |    |  |      | 6       |          |  |        | 15      |              |  |   | 12      |    |  |   | — |    |  |   | 33      |    |
| Deferredincometaxes                                                                                                        |  |   | — |    |  |      | 26      |          |  |        | (24     | )            |  |   | (10     | )  |  |   |    |    |  |   | (8      | )  |
| Changein current assets &liabilities:                                                                                  |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Equityinincome                                                                                                             |  |   | 7       |    |  |      | (50     | )        |  |        | (19     | )            |  |   | (46     | )  |  |   | 108     |    |  |   | — |    |
| Tradeaccountsreceivable                                                                                                    |  |   | — |    |  |      | 19      |          |  |        | (32     | )            |  |   | 2       |    |  |   | — |    |  |   | (11     | )  |
| Inventories                                                                                                                |  |   | — |    |  |      | — |          |  |        | 42      |              |  |   | 20      |    |  |   | — |    |  |   | 62      |    |
| Otheroperatingassets                                                                                                       |  |   | — |    |  |      | (25     | )        |  |        | — |              |  |   | 15      |    |  |   | — |    |  |   | (10     | )  |
| Otheroperatingliabilities                                                                                                  |  |   | — |    |  |      | 64      |          |  |        | 7       |              |  |   | (38     | )  |  |   | — |    |  |   | 33      |    |
| Other                                                                                                                      |  |   | — |    |  |      | (16     | )        |  |        | (5      | )            |  |   | 17      |    |  |   | — |    |  |   | (4      | )  |
| Netcash provided by (used in) operating activities of continuingoperations                                                 |  |   | — |    |  |      | 41      |          |  |        | 62      |              |  |   | (15     | )  |  |   | — |    |  |   | 88      |    |
| Netcash provided by operating activities of discontinuedoperations                                                         |  |   | — |    |  |      | — |          |  |        | 1       |              |  |   | 1       |    |  |   | — |    |  |   | 2       |    |
| Netcash provided by (used in) operatingactivities                                                                          |  |   | — |    |  |      | 41      |          |  |        | 63      |              |  |   | (14     | )  |  |   | — |    |  |   | 90      |    |
| **Investingactivities**                                                                                                    |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Proceeds from sale ofassets                                                                                                |  |   | — |    |  |      | — |          |  |        | 1       |              |  |   | — |    |  |   | — |    |  |   | 1       |    |
| Workingcapital settlement withDana                                                                                         |  |   | — |    |  |      | (28     | )        |  |        | — |              |  |   | — |    |  |   | — |    |  |   | (28     | )  |
| Proceedsfrom disposition of discontinuedoperations                                                                         |  |   | — |    |  |      | — |          |  |        | 7       |              |  |   | — |    |  |   | — |    |  |   | 7       |    |
| Additionsto property, plant and equipment,net                                                                              |  |   | — |    |  |      | (5      | )        |  |        | (9      | )            |  |   | (9      | )  |  |   | — |    |  |   | (23     | )  |
| Otherinvestingactivities                                                                                                   |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash used in investing activities of continuing operations                                                              |  |   | — |    |  |      | (33     | )        |  |        | (1      | )            |  |   | (9      | )  |  |   | — |    |  |   | (43     | )  |
| Netcash used in investing activities of discontinuedoperations                                                             |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash used in investingactivities                                                                                        |  |   | — |    |  |      | (33     | )        |  |        | (1      | )            |  |   | (9      | )  |  |   | — |    |  |   | (43     | )  |
| **Financingactivities**                                                                                                    |  |   |    |    |  |      |    |          |  |        |    |              |  |   |    |    |  |   |    |    |  |   |    |    |
| Short-termdebt,net                                                                                                         |  |   | — |    |  |      | (48     | )        |  |        | — |              |  |   | (11     | )  |  |   | — |    |  |   | (59     | )  |
| Paymentof long-termdebt                                                                                                    |  |   | — |    |  |      | (15     | )        |  |        | — |              |  |   | — |    |  |   | — |    |  |   | (15     | )  |
| Nettransactions withParent                                                                                                 |  |   | — |    |  |      | 29      |          |  |        | (61     | )            |  |   | 32      |    |  |   |    |    |  |   | — |    |
| Netcash used in financing activities of continuingoperations                                                               |  |   | — |    |  |      | (34     | )        |  |        | (61     | )            |  |   | 21      |    |  |   | — |    |  |   | (74     | )  |
| Netcash used in financing activities of discontinuedoperations                                                             |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Netcash provided by (used in) financingactivities                                                                          |  |   | — |    |  |      | (34     | )        |  |        | (61     | )            |  |   | 21      |    |  |   | — |    |  |   | (74     | )  |
| Effectof exchange rate changes oncash                                                                                      |  |   | — |    |  |      | — |          |  |        | — |              |  |   | — |    |  |   | — |    |  |   | — |    |
| Changein cash and cashequivalents                                                                                          |  |   | — |    |  |      | (26     | )        |  |        | 1       |              |  |   | (2      | )  |  |   |    |    |  |   | (27     | )  |
| Cashand cash equivalents at beginning ofperiod                                                                             |  |   | — |    |  |      | 48      |          |  |        | — |              |  |   | 32      |    |  |   | — |    |  |   | 80      |    |
| Cashand cash equivalents at end ofperiod                                                                                   |  | $      | — |    |  | $         | 22      |          |  | $           | 1       |              |  | $      | 30      |    |  | $      | — |    |  | $      | 53      |    |
|                                                                                                                            |

