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UNITEDSTATESSECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549-1004

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FORM10-Q

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

For the quarterly period endedSeptember  30,2006

AffiniaGroup Intermediate Holdings Inc.

(Exact nameof registrant as specified in itscharter)

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

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

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

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

Yes        No    

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

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

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

Yes        No    

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Index

AffiniaGroup Intermediate HoldingsInc.

|         |  |  |                                                                                                                 |  |  |  |  |        |  |
|---------|--|--|-----------------------------------------------------------------------------------------------------------------|--|--|--|--|--------|--|
| PartI   |  |  | FINANCIALINFORMATION                                                                                            |  |  |  |  |   |  |
| Item1.  |  |  | Financial Statements(unaudited)                                                                                 |  |  |  |  | 4      |  |
|    |  |  | CondensedConsolidated Balance Sheets – December  31,  2005 andSeptember  30,  2006                        |  |  |  |  | 4      |  |
|    |  |  | Condensed Consolidated Statements of Operations– Three and Nine Months Ended September  30,2005 and 2006  |  |  |  |  | 5      |  |
|    |  |  | CondensedConsolidated Statements of Cash Flows – Nine Months EndedSeptember  30,  2005 (Restated) and2006 |  |  |  |  | 6      |  |
|    |  |  | Notes to CondensedConsolidated FinancialStatements                                                              |  |  |  |  | 7      |  |
| Item2.  |  |  | Management's Discussion and Analysis ofFinancial Condition and Resultsof    Operations      |  |  |  |  | 23     |  |
| Item3.  |  |  | Quantitative and Qualitative Disclosures About MarketRisk                                                       |  |  |  |  | 32     |  |
| Item 4. |  |  | Controlsand Procedures                                                                                          |  |  |  |  | 34     |  |
| PartII  |  |  | OTHERINFORMATION                                                                                                |  |  |  |  |   |  |
| Item 1. |  |  | LegalProceedings                                                                                                |  |  |  |  | 35     |  |
| Item1A. |  |  | Risk Factors                                                                                                    |  |  |  |  | 36     |  |
| Item5.  |  |  | Other Information                                                                                               |  |  |  |  | 36     |  |
| Item6.  |  |  | Exhibits                                                                                                        |  |  |  |  | 36     |  |
|    |  |  | Signatures                                                                                                      |  |  |  |  | 37     |  |
|         |

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CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

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

There are a number of risks anduncertainties that could cause our actual results to differ materiallyfrom the forward-looking statements contained in this report. Suchrisks, uncertainties and other important factors include, among others:our substantial leverage; limitations on flexibility in operating ourbusiness contained in our debt agreements; pricing pressures; the shiftin demand from premium to economy products; our dependence on ourlargest customers; increasing costs for manufactured components, rawmaterials, crude oil and energy prices; our ability to achieve costsavings from our restructuring; the consolidation of distributors;risks associated with our non-U.S. operations; product liability andcustomer warranty and recall claims; changes to environmental andautomotive safety regulations; non-performance by, or insolvency of,our suppliers or our customers; the threat of work stoppages and otherlabor disputes; challenges to our intellectual property portfolio;exposure to product liability and other liabilities for which DanaCorporation (‘‘Dana’’) retainedresponsibility due to the Chapter 11 filing of Dana; and changingdistribution channels. There may be other factors that may cause ouractual results to differ materially from the forward-lookingstatements.

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PARTI FINANCIAL INFORMATION

Item 1.    Financial Statements(unaudited)

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

|                                                                                               |  |  |                  |   |         |                  |  |  |  |   |         |   |
|-----------------------------------------------------------------------------------------------|--|--|------------------|---|---------|------------------|--|--|--|---|---------|---|
|                                                                                          |  |  | December31, 2005 |   |         | September30,2006 |
| Assets                                                                                        |  |  |                  |   |    |                  |  |  |  |   |    |   |
| Currentassets:                                                                                |  |  |                  |   |    |                  |  |  |  |   |    |   |
| Cash and cashequivalents                                                                      |  |  |                  | $ | 82      |                  |  |  |  | $ | 83      |   |
| Tradeaccounts receivable, less allowances of $2 and $6  million,respectively, in 2005 and2006 |  |  |                  |   | 350     |                  |  |  |  |   | 399     |   |
| Inventories,net                                                                               |  |  |                  |   | 417     |                  |  |  |  |   | 429     |   |
| Other currentassets                                                                           |  |  |                  |   | 58      |                  |  |  |  |   | 55      |   |
| Totalcurrent assets                                                                           |  |  |                  |   | 907     |                  |  |  |  |   | 966     |   |
| Property,plant and equipment,net                                                              |  |  |                  |   | 198     |                  |  |  |  |   | 187     |   |
| Goodwill                                                                                      |  |  |                  |   | 57      |                  |  |  |  |   | 50      |   |
| Otherintangible assets,net                                                                    |  |  |                  |   | 178     |                  |  |  |  |   | 172     |   |
| Deferred financingcosts, net                                                                  |  |  |                  |   | 22      |                  |  |  |  |   | 19      |   |
| Other long-termassets                                                                         |  |  |                  |   | 78      |                  |  |  |  |   | 83      |   |
| Totalassets                                                                                   |  |  |                  | $ | 1,440   |                  |  |  |  | $ | 1,477   |   |
| Liabilitiesand shareholders'equity                                                            |  |  |                  |   |    |                  |  |  |  |   |    |   |
| Currentliabilities:                                                                           |  |  |                  |   |    |                  |  |  |  |   |    |   |
| Accountspayable                                                                               |  |  |                  | $ | 232     |                  |  |  |  | $ | 231     |   |
| Otheraccruedexpenses                                                                          |  |  |                  |   | 142     |                  |  |  |  |   | 157     |   |
| Accruedpayroll and employeebenefits                                                           |  |  |                  |   | 34      |                  |  |  |  |   | 37      |   |
| Notes payableand current portion of long termdebt                                             |  |  |                  |   | — |                  |  |  |  |   | 1       |   |
| Totalcurrentliabilities                                                                       |  |  |                  |   | 408     |                  |  |  |  |   | 426     |   |
| Long-termdebt                                                                                 |  |  |                  |   | 612     |                  |  |  |  |   | 612     |   |
| Other noncurrentliabilities                                                                   |  |  |                  |   | 45      |                  |  |  |  |   | 51      |   |
| Totalliabilities                                                                              |  |  |                  |   | 1,065   |                  |  |  |  |   | 1,089   |   |
| Minorityinterest in consolidatedsubsidiaries                                                  |  |  |                  |   | 1       |                  |  |  |  |   | 2       |   |
| Commitmentsand Contingencies                                                                  |  |  |                  |   |    |                  |  |  |  |   |    |   |
| Common stock,$.01 par value, 1,000 shares authorized, issued andoutstanding                   |  |  |                  |   | — |                  |  |  |  |   | — |   |
| Additionalpaid in-capital                                                                     |  |  |                  |   | 406     |                  |  |  |  |   | 407     |   |
| Accumulateddeficit                                                                            |  |  |                  |   | (34     | )                |  |  |  |   | (30     | ) |
| Accumulated othercomprehensiveincome                                                          |  |  |                  |   | 2       |                  |  |  |  |   | 9       |   |
| Shareholders'equity                                                                           |  |  |                  |   | 374     |                  |  |  |  |   | 386     |   |
| Totalliabilities and shareholders'equity                                                      |  |  |                  | $ | 1,440   |                  |  |  |  | $ | 1,477   |   |
|                                                                                               |

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

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

|                                                      |  |  |                                    |   |         |                                    |  |  |                                   |   |         |                                   |  |  |  |   |         |   |  |  |  |   |         |  |
|------------------------------------------------------|--|--|------------------------------------|---|---------|------------------------------------|--|--|-----------------------------------|---|---------|-----------------------------------|--|--|--|---|---------|---|--|--|--|---|---------|--|
|                                                 |  |  | ThreeMonths EndedSeptember 30,2005 |   |         | ThreeMonthsEndedSeptember 30, 2006 |  |  | NineMonthsEndedSeptember 30, 2005 |   |         | NineMonthsEndedSeptember 30, 2006 |
| Netsales                                             |  |  |                                    | $ | 549     |                                    |  |  |                                   | $ | 548     |                                   |  |  |  | $ | 1,618   |   |  |  |  | $ | 1,658   |  |
| Costofsales                                          |  |  |                                    |   | 465     |                                    |  |  |                                   |   | 450     |                                   |  |  |  |   | 1,383   |   |  |  |  |   | 1,369   |  |
| Grossprofit                                          |  |  |                                    |   | 84      |                                    |  |  |                                   |   | 98      |                                   |  |  |  |   | 235     |   |  |  |  |   | 289     |  |
| Selling,general and administrativeexpenses           |  |  |                                    |   | 59      |                                    |  |  |                                   |   | 76      |                                   |  |  |  |   | 190     |   |  |  |  |   | 245     |  |
| Losson disposition of BeckArnley                     |  |  |                                    |   | — |                                    |  |  |                                   |   | — |                                   |  |  |  |   | 21      |   |  |  |  |   | — |  |
| Operatingprofit                                      |  |  |                                    |   | 25      |                                    |  |  |                                   |   | 22      |                                   |  |  |  |   | 24      |   |  |  |  |   | 44      |  |
| Otherincome,net                                      |  |  |                                    |   | 2       |                                    |  |  |                                   |   | 1       |                                   |  |  |  |   | 5       |   |  |  |  |   | 5       |  |
| Interestexpense                                      |  |  |                                    |   | 13      |                                    |  |  |                                   |   | 15      |                                   |  |  |  |   | 40      |   |  |  |  |   | 44      |  |
| Income(loss) before incometaxes                      |  |  |                                    |   | 14      |                                    |  |  |                                   |   | 8       |                                   |  |  |  |   | (11     | ) |  |  |  |   | 5       |  |
| Incometax expense(benefit)                           |  |  |                                    |   | 6       |                                    |  |  |                                   |   | (4      | )                                 |  |  |  |   | (4      | ) |  |  |  |   | 1       |  |
| Income(loss) from continuingoperations               |  |  |                                    |   | 8       |                                    |  |  |                                   |   | 12      |                                   |  |  |  |   | (7      | ) |  |  |  |   | 4       |  |
| Income(loss) from discontinued operations, net oftax |  |  |                                    |   | — |                                    |  |  |                                   |   | — |                                   |  |  |  |   | — |   |  |  |  |   | — |  |
| Netincome(loss)                                      |  |  |                                    | $ | 8       |                                    |  |  |                                   | $ | 12      |                                   |  |  |  | $ | (7      | ) |  |  |  | $ | 4       |  |
|                                                      |

    

Theaccompanying notes are an integral part of the unaudited condensedfinancial statements.

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

|                                                                                                 |  |  |                                      |   |         |                                    |  |  |  |   |                                                   |   |
|-------------------------------------------------------------------------------------------------|--|--|--------------------------------------|---|---------|------------------------------------|--|--|--|---|---------------------------------------------------|---|
|                                                                                            |  |  | NineMonths EndedSeptember 30,2005(1) |   |         | NineMonths Ended September 30,2006 |
| Operatingactivities                                                                             |  |  |                                      |   |    |                                    |  |  |  |   |                                              |   |
| Net (loss)income                                                                                |  |  |                                      | $ | (7      | )                                  |  |  |  | $ | 4                                                 |   |
| Adjustmentsto reconcile net (loss) income to net cash provided by (used in)operatingactivities: |  |  |                                      |   |    |                                    |  |  |  |   |                                              |   |
| Depreciationandamortization                                                                     |  |  |                                      |   | 33      |                                    |  |  |  |   | 36                                                |   |
| Provisionfor deferred incometaxes                                                               |  |  |                                      |   | (8      | )                                  |  |  |  |   | (7                                                | ) |
| Changesin current assets andliabilities:                                                        |  |  |                                      |   |    |                                    |  |  |  |   |                                              |   |
| Trade accountsreceivable                                                                        |  |  |                                      |   | (56     | )                                  |  |  |  |   | (49                                               | ) |
| Inventories                                                                                     |  |  |                                      |   | 62      |                                    |  |  |  |   | (12                                               | ) |
| Othercurrent assets                                                                             |  |  |                                      |   | (10     | )                                  |  |  |  |   | 3                                                 |   |
| Othercurrentliabilities                                                                         |  |  |                                      |   | 33      |                                    |  |  |  |   | 17                                                |   |
| Other                                                                                           |  |  |                                      |   | (4      | )                                  |  |  |  |   | 15                                                |   |
| Netcash provided by operating activities of continuingoperations                                |  |  |                                      |   | 43      |                                    |  |  |  |   | 7                                                 |   |
| Net cash provided byoperating activities of discontinuedoperations                              |  |  |                                      |   | 2       |                                    |  |  |  |   | —                                           |   |
| Netcash provided by operatingactivities                                                         |  |  |                                      |   | 45      |                                    |  |  |  |   | 7                                                 |   |
| Investingactivities                                                                             |  |  |                                      |   |    |                                    |  |  |  |   |                                              |   |
| Working capitalsettlement withDana                                                              |  |  |                                      |   | (28     | )                                  |  |  |  |   | —                                           |   |
| Proceeds fromsales of assets                                                                    |  |  |                                      |   | 1       |                                    |  |  |  |   | 2                                                 |   |
| Additions toproperty, plant andequipment                                                        |  |  |                                      |   | (23     | )                                  |  |  |  |   | (17                                               | ) |
| Netcash used in investing activities of continuingoperations                                    |  |  |                                      |   | (50     | )                                  |  |  |  |   | (15                                               | ) |
| Net cashprovided by investing activities of discontinuedoperations                              |  |  |                                      |   | 7       |                                    |  |  |  |   | —                                           |   |
| Netcash used in investingactivities                                                             |  |  |                                      |   | (43     | )                                  |  |  |  |   | (15                                               | ) |
| Financingactivities                                                                             |  |  |                                      |   |    |                                    |  |  |  |   |                                              |   |
| Short-term debt,net                                                                             |  |  |                                      |   | (14     | )                                  |  |  |  |   | 1                                                 |   |
| Payment of long-termdebt                                                                        |  |  |                                      |   | (15     | )                                  |  |  |  |   | —                                           |   |
| Netcash (used in) provided by financing activities of continuingoperations                      |  |  |                                      |   | (29     | )                                  |  |  |  |   | 1                                                 |   |
| Net cash used infinancing activities of discontinuedoperations                                  |  |  |                                      |   | — |                                    |  |  |  |   | —                                           |   |
| Netcash (used in) provided by financingactivities                                               |  |  |                                      |   | (29     | )                                  |  |  |  |   | 1                                                 |   |
| Effectof exchange rate changes oncash                                                           |  |  |                                      |   | — |                                    |  |  |  |   |         8 |   |
| Changein cash and cashequivalents                                                               |  |  |                                      |   | (27     | )                                  |  |  |  |   | 1                                                 |   |
| Cashand cash equivalents at beginning of theperiod                                              |  |  |                                      |   | 80      |                                    |  |  |  |   | 82                                                |   |
| Cashand cash equivalents at end of theperiod                                                    |  |  |                                      | $ | 53      |                                    |  |  |  | $ | 83                                                |   |
| Supplementalcash flowsinformation                                                               |  |  |                                      |   |    |                                    |  |  |  |   |                                              |   |
| Cashpaid during the periodfor:                                                                  |  |  |                                      |   |    |                                    |  |  |  |   |                                              |   |
| Interest                                                                                        |  |  |                                      | $ | 27      |                                    |  |  |  | $ | 33                                                |   |
| Incometaxes                                                                                     |  |  |                                      | $ | 14      |                                    |  |  |  | $ | 10                                                |   |
|                                                                                                 |

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|     |                       |
|-----|-----------------------|
| (1) | Asrestated see Note 3 |

The accompanying notesare an integral part of the unaudited condensed consolidated financialstatements.