17

----

Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor Condensed CombinedBalance Sheet December 31, 2004(Dollars inMillions)

|                                                     |  |        |         |        |  |           |         |               |  |              |         |               |  |        |         |        |  |        |         |         |  |        |         |        |  |  |
|-----------------------------------------------------|--|--------|---------|--------|--|-----------|---------|---------------|--|--------------|---------|---------------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                                |  | Parent |         | Issuer |  | Guarantor |         | Non-Guarantor |  | Eliminations |         | CombinedTotal |
| **Assets**                                          |  |   |    |   |  |      |    |          |  |         |    |          |  |   |    |   |  |   |    |    |  |   |    |   |
| Currentassets:                                      |  |   |    |   |  |      |    |          |  |         |    |          |  |   |    |   |  |   |    |    |  |   |    |   |
| Cash and cashequivalents                            |  | $      | — |   |  | $         | 48      |          |  | $            | — |          |  | $      | 32      |   |  | $      | — |    |  | $      | 80      |   |
| Accountsreceivable                                  |  |   | — |   |  |      | 16      |          |  |         | 192     |          |  |   | 150     |   |  |   | — |    |  |   | 358     |   |
| Inventories,net                                     |  |   | — |   |  |      | — |          |  |         | 292     |          |  |   | 202     |   |  |   | — |    |  |   | 494     |   |
| Othercurrentassets                                  |  |   | — |   |  |      | 2       |          |  |         | 1       |          |  |   | 41      |   |  |   | — |    |  |   | 44      |   |
| Assetsof discontinuedoperations                     |  |   | — |   |  |      | — |          |  |         | 11      |          |  |   | 1       |   |  |   | — |    |  |   | 12      |   |
| Totalcurrentassets                                  |  |   | — |   |  |      | 66      |          |  |         | 496     |          |  |   | 426     |   |  |   | — |    |  |   | 988     |   |
| Investmentsand otherassets                          |  |   | — |   |  |      | 23      |          |  |         | 189     |          |  |   | 36      |   |  |   | — |    |  |   | 248     |   |
| Intercompanyinvestments                             |  |   | 404     |   |  |      | 936     |          |  |         | 393     |          |  |   | 156     |   |  |   | (1,889  | )  |  |   | — |   |
| Intercompanyreceivables                             |  |   | — |   |  |      | — |          |  |         | — |          |  |   | — |   |  |   | — |    |  |   | — |   |
| Property,plant and equipment,net                    |  |   | — |   |  |      | — |          |  |         | 120     |          |  |   | 113     |   |  |   | — |    |  |   | 233     |   |
| Totalassets                                         |  | $      | 404     |   |  | $         | 1,025   |          |  | $            | 1,198   |          |  | $      | 731     |   |  | $      | (1,889  | )  |  | $      | 1,469   |   |
| **Liabilitiesand Equity**                           |  |   |    |   |  |      |    |          |  |         |    |          |  |   |    |   |  |   |    |    |  |   |    |   |
| Currentliabilities:                                 |  |   |    |   |  |      |    |          |  |         |    |          |  |   |    |   |  |   |    |    |  |   |    |   |
| Notes payable andcurrent portion of long term debt  |  | $      | — |   |  | $         | 3       |          |  | $            | — |          |  | $      | 12      |   |  | $      | — |    |  | $      | 15      |   |
| Accountspayable                                     |  |   | — |   |  |      | — |          |  |         | 85      |          |  |   | 121     |   |  |   | — |    |  |   | 206     |   |
| Accruedpayroll and employeebenefits                 |  |   | — |   |  |      | 2       |          |  |         | 6       |          |  |   | 14      |   |  |   | — |    |  |   | 22      |   |
| Liabilitiesof discontinuedoperations                |  |   | — |   |  |      | — |          |  |         | 3       |          |  |   | — |   |  |   | — |    |  |   | 3       |   |
| Otheraccruedexpenses                                |  |   | — |   |  |      | 21      |          |  |         | 76      |          |  |   | 54      |   |  |   | — |    |  |   | 151     |   |
| Totalcurrentliabilities                             |  |   | — |   |  |      | 26      |          |  |         | 170     |          |  |   | 201     |   |  |   | — |    |  |   | 397     |   |
| Deferredemployee benefits and noncurrentliabilities |  |   | — |   |  |      | — |          |  |         | — |          |  |   | 20      |   |  |   | — |    |  |   | 20      |   |
| Long-termdebt                                       |  |   | — |   |  |      | 647     |          |  |         | — |          |  |   | — |   |  |   | — |    |  |   | 647     |   |
| Totalliabilities                                    |  |   | — |   |  |      | 673     |          |  |         | 170     |          |  |   | 221     |   |  |   | — |    |  |   | 1,064   |   |
| Minorityinterest in consolidatedsubsidiaries        |  |   | — |   |  |      | — |          |  |         | — |          |  |   | 1       |   |  |   | — |    |  |   | 1       |   |
| Shareholders'equity                                 |  |   | 404     |   |  |      | 352     |          |  |         | 1,028   |          |  |   | 509     |   |  |   | (1,889  | )  |  |   | 404     |   |
| Totalliabilities and shareholders'equity            |  | $      | 404     |   |  | $         | 1,025   |          |  | $            | 1,198   |          |  | $      | 731     |   |  | $      | (1,889  | )  |  | $      | 1,469   |   |
|                                                     |

18

----

Affinia Group Intermediate HoldingsInc.

Supplemental Guarantor Unaudited CondensedConsolidated Balance Sheet September 30, 2005(Dollars inMillions)