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NOTESTO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note1.    Organization and Description of Business

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

Affiniais a leading designer, manufacturer and distributor of aftermarketcomponents for passenger cars, sport utility vehicles, light, mediumand heavy trucks and off-highway vehicles. Our broad range of brake,filtration and chassis products are sold in North America, Europe,South America and Asia.

Note 2.    Basis ofPresentation

The accompanying unaudited condensed consolidatedfinancial statements include the accounts of Affinia Group IntermediateHoldings Inc. and its subsidiaries. In these notes to the financialstatements, the terms ‘‘the Company,’’‘‘we,’’ ‘‘our’’and ‘‘us’’ refer to Affinia GroupIntermediate Holdings Inc. and its subsidiaries on a consolidatedbasis.

The interim financial statements are prepared inconformity with accounting principles generally accepted in the UnitedStates of America (‘‘GAAP’’). Suchprinciples are applied on a basis consistent with information reflectedin our Form 10-K for the year ended December  31,  2005filed with the Securities and Exchange Commission (the‘‘SEC’’). Certain information and footnotedisclosures normally included in financial statements prepared inaccordance with GAAP have been condensed or omitted pursuant to therules and regulations promulgated by the SEC. In the opinion ofmanagement, the interim financial information includes all adjustmentsand accruals, consisting only of normal recurring adjustments, whichare necessary for a fair presentation of results for the respectiveinterim period.

Our Condensed Consolidated Statement ofOperations for the three and nine month periods ending September30,  2005 has been reclassified to present Candados Universalesde Mexico, S.A. de C.V. (‘‘Cumsa’’) and thedistribution company for Cumsa (Auto Parts Acquisition LLC) asdiscontinued operations treatment (refer to Note 13).

Note3.    Restatement of Cash Flow Statement

Subsequent to theissuance of the consolidated financial statements as of December31,  2004, we identified an error related to the initialrecognition in the statement of cash flows of the funds received fromthe receivable financing facility that were used to partially fund theAcquisition of the aftermarket subsidiaries from Dana. There was noincome statement impact or balance sheet impact as a result of thisrestatement. At December  31,  2004, we had $55million of receivables outstanding under a receivables facility, ofwhich $45  million qualified for sale accounting. Subsequent tothe issuance of our interim report on Form 10-Q for the quarterlyperiod ended September  30,  2005, we determined that thecash received from the sale of accounts receivable should have beenpresented in operating activities and the cash received from tradeaccounts receivable previously sold should not be reflected in theStatement of Cash Flows.

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The following table sets forth the impactof the adjustment discussed above on the Consolidated Statement of CashFlows for the nine months ended September  30,  2005(Dollars inMillions):

|                                         |  |  |                                    |  |     |            |  |  |  |  |     |   |
|-----------------------------------------|--|--|------------------------------------|--|-----|------------|--|--|--|--|-----|---|
|                                    |  |  | Nine MonthsEndedSeptember  30,2005 |
|                                    |  |  | AsOriginally Reported              |  |     | AsRestated |
| Change in trade accountsreceivable      |  |  |                                    |  | (11 | )          |  |  |  |  | (56 | ) |
| Netcash provided by operatingactivities |  |  |                                    |  | 90  |            |  |  |  |  | 45  |   |
| Short-termdebt,net                      |  |  |                                    |  | (59 | )          |  |  |  |  | (14 | ) |
| Netcash used in financingactivities     |  |  |                                    |  | (74 | )          |  |  |  |  | (29 | ) |
|                                         |

TheDecember  31,  2005 supplemental guarantor consolidatingbalance sheet as presented in Note 15, FinancialInformation for Guarantors and Non-Guarantors, has been restated toreflect the Parent's investments in subsidiaries under the equitymethod of accounting. This change in presentation did not affect ourconsolidated financial position or consolidated results of operations,nor did the change impact our compliance with debt covenants orratios.

Note 4.    New Accounting Pronouncements

InSeptember  2006, the SEC issued Staff Accounting Bulletin(‘‘SAB’’) 108, Considering theEffects of Prior Year Misstatements when Quantifying Misstatements inCurrent Year Financial Statement, to address diversity in practicein quantifying financial statement misstatements. SAB 108 requires thatwe quantify misstatements based on their impact on each of ourfinancial statements and related disclosures. SAB 108 is effective asof the end of our 2006 fiscal year, allowing a one-time transitionalcumulative effect adjustment to retained earnings as ofJanuary 1, 2006 for errors that were not previously deemedmaterial, but are material under the guidance in SAB 108. We arecurrently evaluating the impact of adopting SAB 108 on our financialstatements.

In September  2006, the Financial AccountingStandards Board (the ‘‘FASB’’) issuedStatement of Financial Accounting Standards(‘‘SFAS’’)157, Fair ValueMeasurements, which defines fair value, establishes a framework formeasuring fair value, and expands disclosures about fair valuemeasurements. The provisions of SFAS 157 are effective as ofJanuary  1,  2007. We are currently evaluating the impactof adopting SFAS 157 on our financial statements.

InSeptember  2006, the FASB issued SFAS 158, Employer’sAccounting for Defined Benefit Pension and Other PostretirementPlans—an amendment of FASB Statements No. 87, 88, 106, and132(R). SFAS 158 requires that we recognize the overfunded orunderfunded status of our defined benefit and retiree medical plans(the ‘‘Plans’’) as an asset or liability onthe 2006 year-end balance sheet, with changes in the funded statusrecognized through comprehensive income in the year in which theyoccur. We are currently evaluating the impact of adopting SFAS 158 onthe financial statements. SFAS 158 also requires us to measure thefunded status of our Plans as of our year-end balance sheet date by nolater than December  31,  2008.

In July  2006,the FASB issued FASB Interpretation(‘‘FIN’’) No. 48, Accounting forUncertainty in Income Taxes—an interpretation of FASB StatementNo. 109, which clarifies the accounting for uncertainty intax positions. This Interpretation requires that we recognize in ourfinancial statements the impact of a tax position if that position ismore likely than not of being sustained on audit, based solely on thetechnical merits of the position. The provisions of FIN 48 areeffective as of the beginning of our 2007 fiscal year, with thecumulative effect of the change in accounting principle recorded as anadjustment to opening retained earnings. We are currently evaluatingthe impact of adopting FIN 48 on our consolidated financialstatements.

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Note 5.    Inventories,net

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

|                 |  |  |                    |   |     |                     |  |  |  |   |     |  |
|-----------------|--|--|--------------------|---|-----|---------------------|--|--|--|---|-----|--|
|            |  |  | AtDecember 31,2005 |   |     | At September30,2006 |
| Rawmaterials    |  |  |                    | $ | 107 |                     |  |  |  | $ | 111 |  |
| Work-in-process |  |  |                    |   | 21  |                     |  |  |  |   | 24  |  |
| Finishedgoods   |  |  |                    |   | 289 |                     |  |  |  |   | 294 |  |
|            |  |  |                    | $ | 417 |                     |  |  |  | $ | 429 |  |
|                 |

Note6.    Comprehensive Income (loss)

The elements ofcomprehensive income (loss) are presented in the following table(Dollars inMillions):

|                                                               |  |  |                                    |   |         |                                    |  |  |                                   |   |         |                                   |  |  |  |   |         |   |  |  |  |   |    |   |
|---------------------------------------------------------------|--|--|------------------------------------|---|---------|------------------------------------|--|--|-----------------------------------|---|---------|-----------------------------------|--|--|--|---|---------|---|--|--|--|---|----|---|
|                                                          |  |  | ThreeMonths EndedSeptember 30,2005 |   |         | Three MonthsEndedSeptember 30,2006 |  |  | Nine MonthsEndedSeptember 30,2005 |   |         | Nine MonthsEndedSeptember 30,2006 |
| Net income(loss)                                              |  |  |                                    | $ | 8       |                                    |  |  |                                   | $ | 12      |                                   |  |  |  | $ | (7      | ) |  |  |  | $ | 4  |   |
| Additionalpension liability (net oftax)                       |  |  |                                    |   | — |                                    |  |  |                                   |   | (1      | )                                 |  |  |  |   | — |   |  |  |  |   | (1 | ) |
| Changein foreign currency translation adjustments (net oftax) |  |  |                                    |   | 8       |                                    |  |  |                                   |   | — |                                   |  |  |  |   | — |   |  |  |  |   | 8  |   |
| Comprehensiveincome(loss)                                     |  |  |                                    | $ | 16      |                                    |  |  |                                   | $ | 11      |                                   |  |  |  | $ | (7      | ) |  |  |  | $ | 11 |   |
|                                                               |

Note7.    Goodwill

The following table summarizes goodwillactivity for the first nine months of 2006 (Dollars inMillions):

|                                                 |  |  |                                    |   |    |   |
|-------------------------------------------------|--|--|------------------------------------|---|----|---|
|                                            |  |  | NineMonths EndedSeptember 30, 2006 |
| Balance atDecember  31,  2005                   |  |  |                                    | $ | 57 |   |
| Taxbenefit reduction                            |  |  |                                    |   | (4 | ) |
| Adjustment forreduction in estimatedliabilities |  |  |                                    |   | (3 | ) |
| Balanceat September  30,2006                    |  |  |                                    | $ | 50 |   |
|                                                 |

Inaccordance with SFAS 109, Accounting for Income Taxes, the taxbenefit for the excess of tax-deductible goodwill over the reportedamount of goodwill is applied to first reduce the goodwill related tothe Acquisition. The tax benefit for the excess of tax deductiblegoodwill will reduce reported goodwill by approximately $1.3million each quarter until goodwill is decreased to zero. Once thereported amount of goodwill is reduced to zero, the remaining taxbenefit reduces the basis of the intangible assets purchased in theAcquisition. Any remaining tax benefit reduces income tax expense. Weexpect approximately $18.3  million of tax benefit to remainafter reducing reported goodwill to zero. In addition, in the thirdquarter of 2006, we reduced goodwill and deferred tax liabilities for areduction in estimated liabilities assumed as a result of theAcquistion.

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Note 8.    Commitments, Contingenciesand Reserves

At September  30,  2006, the Companyhad purchase commitments for property, plant and equipment ofapproximately $3  million.

A reconciliation of the changesin our sales returns reserve is as follows (Dollars inMillions):

|                  |  |  |                                     |   |     |                                     |  |  |  |   |     |   |
|------------------|--|--|-------------------------------------|---|-----|-------------------------------------|--|--|--|---|-----|---|
|             |  |  | NineMonths Ended September 30, 2005 |   |     | Nine Months EndedSeptember 30, 2006 |
| Beginningbalance |  |  |                                     | $ | 18  |                                     |  |  |  | $ | 19  |   |
| Amountscharged   |  |  |                                     |   | 40  |                                     |  |  |  |   | 38  |   |
| Returnsprocessed |  |  |                                     |   | (38 | )                                   |  |  |  |   | (38 | ) |
|             |  |  |                                     | $ | 20  |                                     |  |  |  | $ | 19  |   |
|                  |

InMarch  2005, the FASB issued FIN 47, Accounting forConditional Asset Retirement Obligations. We adopted FIN 47effective December  31, 2005.  FIN 47 requires thata liability for the fair value of an Asset Retirement Obligation(‘‘ARO’’) be recognized in the period inwhich it is incurred if it can be reasonably estimated, with theoffsetting associated asset retirement costs capitalized as part of thecarrying amount of the long-lived asset.  The ARO issubsequently allocated to expense using a systematic and rationalmethod over its useful life.  Changes in the AROliability resulting from the passage of time are recognized as anincrease in the carrying amount of the liability and an accretion toexpense.  Changes resulting from revisions to the timingor amount of the original estimate of cash flows are recognized as anincrease or a decrease in both the asset andliability.  Our ARO liability recorded at December31,  2005 and September  30,  2006 was $3million and the accretion for the nine months was less than $1million.

During the first nine months of 2006, the reserve foraccounts receivable increased by $4  million. Contributing to theincrease in the reserve was additional exposure at one of ourinternational locations. In addition, the reserve has increased due tothe termination of a customer relationship.

Note9.    Restructuring of Operations

In 2005, we announced tworestructuring plans: (i) a restructuring plan that we announced at thebeginning of 2005 as part of the Acquisition, also referred to hereinas the acquisition restructuring and (ii) a restructuring plan that weannounced at the end of 2005, also referred to herein as thecomprehensive restructuring.

In December  2005, weannounced the closure of our Southampton (UK) facility. Additionally,in March  2006 we announced the closure of the Erie (PA), NorthEast (PA) and the McHenry (IL) plants and our intent to sell theWaupauca (WI), Sudbury (Ontario, Canada) and St. Catharines (Ontario,Canada) facilities. We were unable to find a buyer for the St.Catharines, Ontario foundry. Consequently, in June  2006, weannounced our decision to close this foundry, which is anticipated toclose by the end of 2006. In the third quarter of 2006 we announced theclosure of our Cambridge (Ontario, Canada) facility, which isanticipated to close during the first quarter of 2007. Further, inOctober  2006, we announced the closure of our Cuba (MO)facility, which is anticipated to close during the first quarter of2007. Additional facility closures may be announced as part of thecomprehensive restructuring.

During 2005, in connection with thecomprehensive restructuring, we recorded a charge of $21  millionto cost of sales and $2  million to selling, general andadministrative expenses, comprised primarily of severance costs andfixed asset impairment. The write-down of fixed assets was accountedfor in accordance with SFAS 144, Accounting for the Impairment orDisposal of Long-Lived Assets. Severance costs are being accountedfor in accordance with SFAS 146, Accounting for Costs Associatedwith Exit or Disposal Activities. We currently estimate that wewill incur approximately $152  million of cash and non cashrestructuring costs.

In the first quarter of 2005, as part ofthe Acquisition, we announced the acquisition restructuring. Theacquisition restructuring was initiated to take advantage ofopportunities we identified prior to the Acquisition but were limitedin our ability to pursue as part of Dana due to resource constraints.

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During 2005, acquisition restructuring costsof $21  million were recorded to goodwill as an adjustment to theopening balance sheet, comprised of severance costs, fixed assetimpairments and other exit costs. Additionally in 2005, we chargeddirectly to selling, general and administrative expenses $2million relating to current period exit costs.

AtSeptember  30,  2006, $13  million of restructuringcharges remained in accrued liabilities, relating to wage andhealthcare continuation for severed employees and other terminationcosts. These remaining liabilities are expected to be paid during thebalance of 2006. The following table summarizes the activity in accruedrestructuring for our continuing operations during the firstnine months of 2006 (Dollars inMillions):

|                                        |  |  |  |   |        |   |
|----------------------------------------|--|--|--|---|--------|---|
| Balanceat December  31,2005            |  |  |  | $ | 8      |   |
| Charges toexpense:                     |  |  |  |   |   |   |
| Severance and benefitrelated expenses  |  |  |  |   | 20     |   |
| Asset write-offsexpense                |  |  |  |   | 1      |   |
| Otherexpenses                          |  |  |  |   | 5      |   |
| Totalrestructuring expenses            |  |  |  |   | 26     |   |
| Cashpayments and asset write-offs:     |  |  |  |   |   |   |
| Cashpayments                           |  |  |  |   | (19    | ) |
| Other                                  |  |  |  |   | (1     | ) |
| Assetwrite-offs                        |  |  |  |   | (1     | ) |
| Totalcash payments and assetwrite-offs |  |  |  |   | (21    | ) |
| Balanceat September  30,2006           |  |  |  | $ | 13     |   |
|                                        |

Note10.    Related Party Transactions

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

On April29,  2005, Dana paid the Company $12  million in settlementof the TSA noted above, as well as $11  million for uncollectiblereceivables covered by the Purchase Agreement, offset by $13million of original purchase price consideration and $3  millionof working capital adjustments, which resulted in a net payment of$7  million to the Company.

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

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Dana is contractually obligated to indemnifyus. The failure of Dana to honor its indemnification obligations couldadversely affect our financial condition and results of operations.