|                                                           |  |        |         |        |  |           |         |               |  |              |         |                   |  |        |         |        |  |        |         |         |  |        |         |        |  |  |
|-----------------------------------------------------------|--|--------|---------|--------|--|-----------|---------|---------------|--|--------------|---------|-------------------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                                      |  | Parent |         | Issuer |  | Guarantor |         | Non-Guarantor |  | Eliminations |         | ConsolidatedTotal |
| **Assets**                                                |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Currentassets:                                            |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Cash and cash equivalents                                 |  | $      | — |   |  | $         | 22      |          |  | $            | 1       |              |  | $      | 30      |   |  | $      | — |    |  | $      | 53      |   |
| Accountsreceivable                                        |  |   | — |   |  |      | 42      |          |  |         | 224     |              |  |   | 148     |   |  |   | — |    |  |   | 414     |   |
| Inventories,net                                           |  |   | — |   |  |      | — |          |  |         | 250     |              |  |   | 182     |   |  |   | — |    |  |   | 432     |   |
| Othercurrentassets                                        |  |   | — |   |  |      | 27      |          |  |         | 1       |              |  |   | 26      |   |  |   | — |    |  |   | 54      |   |
| Totalcurrentassets                                        |  |   | — |   |  |      | 91      |          |  |         | 476     |              |  |   | 386     |   |  |   | — |    |  |   | 953     |   |
| Goodwill,net                                              |  |   | — |   |  |      | 19      |          |  |         | — |              |  |   | — |   |  |   | — |    |  |   | 19      |   |
| Investmentsand otherassets                                |  |   | — |   |  |      | 21      |          |  |         | 214     |              |  |   | 8       |   |  |   | — |    |  |   | 243     |   |
| Intercompanyinvestments                                   |  |   | 389     |   |  |      | 986     |          |  |         | 412     |              |  |   | 202     |   |  |   | (1,989  | )  |  |   | — |   |
| Intercompanyreceivables                                   |  |   | — |   |  |      | (116    | )        |  |         | 77      |              |  |   | 39      |   |  |   | — |    |  |   | — |   |
| Property,plant and equipment,net                          |  |   | — |   |  |      | 1       |          |  |         | 117     |              |  |   | 106     |   |  |   | — |    |  |   | 224     |   |
| Totalassets                                               |  | $      | 389     |   |  | $         | 1,002   |          |  | $            | 1,296   |              |  | $      | 741     |   |  | $      | (1,989  | )  |  | $      | 1,439   |   |
| **LiabilitiesandEquity**                                  |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Currentliabilities:                                       |  |   |    |   |  |      |    |          |  |         |    |              |  |   |    |   |  |   |    |    |  |   |    |   |
| Notes payableand current portion of long-term debt        |  | $      | — |   |  | $         | — |          |  | $            | — |              |  | $      | 1       |   |  | $      | — |    |  | $      | 1       |   |
| Accountspayable                                           |  |   | — |   |  |      | 11      |          |  |         | 115     |              |  |   | 109     |   |  |   | — |    |  |   | 235     |   |
| Accruedpayroll and employeebenefits                       |  |   | — |   |  |      | 8       |          |  |         | 10      |              |  |   | 15      |   |  |   | — |    |  |   | 33      |   |
| Otheraccruedliabilities                                   |  |   | — |   |  |      | 40      |          |  |         | 49      |              |  |   | 27      |   |  |   | — |    |  |   | 116     |   |
| Totalcurrentliabilities                                   |  |   | — |   |  |      | 59      |          |  |         | 174     |              |  |   | 152     |   |  |   | — |    |  |   | 385     |   |
| Deferredemployee benefits and other noncurrentliabilities |  |   | — |   |  |      | 1       |          |  |         | 18      |              |  |   | 5       |   |  |   | — |    |  |   | 24      |   |
| Long-termdebt                                             |  |   | — |   |  |      | 632     |          |  |         | — |              |  |   | — |   |  |   | — |    |  |   | 632     |   |
| Totalliabilities                                          |  |   | — |   |  |      | 692     |          |  |         | 192     |              |  |   | 157     |   |  |   | — |    |  |   | 1,041   |   |
| Minorityinterest in consolidatedsubsidiaries              |  |   | — |   |  |      | — |          |  |         | 1       |              |  |   | — |   |  |   | — |    |  |   | 1       |   |
| Shareholder'sequity                                       |  |   | 389     |   |  |      | 310     |          |  |         | 1,103   |              |  |   | 584     |   |  |   | (1,989  | )  |  |   | 397     |   |
| Totalliabilities and shareholder'sequity                  |  | $      | 389     |   |  | $         | 1,002   |          |  | $            | 1,296   |              |  | $      | 741     |   |  | $      | (1,989  | )  |  | $      | 1,439   |   |
|                                                           |

19

----

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

CompanyOverview

We are a leading designer, manufacturer anddistributor of automotive aftermarket components for passenger cars,sports utility vehicles, light and heavy trucks and off-highwayvehicles in North America, Europe and South America. In the first ninemonths of 2005, brake and filtration products which, by their nature,sustain significant wear and must routinely be replaced, represented35% and 31% of our net sales, respectively. Chassisproducts, which include steering, suspension and driveline components,represented 12% of our net sales in our first nine months of2005. The remaining 22% of our first nine months of 2005 netsales were derived from our distribution and other businesses, whichinclude our Quinton Hazell European distribution group, our NorthAmerican Beck Arnley foreign nameplate business, which was sold toHeritage in March, and our South American distribution operations. Infirst nine months of 2005, intercompany sales represented less than1% of total Company sales.

Critical AccountingEstimates

The preparation of interim financial statementsinvolves the use of certain estimates that are consistent with thoseused in the preparation of the annual financial statements with theexception of estimates used for quarterly income taxes. For purposes ofpreparing our interim financial statements, we utilize an estimatedannual effective tax rate for ordinary items that is re-evaluated eachperiod based on changes in the components used to determine the annualeffective rate. When such changes are significant, adjustments to theeffective annual rate are reflected in the interim period.

Ourcritical accounting estimates have not changed from those described inthe Registration Statement of Affina on Form S-4 filed on September 8,2005 with the Securities and Exchange Commission.

20

----

Results of Operations

Threemonths ended September 30, 2004 compared to three months endedSeptember 30, 2005.