As of March  31,  2006 we fully reserved for the$2  million in accounts receivable due from the Debtors.Subsequent to March  31,  2006, a number of of eventsoccurred, including the receipt of payments from the Debtors, tomitigate our accounts receivable exposure with the Debtors, to such anextent that we were able to reverse this reserve. We have an ongoingbusiness relationship with the Debtors and have recorded no additionalreserves for the post petition accounts receivable due from theDebtors.

Note 11.    Segment and GeographicInformation

The Company operates in a single business segment,which is the design, manufacture and distribution of aftermarketcomponents for passenger cars, sport utility vehicles, light, mediumand heavy trucks and off-highway vehicles. The products and services,customer base, distribution channel, manufacturing process, procurementand economic characteristics are similar throughout all of theCompany's operations.

Net sales by geographic region wereas follows (Dollars inMillions):

|                 |  |  |                                     |   |     |                                     |  |  |                                    |   |     |                                    |  |  |  |   |       |  |  |  |  |   |       |  |
|-----------------|--|--|-------------------------------------|---|-----|-------------------------------------|--|--|------------------------------------|---|-----|------------------------------------|--|--|--|---|-------|--|--|--|--|---|-------|--|
|            |  |  | ThreeMonths Ended September 30,2005 |   |     | Three MonthsEnded September 30,2006 |  |  | Nine Months EndedSeptember 30,2005 |   |     | Nine Months Ended September30,2006 |
| NorthAmerica    |  |  |                                     | $ | 399 |                                     |  |  |                                    | $ | 388 |                                    |  |  |  | $ | 1,173 |  |  |  |  | $ | 1,191 |  |
| Othercontinents |  |  |                                     |   | 150 |                                     |  |  |                                    |   | 160 |                                    |  |  |  |   | 445   |  |  |  |  |   | 467   |  |
|            |  |  |                                     | $ | 549 |                                     |  |  |                                    | $ | 548 |                                    |  |  |  | $ | 1,618 |  |  |  |  | $ | 1,658 |  |
|                 |

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

|                 |  |  |                 |   |     |                   |  |  |  |   |     |  |
|-----------------|--|--|-----------------|---|-----|-------------------|--|--|--|---|-----|--|
|            |  |  | December31,2005 |   |     | September 30,2006 |
| NorthAmerica    |  |  |                 | $ | 142 |                   |  |  |  | $ | 129 |  |
| Othercontinents |  |  |                 |   | 56  |                   |  |  |  |   | 58  |  |
|            |  |  |                 | $ | 198 |                   |  |  |  | $ | 187 |  |
|                 |

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

Note 12.    Divestiture of Affiliate

OnMarch  31,  2005, Affinia completed the legal sale of itssubsidiary, Beck Arnley Worldparts Corporation (‘‘BeckArnley’’), to Heritage Equity Group(‘‘Heritage’’), pursuant to a stockpurchase agreement. The contingent purchase price, which was based onfuture sales of Beck Arnley, for the stock of Beck Arnley was $5million to be paid starting in 2006. Affinia also made a $3million five year term loan to Beck Arnley, bearing interestat nine percent per annum. In addition, the stock purchase agreementprovided that all of the cash at Beck Arnley, with the exception of$2  million, be retained by the Company. As a result, Affiniaretained $17  million of cash that was held on the books of BeckArnley. In connection with the transaction, Affinia recognized apre-tax loss on the sale of $21  million, in addition to the$3  million loss from normal operations in the first quarter of2005.

On April  20,  2006, Heritage and Beck Arnleyfiled suit against Affinia in the Rutherford County Chancery Court forthe State of Tennessee. The suit arises out of Affinia’s sale ofBeck Arnley to Heritage and damages allegedly arising from a taxelection which Affinia was required to make under the PurchaseAgreement with Dana. Affinia intends to vigorously defend this matterand does not believe it has any liability. Affinia has moved to dismissthe suit in Tennessee and filed a declaratory judgment action inIllinois. On November  2, 2006, the court dismissed thedeclaratory judgment action. The parties have begun the discoveryprocess.

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Note 13.    DiscontinuedOperation

During the third quarter of 2005, we completed thesale of Candados Universales de Mexico, S.A. de C.V.(‘‘Cumsa’’), one of our Mexican operations,and the distribution company for Cumsa (Auto Parts Acquisition LLC) for$7  million in cash. Under the provisions of SFAS 144,Accounting for the Impairment or Disposal of Long-Lived Assets,we classify a business component that has been disposed of as adiscontinued operation if the cash flow of the component has beeneliminated from our ongoing operations and we will no longer have anysignificant continuing involvement in the component. The results ofoperations of our discontinued operations through the date of sale,including any gains or losses on disposition, are aggregated andpresented on one line in the Consolidated Statement of Operations. SFAS144 requires the reclassification of amounts presented for prior yearsas discontinued operations. The amounts presented in the ConsolidatedStatement of Operations for the three and nine month period endedSeptember  30,  2005 were reclassified to comply with SFAS144. The after-tax loss recognized on the sale during the third quarterof fiscal 2005 was less than one million.

Note 14.    StockOption Plans

On July  20,  2005, we adoptedthe Affinia Group Holdings Inc. 2005 Stock Incentive Plan, which werefer to as our stock incentive plan. A maximum of 227,000 shares ofcommon stock may be subject to awards under the stock incentive plan.The exercise price is $100 per option. Each option expiresAugust  1,  2015. One-half of the options vest based on theperformance of the Company and the remaining portion vests at the endof each year ratably over the period from the year of the grant untilDecember  31,  2009. The weighted fair value of the optionsgranted was approximately $2  million as of September30,  2006 and we recognized less than $1  million inselling, general and administrative expenses in relation to the optionsduring the nine months ended September  30,2006.

|                                   |  |  |         |  |         |   |
|-----------------------------------|--|--|---------|--|---------|---|
|                              |  |  | Options |
| Outstandingat January 1,2006 |  |  |         |  | 140,700 |   |
| Granted                           |  |  |         |  | 14,060  |   |
| Forfeited/expired                 |  |  |         |  | (1,500  | ) |
| Outstandingat September  30,2006  |  |  |         |  | 153,260 |   |
|                                   |

Weadopted SFAS 123(R), Share-Based Payment, during the fourthquarter of 2005 and account for our employee stock options under thefair value method of accounting using a Black-Scholes model to measurestock-based compensation expense at the date of grant. Ourweighted-average Black-Scholes fair value assumptionsinclude:

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

Note 15.    FinancialInformation for Guarantors and Non-Guarantors

In connection withthe Acquisition on November  30,  2004, Affinia issued$300  million of 9% Senior Subordinated Notes due 2014(the ‘‘Unregistered Notes’’) to qualifiedinstitutional buyers and certain persons in offshore transactions. TheUnregistered Notes, which were exchanged for $300  million of9% Senior Subordinated Notes due 2014 registered under theSecurities Act on November  2,  2005 (the‘‘Notes’’), are guaranteed by all ofAffinia's wholly owned domestic subsidiaries and byAffinia's direct parent, Affinia Group Intermediate Holdings Inc.(referred to in the following tables as‘‘Parent’’). These guarantors jointly andseverally guarantee Affinia's obligations under the Notes andsuch guarantees represent full and unconditional general obligations ofeach guarantor. In the following tables,‘‘Issuer’’ refers to Affinia and‘‘Guarantors’’ refers to Affinia’ssubsidiary guarantors. The Parent and the Guarantors alsounconditionally guarantee Affinia's borrowings under its seniorsecured credit facilities on the same basis.

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The following unaudited informationpresents Consolidating Statements of Operations for the three and ninemonths ended September  30,  2005 and 2006, ConsolidatingStatements of Cash Flows for the nine months ended September30,  2005 and 2006 and Consolidating Balance Sheets as ofDecember  31,  2005 and September  30,  2006 toarrive at the information for the Company on a consolidated basis.Other separate financial statements and other disclosures concerningthe Parent and the Guarantors are not presented because management doesnot believe that such information is material toinvestors.

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AffiniaGroup Intermediate Holdings Inc.Supplemental GuarantorConsolidating Balance Sheet(1) December  31,2005(Dollars inMillions)

|                                                |  |  |        |   |         |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |  |  |  |  |   |         |   |  |  |  |   |         |  |
|------------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|--|--|--|--|---|---------|---|--|--|--|---|---------|--|
|                                           |  |  | Parent |   |         | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Eliminations |   |         | ConsolidatedTotal |
| Assets                                         |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Currentassets:                                 |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Cashand cashequivalents                        |  |  |        | $ | — |        |  |  |           | $ | 44      |               |  |  |              | $ | 1       |                   |  |  |  | $ | 37      |  |  |  |  | $ | — |   |  |  |  | $ | 82      |  |
| Accountsreceivable,net                         |  |  |        |   | — |        |  |  |           |   | 32      |               |  |  |              |   | 190     |                   |  |  |  |   | 128     |  |  |  |  |   | — |   |  |  |  |   | 350     |  |
| Inventories,net                                |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 245     |                   |  |  |  |   | 172     |  |  |  |  |   | — |   |  |  |  |   | 417     |  |
| Othercurrentassets                             |  |  |        |   | — |        |  |  |           |   | 31      |               |  |  |              |   | 2       |                   |  |  |  |   | 25      |  |  |  |  |   | — |   |  |  |  |   | 58      |  |
| Totalcurrentassets                             |  |  |        |   | — |        |  |  |           |   | 107     |               |  |  |              |   | 438     |                   |  |  |  |   | 362     |  |  |  |  |   | — |   |  |  |  |   | 907     |  |
| Investmentsand otherassets                     |  |  |        |   | — |        |  |  |           |   | 319     |               |  |  |              |   | 2       |                   |  |  |  |   | 14      |  |  |  |  |   | — |   |  |  |  |   | 335     |  |
| Intercompanyinvestments                        |  |  |        |   | 374     |        |  |  |           |   | 979     |               |  |  |              |   | 404     |                   |  |  |  |   | 206     |  |  |  |  |   | (1,963  | ) |  |  |  |   | — |  |
| Intercompanyreceivables                        |  |  |        |   | — |        |  |  |           |   | (247    | )             |  |  |              |   | 228     |                   |  |  |  |   | 19      |  |  |  |  |   | — |   |  |  |  |   | — |  |
| Property,plant and equipment,net               |  |  |        |   | — |        |  |  |           |   | 5       |               |  |  |              |   | 94      |                   |  |  |  |   | 99      |  |  |  |  |   | — |   |  |  |  |   | 198     |  |
| Totalassets                                    |  |  |        | $ | 374     |        |  |  |           | $ | 1,163   |               |  |  |              | $ | 1,166   |                   |  |  |  | $ | 700     |  |  |  |  | $ | (1,963  | ) |  |  |  | $ | 1,440   |  |
| Liabilitiesand Shareholders’Equity       |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Currentliabilities:                            |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Accountspayable                                |  |  |        | $ | — |        |  |  |           | $ | 13      |               |  |  |              | $ | 111     |                   |  |  |  | $ | 108     |  |  |  |  | $ | — |   |  |  |  | $ | 232     |  |
| Otheraccruedliabilities                        |  |  |        |   | — |        |  |  |           |   | 64      |               |  |  |              |   | 46      |                   |  |  |  |   | 32      |  |  |  |  |   | — |   |  |  |  |   | 142     |  |
| Accruedpayrolland                              |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| employeebenefits                               |  |  |        |   | — |        |  |  |           |   | 14      |               |  |  |              |   | 8       |                   |  |  |  |   | 12      |  |  |  |  |   | — |   |  |  |  |   | 34      |  |
| Totalcurrentliabilities                        |  |  |        |   | — |        |  |  |           |   | 91      |               |  |  |              |   | 165     |                   |  |  |  |   | 152     |  |  |  |  |   | — |   |  |  |  |   | 408     |  |
| Othernoncurrentliabilities                     |  |  |        |   | — |        |  |  |           |   | 39      |               |  |  |              |   | — |                   |  |  |  |   | 6       |  |  |  |  |   | — |   |  |  |  |   | 45      |  |
| Long-termdebt                                  |  |  |        |   | — |        |  |  |           |   | 612     |               |  |  |              |   | — |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | 612     |  |
| Totalliabilities                               |  |  |        |   | — |        |  |  |           |   | 742     |               |  |  |              |   | 165     |                   |  |  |  |   | 158     |  |  |  |  |   | — |   |  |  |  |   | 1,065   |  |
| Minorityinterest in consolidatedsubsidiaries   |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 1       |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | 1       |  |
| Shareholders’equity                      |  |  |        |   | 374     |        |  |  |           |   | 421     |               |  |  |              |   | 1,000   |                   |  |  |  |   | 542     |  |  |  |  |   | (1,963  | ) |  |  |  |   | 374     |  |
| Totalliabilities and Shareholders’equity |  |  |        | $ | 374     |        |  |  |           | $ | 1,163   |               |  |  |              | $ | 1,166   |                   |  |  |  | $ | 700     |  |  |  |  | $ | (1,963  | ) |  |  |  | $ | 1,440   |  |
|                                                |

|  |
|--|
|  |  |
|  |

|     |                      |
|-----|----------------------|
| (1) | Asrestated in note 3 |

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Affinia Group Intermediate HoldingsInc.Supplemental Guarantor Consolidating Balance SheetSeptember  30,  2006(Dollars inMillions)