The following table summarizes the combinedresults of the Predecessor for the three months ended September 30,2004 and the consolidated results of the Successor for the three monthsended September 30, 2005.

|                                                      |  |                                                  |         |                                               |  |              |         |         |  |        |         |         |  |  |
|------------------------------------------------------|--|--------------------------------------------------|---------|-----------------------------------------------|--|--------------|---------|---------|--|--------|---------|---------|--|--|
|                                                 |  | PredecessorThree Months Ended September 30, 2004 |         | SuccessorThree Months Ended September 30,2005 |  | DollarChange |
|                                                 |  | (Dollarsin Millions)                             |
| **Netsales**                                         |  |                                             |    |                                          |  |         |    |    |  |   |    |    |
| Brakeproducts                                        |  | $                                                | 203     |                                          |  | $            | 201     |    |  | $      | (2      | )  |
| Filtrationproducts                                   |  |                                             | 157     |                                          |  |         | 171     |    |  |   | 14      |    |
| Chassisproducts                                      |  |                                             | 62      |                                          |  |         | 60      |    |  |   | (2      | )  |
| Distributionandother                                 |  |                                             | 111     |                                          |  |         | 117     |    |  |   | 6       |    |
| Intra-groupeliminations                              |  |                                             | — |                                          |  |         | — |    |  |   | — |    |
| Totalnet sales                                       |  |                                             | 533     |                                          |  |         | 549     |    |  |   | 16      |    |
| Cost ofsales                                         |  |                                             | (454    | )                                        |  |         | (465    | )  |  |   | (11     | )  |
| Grossprofit                                          |  |                                             | 79      |                                          |  |         | 84      |    |  |   | 5       |    |
| Selling,general and administrativeexpenses           |  |                                             | (54     | )                                        |  |         | (59     | )  |  |   | (5      | )  |
| Operatingprofit                                      |  |                                             | 25      |                                          |  |         | 25      |    |  |   | — |    |
| Otherincome,net                                      |  |                                             | 2       |                                          |  |         | 2       |    |  |   | — |    |
| Interestexpense                                      |  |                                             | (1      | )                                        |  |         | (13     | )  |  |   | (12     | )  |
| Incomebefore taxes and minorityinterest              |  |                                             | 26      |                                          |  |         | 14      |    |  |   | (12     | )  |
| Incometaxprovision                                   |  |                                             | 11      |                                          |  |         | 6       |    |  |   | (5      | )  |
| Minorityinterest, net oftax                          |  |                                             | 1       |                                          |  |         | — |    |  |   | (1      | )  |
| Income(loss) from continuingoperations               |  |                                             | 16      |                                          |  |         | 8       |    |  |   | (8      | )  |
| Income(loss) from discontinued operations, net oftax |  |                                             | — |                                          |  |         | — |    |  |   | — |    |
| NetIncome                                            |  | $                                                | 16      |                                          |  | $            | 8       |    |  | $      | (8      | )  |
|                                                 |  |                                             |    |                                          |  |         |    |    |  |   |    |    |
|                                                      |

Netsales.    Our net sales increased by $16 million, or 3.0%,to $549 million for the three months ended September 30, 2005 from $533million for the three months ended September 30, 2004. Contributing tothe increase in sales was new pricing put in place in the latter halfof 2004 to partially offset the significant increase in steel and steelrelated components. Sales increased $16 million due to new pricing and$18 million due to a favorable impact of foreign currency translation.The factors causing sales to increase were offset by a $10 milliondecrease in base volume and an $8 million decrease in sales due to thesale of Beck Arnley in 2005.

Brake product sales declined $2million, or 1.0%, due to our sale of Beck Arnley, whichaccounted for $8 million in sales in 2004. Excluding the Beck Arnleysales in the third quarter of 2004, brake sales were up $6 million inthe third quarter of 2005, which was due to pricing and foreigncurrency translation gains.

Filtration product sales increased$14 million, or 8.9%, due primarily to strong sales growth,along with pricing and foreign currency translation gains.

Chassis product sales decreased $2 million, or 3.2%. However,sales were abnormally higher last year by $4 million stemming from adecline in product availability from one of our competitors due to afire in their warehouse.

Our distribution and other operationssales increased $6 million, or 5.4%. This increase was dueprincipally to the favorable impact of foreign currency translations inour South American operations.

21

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Cost of sales.    Our cost ofsales increased $11 million or 2.4% to $465 million for thethree months ended September 30, 2005 as compared to $454 million forthe three months ended September  30, 2004. Gross margin was15% for both the current quarter and the prior year thirdquarter. The increase in cost of sales is primarily due to lowerabsorption of manufacturing costs as a result of our facility closurerestructuring programs, and our aggressive inventory reductionprogram.

Selling, general and administrativeexpenses.    Our selling, general and administrative expensesincreased $5 million, or 9.3%, to $59 million for the threemonths ended September 30, 2005 from $54 million for the three monthsended September 30, 2004. Selling, general and administrative expensesas a percent of net sales was 11% and 10% for the 2005third quarter and the 2004 third quarter, respectively. The selling,general and administrative expenses were higher in the third quarter of2005 compared to the third quarter of 2004 primarily due to a one time$4 million reduction in worker's compensation expense in thethird quarter of 2004.

Interest expense.    Interestexpense was $13 million for the three months ended September 30, 2005as compared to $1 million for the three months ended September 30,2004. The increase was due to interest and finance charges from thefinancing, including the Notes and the senior credit facilities,obtained during the fourth quarter of 2004 to fund the Acquisition.

Income tax provision.    Our provision for income taxesdecreased by $5 million, or 45.5%, to $6 million for the threemonths ended September 30, 2005 compared to a provision of $11 millionfor the three months ended September 30, 2004, due primarily to thereduction in pre-tax income. Our effective tax rate for the threemonths ended September 30, 2005 was 42.3% compared to42.9% for the three months ended September 30, 2004. Theeffective tax rate for the current quarter and the prior year thirdquarter was higher than the 35% effective U.S. federal statutorytax rate due principally to higher effective non-U.S. tax rates and, toa lesser extent, inclusion of state and local taxes net of the stateand federal tax benefit.

On October 22, 2004, the American JobsCreation Act of 2004 (the "Act") was signedinto law. The Act provides for a special one-time tax deduction of85% of certain foreign earnings that are repatriated (as definedin the Act) during 2005. In December  2004, the FASB issued FASBStaff Position 109-2, "Accounting and Disclosure Guidancefor the Foreign Earnings Repatriation Provision within the AmericanJobs Creation Act of 2004" ("FSP109-2"). Under the guidance of FSP 109-2, an enterprise isallowed time beyond the financial reporting period of enactment toevaluate the effect of the Act on its plan for reinvestment orrepatriation of foreign earnings for purposes of applying SFAS No. 109.The deduction is subject to a number of limitations. The Company hasnot fully evaluated the effects of the repatriation provision and,therefore, has not determined if the Act will materially change itsforeign earnings reinvestment plan. The Company is evaluating theeffects of the repatriation provision and expects to make a decision onimplementation later in 2005.

Net income.    Net incomedecreased $8 million, or 50.0%, to $8 million for the threemonths ended September 30, 2005, as a result of the foregoing.

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Nine months ended September 30, 2004compared to nine months ended September 30, 2005.

The followingtable summarizes the combined results of the Predecessor for the ninemonths ended September 30, 2004 and the consolidated results of theSuccessor for the nine months ended September 30,2005.

|                                                      |  |                                                 |         |                                              |  |              |         |         |  |        |         |         |  |  |
|------------------------------------------------------|--|-------------------------------------------------|---------|----------------------------------------------|--|--------------|---------|---------|--|--------|---------|---------|--|--|
|                                                 |  | PredecessorNine Months Ended September 30, 2004 |         | SuccessorNine Months Ended September 30,2005 |  | DollarChange |
|                                                 |  | (Dollarsin Millions)                            |
| **Netsales**                                         |  |                                            |    |                                         |  |         |    |    |  |   |    |    |
| Brakeproducts                                        |  | $                                               | 627     |                                         |  | $            | 573     |    |  | $      | (54     | )  |
| Filtrationproducts                                   |  |                                            | 463     |                                         |  |         | 497     |    |  |   | 34      |    |
| Chassisproducts                                      |  |                                            | 192     |                                         |  |         | 188     |    |  |   | (4      | )  |
| Distributionandother                                 |  |                                            | 334     |                                         |  |         | 360     |    |  |   | 26      |    |
| Intra-groupeliminations                              |  |                                            | — |                                         |  |         | — |    |  |   | — |    |
| Totalnet sales                                       |  |                                            | 1,616   |                                         |  |         | 1,618   |    |  |   | 2       |    |
| Costofsales                                          |  |                                            | (1,358  | )                                       |  |         | (1,383  | )  |  |   | (25     | )  |
| Grossprofit                                          |  |                                            | 258     |                                         |  |         | 235     |    |  |   | (23     | )  |
| Selling,general and administrativeexpenses           |  |                                            | (183    | )                                       |  |         | (190    | )  |  |   | (7      | )  |
| Losson disposition of BeckArnley                     |  |                                            | — |                                         |  |         | (21     | )  |  |   | (21     | )  |
| Operatingprofit                                      |  |                                            | 75      |                                         |  |         | 24      |    |  |   | (51     | )  |
| Otherincome, net                                     |  |                                            | 4       |                                         |  |         | 5       |    |  |   | 1       |    |
| Interestexpense                                      |  |                                            | (2      | )                                       |  |         | (40     | )  |  |   | (38     | )  |
| Income(loss) before taxes and minorityinterest       |  |                                            | 77      |                                         |  |         | (11     | )  |  |   | (88     | )  |
| Incometax provision(benefit)                         |  |                                            | 32      |                                         |  |         | (4      | )  |  |   | (36     | )  |
| Minorityinterest                                     |  |                                            | — |                                         |  |         | — |    |  |   | — |    |
| Income(loss) from continuingoperations               |  |                                            | 45      |                                         |  |         | (7      | )  |  |   | (52     | )  |
| Income(loss) from discontinued operations, net oftax |  |                                            | 1       |                                         |  |         | — |    |  |   | (1      | )  |
| Netincome(loss)                                      |  | $                                               | 46      |                                         |  | $            | (7      | )  |  | $      | (53     | )  |
|                                                 |  |                                            |    |                                         |  |         |    |    |  |   |    |    |
|                                                      |

Netsales.    Our net sales increased by $2 million, or 0.1%,to $1,618 million for the nine months ended September 30, 2005 from$1,616 million for the nine months ended September 30, 2004. The $2million increase consisted of (i) pricing increases of $33 millionwhich were implemented in late 2004 to partially offset highermaterials costs; (ii) foreign currency translation gains of $41 milliondue to the strong Brazilian Real; (iii) offset by a $32 millionreduction due to our discontinued relationship with AutoZone and (iv)lower brake product sales volume of $40 million. Our relationship withAutoZone was terminated in June 2004.

Brake product salesdecreased $54 million, or 8.6% due mainly to a $47 milliondecrease in sales volume as a result of weaker retail markets in thefirst half of 2005. Sales to AutoZone accounted for $17 million in 2004and therefore resulted in 31% of the decline.

Filtrationproduct sales increased $34 million, or 7.3%, due primarily tostrong sales growth in the United States, Canada, and Brazil, alongwith pricing and foreign currency translation gains.

Chassisproduct sales were down $4 million due to the discontinuance of ourrelationship with AutoZone, which accounted for $15 million of salesduring the same nine months of 2004. Without the effect of  theloss of AutoZone, chassis sales grew by $11 million or 6.2%compared to the nine months ended September  30, 2004.

Ourdistribution and other operations sales increased an aggregate of $26million, or 7.8%. This increase was due primarily to foreigncurrency translation gains, along with strong sales growth.

23

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Cost of sales.    Our cost ofsales increased $25 million or 1.8% to $1,383 million for thenine months ended September 30, 2005 as compared to $1,358 million forthe nine months ended September 30, 2004. The gross margin was15% and 16% for the nine month periods ending September30, 2005 and 2004, respectively. The increase in cost of sales isprimarily due to foreign currency translation adjustments, along with alower absorption of manufacturing costs as a result of our facilityclosures and restructuring programs and our aggressive inventoryreduction program.