|                                                   |  |  |        |   |         |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |  |  |  |  |   |         |   |  |  |  |   |         |  |
|---------------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|--|--|--|--|---|---------|---|--|--|--|---|---------|--|
|                                              |  |  | Parent |   |         | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Eliminations |   |         | ConsolidatedTotal |
| Assets                                            |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Currentassets:                                    |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Cashand cashequivalents                           |  |  |        | $ | — |        |  |  |           | $ | 16      |               |  |  |              | $ | — |                   |  |  |  | $ | 67      |  |  |  |  | $ | — |   |  |  |  | $ | 83      |  |
| Accountsreceivable,net                            |  |  |        |   | — |        |  |  |           |   | 32      |               |  |  |              |   | 210     |                   |  |  |  |   | 157     |  |  |  |  |   | — |   |  |  |  |   | 399     |  |
| Inventories,net                                   |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 259     |                   |  |  |  |   | 170     |  |  |  |  |   | — |   |  |  |  |   | 429     |  |
| Othercurrentassets                                |  |  |        |   | — |        |  |  |           |   | 38      |               |  |  |              |   | 4       |                   |  |  |  |   | 13      |  |  |  |  |   | — |   |  |  |  |   | 55      |  |
| Totalcurrentassets                                |  |  |        |   | — |        |  |  |           |   | 86      |               |  |  |              |   | 473     |                   |  |  |  |   | 407     |  |  |  |  |   | — |   |  |  |  |   | 966     |  |
| Investmentsand otherassets                        |  |  |        |   | — |        |  |  |           |   | 309     |               |  |  |              |   | 1       |                   |  |  |  |   | 14      |  |  |  |  |   | — |   |  |  |  |   | 324     |  |
| Intercompanyinvestments                           |  |  |        |   | 386     |        |  |  |           |   | 1,058   |               |  |  |              |   | 396     |                   |  |  |  |   | 230     |  |  |  |  |   | (2,070  | ) |  |  |  |   | — |  |
| Intercompanyreceivables                           |  |  |        |   | — |        |  |  |           |   | (293    | )             |  |  |              |   | 284     |                   |  |  |  |   | 9       |  |  |  |  |   | — |   |  |  |  |   | — |  |
| Property,plant and equipment,net                  |  |  |        |   | — |        |  |  |           |   | 11      |               |  |  |              |   | 88      |                   |  |  |  |   | 88      |  |  |  |  |   | — |   |  |  |  |   | 187     |  |
| Totalassets                                       |  |  |        | $ | 386     |        |  |  |           | $ | 1,171   |               |  |  |              | $ | 1,242   |                   |  |  |  | $ | 748     |  |  |  |  | $ | (2,070  | ) |  |  |  | $ | 1,477   |  |
| Liabilitiesand Shareholders’ Equity         |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Currentliabilities:                               |  |  |        |   |    |        |  |  |           |   |    |               |  |  |              |   |    |                   |  |  |  |   |    |  |  |  |  |   |    |   |  |  |  |   |    |  |
| Accountspayable                                   |  |  |        |   | — |        |  |  |           |   | 11      |               |  |  |              |   | 115     |                   |  |  |  |   | 105     |  |  |  |  |   | — |   |  |  |  |   | 231     |  |
| Otheraccruedexpenses                              |  |  |        |   | — |        |  |  |           |   | 72      |               |  |  |              |   | 53      |                   |  |  |  |   | 32      |  |  |  |  |   | — |   |  |  |  |   | 157     |  |
| Accruedpayroll and employeebenefits               |  |  |        |   | — |        |  |  |           |   | 13      |               |  |  |              |   | 9       |                   |  |  |  |   | 15      |  |  |  |  |   | — |   |  |  |  |   | 37      |  |
| Notespayable and current portion of long termdebt |  |  |        |   | — |        |  |  |           |   | 1       |               |  |  |              |   | — |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | 1       |  |
| Totalcurrentliabilities                           |  |  |        |   | — |        |  |  |           |   | 97      |               |  |  |              |   | 177     |                   |  |  |  |   | 152     |  |  |  |  |   | — |   |  |  |  |   | 426     |  |
| Othernoncurrentliabilities                        |  |  |        |   | — |        |  |  |           |   | 43      |               |  |  |              |   | — |                   |  |  |  |   | 8       |  |  |  |  |   | — |   |  |  |  |   | 51      |  |
| Long-termdebt                                     |  |  |        |   | — |        |  |  |           |   | 612     |               |  |  |              |   | — |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | 612     |  |
| Totalliabilities                                  |  |  |        |   | — |        |  |  |           |   | 752     |               |  |  |              |   | 177     |                   |  |  |  |   | 160     |  |  |  |  |   | — |   |  |  |  |   | 1,089   |  |
| Minorityinterest in consolidatedsubsidiaries      |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 2       |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | 2       |  |
| Shareholders’equity                         |  |  |        |   | 386     |        |  |  |           |   | 419     |               |  |  |              |   | 1,063   |                   |  |  |  |   | 588     |  |  |  |  |   | (2,070  | ) |  |  |  |   | 386     |  |
| Totalliabilities and shareholders’equity    |  |  |        | $ | 386     |        |  |  |           | $ | 1,171   |               |  |  |              | $ | 1,242   |                   |  |  |  | $ | 748     |  |  |  |  | $ | (2,070  | ) |  |  |  | $ | 1,477   |  |
|                                                   |

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Affinia Group Intermediate HoldingsInc.Supplemental Guarantor Consolidating Statement ofOperations For the Three Months Ended September  30,2005(Dollars inMillions)

|                                               |  |  |        |   |         |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |  |  |  |  |   |         |   |  |  |  |   |         |  |
|-----------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|--|--|--|--|---|---------|---|--|--|--|---|---------|--|
|                                          |  |  | 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      |  |
| Operating(loss)profit                         |  |  |        |   | — |        |  |  |           |   | (7      | )             |  |  |              |   | 28      |                   |  |  |  |   | 4       |  |  |  |  |   | — |   |  |  |  |   | 25      |  |
| Otherincome,net                               |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | — |                   |  |  |  |   | 2       |  |  |  |  |   | — |   |  |  |  |   | 2       |  |
| Interestexpense                               |  |  |        |   | — |        |  |  |           |   | 13      |               |  |  |              |   | — |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | 13      |  |
| (Loss)income beforetaxes                      |  |  |        |   | — |        |  |  |           |   | (20     | )             |  |  |              |   | 28      |                   |  |  |  |   | 6       |  |  |  |  |   | — |   |  |  |  |   | 14      |  |
| Incometax (benefit)expense                    |  |  |        |   | — |        |  |  |           |   | (8      | )             |  |  |              |   | 10      |                   |  |  |  |   | 4       |  |  |  |  |   | — |   |  |  |  |   | 6       |  |
| (Loss)income from continuingoperations        |  |  |        |   | — |        |  |  |           |   | (12     | )             |  |  |              |   | 18      |                   |  |  |  |   | 2       |  |  |  |  |   | — |   |  |  |  |   | 8       |  |
| Incomefrom discontinued operations, net oftax |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | — |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | — |  |
| (Loss)income before equity interest inincome  |  |  |        |   | — |        |  |  |           |   | (12     | )             |  |  |              |   | 18      |                   |  |  |  |   | 2       |  |  |  |  |   | — |   |  |  |  |   | 8       |  |
| Equityinterest in income, net oftax           |  |  |        |   | 8       |        |  |  |           |   | 24      |               |  |  |              |   | 11      |                   |  |  |  |   | 15      |  |  |  |  |   | (58     | ) |  |  |  |   | — |  |
| Netincome(loss)                               |  |  |        | $ | 8       |        |  |  |           | $ | 12      |               |  |  |              | $ | 29      |                   |  |  |  | $ | 17      |  |  |  |  | $ | (58     | ) |  |  |  | $ | 8       |  |
|                                               |

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Affinia Group Intermediate HoldingsInc. Supplemental Guarantor Consolidating Statement ofOperations For the Nine Months Ended September  30,2005(Dollars inMillions)

|                                               |  |  |        |   |         |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |   |
|-----------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                          |  |  | 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      |   |
| Operating(loss)profit                         |  |  |        |   | — |        |  |  |           |   | (27     | )             |  |  |              |   | 75      |                   |  |  |  |   | (24     | ) |  |  |  |   | — |   |  |  |  |   | 24      |   |
| Otherincome,net                               |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 1       |                   |  |  |  |   | 4       |   |  |  |  |   | — |   |  |  |  |   | 5       |   |
| Interestexpense                               |  |  |        |   | — |        |  |  |           |   | 39      |               |  |  |              |   | — |                   |  |  |  |   | 1       |   |  |  |  |   | — |   |  |  |  |   | 40      |   |
| (Loss)income beforetaxes                      |  |  |        |   | — |        |  |  |           |   | (66     | )             |  |  |              |   | 76      |                   |  |  |  |   | (21     | ) |  |  |  |   | — |   |  |  |  |   | (11     | ) |
| Incometax (benefit)expense                    |  |  |        |   | — |        |  |  |           |   | (33     | )             |  |  |              |   | 17      |                   |  |  |  |   | 12      |   |  |  |  |   | — |   |  |  |  |   | (4      | ) |
| (Loss)income from continuingoperations        |  |  |        |   | — |        |  |  |           |   | (33     | )             |  |  |              |   | 59      |                   |  |  |  |   | (33     | ) |  |  |  |   | — |   |  |  |  |   | (7      | ) |
| Incomefrom discontinued operations, net oftax |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| (Loss)income before equity interest inincome  |  |  |        |   | — |        |  |  |           |   | (33     | )             |  |  |              |   | 59      |                   |  |  |  |   | (33     | ) |  |  |  |   | — |   |  |  |  |   | (7      | ) |
| Equityinterest in income, net oftax           |  |  |        |   | (7      | )      |  |  |           |   | 50      |               |  |  |              |   | 19      |                   |  |  |  |   | 46      |   |  |  |  |   | (108    | ) |  |  |  |   | — |   |
| Net(loss)income                               |  |  |        | $ | (7      | )      |  |  |           | $ | 17      |               |  |  |              | $ | 78      |                   |  |  |  | $ | 13      |   |  |  |  | $ | (108    | ) |  |  |  | $ | (7      | ) |
|                                               |