Selling, general and administrativeexpenses.    Our selling, general and administrative expensesincreased $7 million, or 3.8%, to $190 million for the ninemonths ended September 30, 2005 from $183 million for the nine monthsended September 30, 2004. The selling, general and administrativeexpenses as a percent of sales were 12% and 11% for thenine month periods ending September 30, 2005 and 2004, respectively.This increase was due to a one time $4 million reduction inworker's compensation expense in the third quarter of 2004 andcustomer changeovers associated with the procurement of new business inthe brake and chassis product lines.

Operatingprofit.    Our operating profit decreased to $24 million for thenine months ended September 30, 2005 from $75 million for the ninemonths ended September 30, 2004. The decrease in operating profit wasdue to $21 million loss on the disposition of Beck Arnley, lowerabsorption of manufacturing costs as a result of our facility closuresdue to our restructuring program, higher administrative costs, andcustomer change over costs associated with the procurement of newbusiness.

Interest expense.    Interest expense was $40million for the nine months ended September 30, 2005 as compared to $2million for the nine months ended September 30, 2004. The increase wasdue to interest and finance charges from the financing, including theNotes and the senior credit facilities, obtained during the fourthquarter of 2004 to fund the Acquisition.

Income taxprovision.    Our provision for income taxes decreased by $36million to a $4 million benefit for the nine months ended September 30,2005 compared to a provision of $32 million for the nine months endedSeptember 30, 2004 due primarily to the reduction in pre-tax income.Due to our net loss in the first nine months of 2005, the Company had atax benefit rate of 36.4% compared to an effective tax rate forthe nine months ended September 30, 2004 of 41.6%. The effectivetax rate for September 30, 2005 and 2004 was higher than the 35%effective U.S. federal statutory tax rate due principally to highereffective non-U.S. tax rates and, to a lesser extent, inclusion ofstate and local taxes net of the state and federal tax benefit.

Net income (loss).    Net income decreased $53 million, toa net loss of $7 million for the nine months ended September 30, 2005,as a result of the foregoing.

Liquidity and CapitalResources

The Company's primary source of liquidity iscash flow from operations. We also have availability under ourrevolving credit facility and receivables facility, subject to certainrequirements. Our primary liquidity requirements are expected to be fordebt servicing, working capital, restructuring obligations and capitalspending. Our liquidity requirements are significant, primarily due todebt service requirements and expected capital expenditures.

Weare significantly leveraged as a result of the Acquisition. Affiniaissued senior subordinated notes, entered into senior creditfacilities, consisting of a revolving credit facility and term loanfacilities, and initiated a trade accounts receivable securitizationprogram (the "Receivables Facility"). As ofSeptember 30, 2005, we had $633 million in aggregate indebtedness, withan additional $117 million of borrowing capacity available under ourrevolving credit facility, after giving effect to $8 million inoutstanding letters of credit, which reduced the amount availablethereunder. The aggregate indebtedness decreased $74 million sinceDecember 31, 2004, consisting of a $29 million reduction in debt and a$45 million reduction in our Receivables Facility, which qualified foroff balance sheet financing as of December 31, 2004. We had nothingoutstanding under our Receivables Facility as of September 30, 2005 and$55 million outstanding as of December 31, 2004 of which $45 millionqualified for off balance sheet financing. The Receivables Facilityprovides for a maximum capacity of $100 million. Pursuant to aregistration rights agreement, additional interest on the Notes beganto 

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accrue as of August 27, 2005 at a rate of0.25% per annum. On November 2, 2005, additional interest ceasedto accrue as we completed the exchange offer pursuant to which theNotes were exchanged for freely tradable notes registered under theSecurities Act.

We spent $23 million on capital expendituresduring the nine months ended September 30, 2005 and the Company expectscapital expenditures to total between $30 and $32 million during 2005,primarily in connection with capital improvements intended torationalize our manufacturing programs throughout the Company.

Based on the current level of operations, the Company believes thatcash flow from operations and available cash, together with availableborrowings under its revolving credit facility, will be adequate tomeet liquidity needs and fund planned capital expenditures. The Companymay, however, need to refinance all or a portion of the principalamount of the Notes and/or senior credit facility borrowings, on orprior to maturity, to meet liquidity needs. If it is determined thatrefinancing is necessary, and the Company is unable to secure suchfinancing on acceptable terms, then the Company may have insufficientliquidity to carry on its operations and meet its obligations at suchtime.

The Company can give no assurance that its business willgenerate sufficient cash flow from operations, which any revenue growthor operating improvements will be realized, or that future borrowingswill be available under its revolving credit facilities in an amountsufficient to enable it to service its indebtedness or to fund otherliquidity needs. In addition, the Company can give no assurance that itwill be able to refinance any of its indebtedness, including its seniorcredit facilities and the Notes, on commercially reasonable terms or atall.

Adjusted EBITDA is used to determine our compliance withmany of the covenants contained in our senior credit facilities and inthe indenture governing the Notes. Adjusted EBITDA is defined as EBITDAfurther adjusted to exclude unusual items and other adjustmentspermitted in calculating covenant compliance under the indenture andour senior credit facility.

The breach of covenants in oursenior credit facilities that are tied to ratios based on AdjustedEBITDA could result in a default under those facilities and the lenderscould elect to declare all amounts borrowed due and payable. Any suchacceleration would also result in a default under our indenture.Additionally, under our debt facilities, our ability to engage inactivities such as incurring additional indebtedness, makinginvestments and paying dividends is also tied to ratios based onAdjusted EBITDA. However, EBITDA and Adjusted EBITDA are not recognizedterms under GAAP and do not purport to be alternatives to net income asa measure of operating performance. Additionally, EBITDA and AdjustedEBITDA are not intended to be measures of free cash flow formanagement's discretionary use, as they do not consider certaincash requirements such as interest payments, tax payments and debtservice requirements.

We believe that the inclusion ofsupplementary adjustments to EBITDA applied in presenting AdjustedEBITDA is appropriate to provide additional information to investors todemonstrate compliance with our financing covenants.

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

|                             |  |                                                  |         |                                               |  |                                                 |         |                                              |  |        |         |        |  |        |         |         |  |  |
|-----------------------------|--|--------------------------------------------------|---------|-----------------------------------------------|--|-------------------------------------------------|---------|----------------------------------------------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                        |  | PredecessorThree Months Ended September 30, 2004 |         | SuccessorThree Months Ended September 30,2005 |  | Predecessor Nine Months Ended September30, 2004 |         | Successor Nine Months EndedSeptember 30,2005 |
|                        |  | (unaudited)                                      |
| Netincome(loss)             |  | $                                                | 16      |                                          |  | $                                               | 8       |                                         |  | $      | 46      |   |  | $      | (7      | )  |
| Interestexpense             |  |                                             | 1       |                                          |  |                                            | 13      |                                         |  |   | 2       |   |  |   | 40      |    |
| Depreciationandamortization |  |                                             | 11      |                                          |  |                                            | 10      |                                         |  |   | 33      |   |  |   | 33      |    |
| Incometax                   |  |                                             | 11      |                                          |  |                                            | 6       |                                         |  |   | 32      |   |  |   | (4      | )  |
| EBITDA                      |  |                                             | 39      |                                          |  |                                            | 37      |                                         |  |   | 113     |   |  |   | 62      |    |
| Restructuringcharges(a)     |  |                                             | — |                                          |  |                                            | 2       |                                         |  |   | — |   |  |   | 12      |    |
| Minorityinterest(b)         |  |                                             | (1      | )                                        |  |                                            | — |                                         |  |   | — |   |  |   | — |    |
| BeckArnley(c)               |  |                                             | 2       |                                          |  |                                            | — |                                         |  |   | 7       |   |  |   | 21      |    |
| Otheradjustments(d)         |  |                                             | 13      |                                          |  |                                            | — |                                         |  |   | 13      |   |  |   | — |    |
| AdjustedEBITDA              |  | $                                                | 53      |                                          |  | $                                               | 39      |                                         |  | $      | 133     |   |  | $      | 95      |    |
|                             |

|     |                                                                                                                                      |
|-----|--------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Certaincosts such as restructuring, change-over costs and certain othernon-recurring charges are allowed to be added back to EBITDA. |

|     |                                                                                                                                                                                                   |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | We incurred charges for the minority interest for anumber of non-wholly owned subsidiaries, most significantly our Polishsubsidiary. EBITDA is adjusted to eliminate the minority interestcharge. |

|     |                                                |
|-----|------------------------------------------------|
| (c) | Adjustments for negative EBITDA ofBeck Arnley. |

|     |                                                                                                   |
|-----|---------------------------------------------------------------------------------------------------|
| (d) | Reflects one time Danaadjustments to the Predecessor financial statements as a result of thesale. |

Our covenant levels and ratios for the four quartersended September 30, 2005 are as follows:

|                                                                                                                      |  |                                            |        |        |  |        |  |  |  |  |
|----------------------------------------------------------------------------------------------------------------------|--|--------------------------------------------|--------|--------|--|--------|--|--|--|--|
|                                                                                                                 |  | CovenantComplianceLevel atSeptember30,2005 |        | Ratios |
| **SeniorCredit Facilities**                                                                                          |  |                                       |   |   |  |   |
| Minimum Adjusted EBITDA tocash interestratio                                                                         |  |                                       | 2.00x  |   |  | 2.54x  |
| Maximumnet debt to Adjusted EBITDAratio                                                                              |  |                                       | 5.00x  |   |  | 4.82x  |
| **Indenture**                                                                                                        |  |                                       |   |   |  |   |
| MinimumAdjusted EBITDA to Consolidated Interest Expense required to incuradditional debt pursuant to ratioprovisions |  |                                       | 2.00x  |   |  | 2.54x  |
|                                                                                                                      |

Netcash provided by or used in operating activities

Net cashprovided by or used in operating activities for the nine months endedSeptember 30, 2004 and 2005 was a $13 million use of cash and a $90million source of cash, respectively. The $90 million source of cashfrom operating activities for the first nine months of 2005 wasprincipally due to a $62 million reduction in inventories and $29million increase in payables offset by a use of cash in accountsreceivables of $11 million.

The increase in accounts receivablesand accounts payables was due principally to the timing of cashcollections due to the seasonal nature of the industry in which theCompany operates. The Company is in the process of implementing aprogram designed to increase our efficiency in our manufacturingprocess. As a result of this lean manufacturing program, we arebeginning to see the benefits of reduced inventories.

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Net cash used in investingactivities

Historically, net cash used in investing activitieshas been for capital expenditures, offset by proceeds from thedisposition of property, plant and equipment. Capital expenditures forthe nine months ended September 30, 2004 and 2005 were $31 million and$23 million, respectively. In addition, the Company settled its workingcapital adjustments with Dana as part of the Acquisition, resulting inan additional $28 million payment to Dana during the second quarter of2005.

Net cash provided by or used in financingactivities

Net cash provided by or used in financing activitiesfor the nine months ended September 30, 2004 and 2005 was a $46 millionsource of cash and a $74 million use of cash, respectively. The $74million use of cash was a result of payments on the current and longterm debt. Cash was generated for paying down debt by focusing onreducing inventories and the sale of Beck Arnley and Cumsa. Conversely,the prior year includes a $69 million source of cash due to nettransactions with the related parties of the Predecessor in connectionwith the Acquisition.

Impact of the Acquisition andRelated Financing Transactions

As a result of the Acquisition,our assets and liabilities were adjusted to their preliminary estimatedfair value as of November 30, 2004, the closing date of theAcquisition. Purchase price allocations are subject to adjustment untilall pertinent information regarding the Acquisition is obtained andfully evaluated. During the fourth quarter of 2005, the Company expectsto complete the purchase price allocation related to the Acquisition.As discussed above, we incurred significant indebtedness in connectionwith the Acquisition. Accordingly, our interest expense is higher thanit was prior to the Acquisition. The excess of the total purchase priceover the value of our net assets at November 30, 2004, the date of theclosing of the Acquisition, was allocated to other intangible assets.These long-lived assets are subject to annual impairment review.

Risk Factors.    As a result of the Acquisition we arehighly leveraged. This leverage may limit our ability to obtainadditional financing for working capital, capital expenditures, productdevelopment, debt service requirements, acquisitions and generalcorporate or other purposes, limit our ability to adjust to changingmarket conditions and place us at a competitive disadvantage comparedto any of our less leveraged competitors. In addition, a substantialportion of our cash flows from operations must be dedicated to thepayment of principal and interest on our indebtedness and is notavailable for other purposes, including our operations, capitalexpenditures and future business opportunities. Certain of ourborrowings, including borrowings under our senior credit facilities,are at variable rates of interest, exposing us to the risk of increasedinterest rates. We may be more vulnerable than a less leveraged companyto a downturn in general economic conditions or in our business, or wemay be unable to carry out capital spending that is important to ourgrowth.

Seller Note.    As part of the financing inconnection with the Acquisition, Affinia Group Holdings Inc. issued asubordinated pay-in-kind note due 2019 with a face amount of $75million (collectively, the "Seller Note") toan affiliate of Dana. The Seller Note had an estimated fair value of$50 million upon issuance at November 30, 2004. Affina and theguarantors of its Notes have no obligations with respect to the SellerNote.

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Item 3.    Quantitative and QualitativeDisclosures About Market Risk

We are exposed to various marketrisks, which are potential losses arising from adverse changes inmarket rates and prices, such as currency and interest ratefluctuation. We do not enter into derivatives or other financialinstruments for trading or speculative purposes

Currency risk

Outside of the United States,we maintain assets and operations in Canada, Europe, Mexico, SouthAmerica and Asia. The results of operations and financial position ofour foreign operations are principally measured in their respectivecurrency and translated into U.S. dollars. As a result, exposure toforeign currency gains and losses exists. The reported income of thesesubsidiaries will be higher or lower depending on an appreciation ordepreciation of the U.S. dollar against the respective foreigncurrency. Our subsidiaries and affiliates also purchase and sellproducts and services in various currencies. As a result, we may beexposed to cost increases relative to the local currencies in themarkets in which we sell. Because a different percentage of ourrevenues is in foreign currency than our costs, a change in therelative value of the U.S. dollar could have a disproportionate impacton our revenues as compared to our costs.

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

Our strategy for management of currency risk reliesprimarily on conducting our operations in a country's respectivecurrency and may, from time to time, involve currency derivatives.

Interest rate risk

As of September 30, 2005,we had $332 million of variable rate debt outstanding. A 1%increase in the average interest rate would increase future interestexpense by approximately $3 million per year. We are required by oursenior credit facilities, for a period of not less than two years fromNovember 30, 2004, to maintain in effect appropriate interestprotection and other hedging arrangements so that at least40%  of our aggregate obligations under the term loanfacility, our Notes and any  additional senior subordinated noteswe might issue will bear interest at a fixed rate. At September30, 2005, the percentage of fixed rate to total debt of our aggregateobligations under the term loan facility and Notes was approximately47%.

Item 4. Controls and Procedures

Earlier inthe year management identified a material weakness in the operation ofour internal controls and procedures related specifically to theCompany's failure to properly reconcile $2 million, net of tax,of intercompany account balances relating to the March 31, 2005 BeckArnley disposition prior to the preparation of the Company'squarterly financial statements for the quarter ended March  31,2005.

To address this control deficiency, the Company adopted adetailed work plan to ensure that inter-company balances are reconciledand adjusted on a timely basis. The Company has implemented thedetailed work plan and has properly reconciled and adjustedintercompany account balances for subsequent months. The Company hascompleted the process to verify the adequacy of the measures taken andensure that these measures have completely addressed the previouslyidentified concern. We believe that our remediation efforts have beensuccessful and accordingly that our disclosure controls and proceduresare effective as of September 30, 2005.

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The Company's management, includingthe Chief Executive Officer and Chief Financial Officer, conducted anevaluation of the effectiveness of our disclosure controls andprocedures as of the end of the period covered by this QuarterlyReport. Based on that evaluation, our Chief Executive Officer and ChiefFinancial Officer each concluded that such disclosure controls andprocedures were effective as of September 30, 2005 because managementbelieves its remediation efforts have beensuccessful.

29

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PART II

OTHER INFORMATION

Item 6. Exhibits

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

(31) Certifications ofExecutive Officers pursuant to Rule 13a-14(a)

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

30

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SIGNATURES

The issuer has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

|        |  |                                         |  |                                                                                                |  |  |  |  |  |  |
|--------|--|-----------------------------------------|--|------------------------------------------------------------------------------------------------|--|--|--|--|--|--|
|   |  | AFFINIAGROUP INTERMEDIATE HOLDINGS INC. |
|   |  |                                    |  |                                                                                           |
|   |  | By:                                     |  | /s/Terry R. McCormack                                                                          |
|   |  |                                    |  | Terry R.McCormackChief Executive Officer, President, and Director(Principal Executive Officer) |
|   |  |                                    |  |                                                                                           |
|   |  | By:                                     |  | /s/Thomas H. Madden                                                                            |
|   |  |                                    |  | Thomas H.MaddenChief Financial Officer (Principal FinancialOfficer)                            |
|   |  |                                    |  |                                                                                           |
|   |  | By:                                     |  | /s/Patrick W. Flanagan                                                                         |
|   |  |                                    |  | Patrick W.Flanagan Corporate Controller (Principal AccountingOfficer)                          |
|        |

Date: November 14,2005

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