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Affinia Group Intermediate HoldingsInc.Supplemental Guarantor Consolidating Statement ofOperations For the Three Months Ended September  30,2006(Dollars inMillions)

|                                                |  |  |        |   |         |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |  |  |  |  |   |         |   |  |  |  |   |         |   |
|------------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|--|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                           |  |  | Parent |   |         | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Eliminations |   |         | ConsolidatedTotal |
| Netsales                                       |  |  |        | $ | — |        |  |  |           | $ | — |               |  |  |              | $ | 315     |                   |  |  |  | $ | 322     |  |  |  |  | $ | (89     | ) |  |  |  | $ | 548     |   |
| Costofsales                                    |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 271     |                   |  |  |  |   | 268     |  |  |  |  |   | (89     | ) |  |  |  |   | 450     |   |
| Grossprofit                                    |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 44      |                   |  |  |  |   | 54      |  |  |  |  |   | — |   |  |  |  |   | 98      |   |
| Selling,general and administrativeexpenses     |  |  |        |   | — |        |  |  |           |   | 9       |               |  |  |              |   | 31      |                   |  |  |  |   | 36      |  |  |  |  |   | — |   |  |  |  |   | 76      |   |
| Operating(loss)profit                          |  |  |        |   | — |        |  |  |           |   | (9      | )             |  |  |              |   | 13      |                   |  |  |  |   | 18      |  |  |  |  |   | — |   |  |  |  |   | 22      |   |
| Otherincome,net                                |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 1       |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | 1       |   |
| Interestexpense                                |  |  |        |   | — |        |  |  |           |   | 15      |               |  |  |              |   | — |                   |  |  |  |   | — |  |  |  |  |   | — |   |  |  |  |   | 15      |   |
| (Loss)income before taxes and minorityinterest |  |  |        |   | — |        |  |  |           |   | (24     | )             |  |  |              |   | 14      |                   |  |  |  |   | 18      |  |  |  |  |   | — |   |  |  |  |   | 8       |   |
| Incometax expense(benefit)                     |  |  |        |   | — |        |  |  |           |   | (5      | )             |  |  |              |   | (1      | )                 |  |  |  |   | 2       |  |  |  |  |   | — |   |  |  |  |   | (4      | ) |
| (Loss)income before equity interest in income  |  |  |        |   | — |        |  |  |           |   | (19     | )             |  |  |              |   | 15      |                   |  |  |  |   | 16      |  |  |  |  |   | — |   |  |  |  |   | 12      |   |
| Equityinterest in income, net oftax            |  |  |        |   | 12      |        |  |  |           |   | 26      |               |  |  |              |   | (3      | )                 |  |  |  |   | 9       |  |  |  |  |   | (44     | ) |  |  |  |   | — |   |
| Netincome(loss)                                |  |  |        | $ | 12      |        |  |  |           | $ | 7       |               |  |  |              | $ | 12      |                   |  |  |  | $ | 25      |  |  |  |  | $ | (44     | ) |  |  |  | $ | 12      |   |
|                                                |

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Affinia Group Intermediate HoldingsInc.Supplemental GuarantorConsolidating Statement ofOperations For the Nine Months Ended September  30,2006(Dollars inMillions)

|                                                |  |  |        |   |         |        |  |  |           |   |         |               |  |  |              |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |  |
|------------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|--------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|--|
|                                           |  |  | Parent |   |         | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Eliminations |   |         | ConsolidatedTotal |
| Netsales                                       |  |  |        | $ | — |        |  |  |           | $ | — |               |  |  |              | $ | 979     |                   |  |  |  | $ | 955     |   |  |  |  | $ | (276    | ) |  |  |  | $ | 1,658   |  |
| Costofsales                                    |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 766     |                   |  |  |  |   | 879     |   |  |  |  |   | (276    | ) |  |  |  |   | 1,369   |  |
| Grossprofit                                    |  |  |        |   | — |        |  |  |           |   | — |               |  |  |              |   | 213     |                   |  |  |  |   | 76      |   |  |  |  |   | — |   |  |  |  |   | 289     |  |
| Selling,general and administrativeexpenses     |  |  |        |   |    |        |  |  |           |   | 32      |               |  |  |              |   | 114     |                   |  |  |  |   | 99      |   |  |  |  |   |    |   |  |  |  |   | 245     |  |
| Operating(loss)profit                          |  |  |        |   | — |        |  |  |           |   | (32     | )             |  |  |              |   | 99      |                   |  |  |  |   | (23     | ) |  |  |  |   | — |   |  |  |  |   | 44      |  |
| Otherincome,net                                |  |  |        |   | — |        |  |  |           |   | 1       |               |  |  |              |   | 2       |                   |  |  |  |   | 2       |   |  |  |  |   | — |   |  |  |  |   | 5       |  |
| Interestexpense                                |  |  |        |   | — |        |  |  |           |   | 44      |               |  |  |              |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 44      |  |
| (Loss)income before taxes and minorityinterest |  |  |        |   | — |        |  |  |           |   | (75     | )             |  |  |              |   | 101     |                   |  |  |  |   | (21     | ) |  |  |  |   | — |   |  |  |  |   | 5       |  |
| Incometax (benefit)expense                     |  |  |        |   | — |        |  |  |           |   | (5      | )             |  |  |              |   | (1      | )                 |  |  |  |   | 7       |   |  |  |  |   | — |   |  |  |  |   | 1       |  |
| (Loss)income before equity interest in income  |  |  |        |   | — |        |  |  |           |   | (70     | )             |  |  |              |   | 102     |                   |  |  |  |   | (28     | ) |  |  |  |   | — |   |  |  |  |   | 4       |  |
| Equityinterest in income, net oftax            |  |  |        |   | 4       |        |  |  |           |   | 78      |               |  |  |              |   | (8      | )                 |  |  |  |   | 24      |   |  |  |  |   | (98     | ) |  |  |  |   | — |  |
| Netincome(loss)                                |  |  |        | $ | 4       |        |  |  |           | $ | 8       |               |  |  |              | $ | 94      |                   |  |  |  | $ | (4      | ) |  |  |  | $ | (98     | ) |  |  |  | $ | 4       |  |
|                                                |

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Affinia Group Intermediate HoldingsInc.Supplemental Guarantor Consolidating Statement of CashFlows For the Nine Months Ended September  30,2005(1)(Dollars inMillions)

|                                                                                                                            |  |  |        |   |         |        |  |  |           |   |         |               |  |  |             |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |   |
|----------------------------------------------------------------------------------------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|-------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                                                                                                       |  |  | Parent |   |         | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Elimination |   |         | ConsolidatedTotal |
| Operatingactivities                                                                                                        |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Net(loss) income from continuingoperations                                                                                 |  |  |        | $ | (7      | )      |  |  |           | $ | 17      |               |  |  |             | $ | 78      |                   |  |  |  | $ | 13      |   |  |  |  | $ | (108    | ) |  |  |  | $ | (7      | ) |
| Adjustmentsto reconcile net (loss) income from continuing operations to net cash(used in) provided by operatingactivities: |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Depreciationandamortization                                                                                                |  |  |        |   | — |        |  |  |           |   | 6       |               |  |  |             |   | 15      |                   |  |  |  |   | 12      |   |  |  |  |   | — |   |  |  |  |   | 33      |   |
| Provisionfor deferred incometaxes                                                                                          |  |  |        |   | — |        |  |  |           |   | 26      |               |  |  |             |   | (24     | )                 |  |  |  |   | (10     | ) |  |  |  |   | — |   |  |  |  |   | (8      | ) |
| Changein current assets &liabilities:                                                                                  |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Equityinincome                                                                                                             |  |  |        |   | 7       |        |  |  |           |   | (50     | )             |  |  |             |   | (19     | )                 |  |  |  |   | (46     | ) |  |  |  |   | 108     |   |  |  |  |   | — |   |
| Tradeaccountsreceivable                                                                                                    |  |  |        |   | — |        |  |  |           |   | (26     | )             |  |  |             |   | (32     | )                 |  |  |  |   | 2       |   |  |  |  |   | — |   |  |  |  |   | (56     | ) |
| Inventories                                                                                                                |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | 42      |                   |  |  |  |   | 20      |   |  |  |  |   | — |   |  |  |  |   | 62      |   |
| Otheroperatingassets                                                                                                       |  |  |        |   | — |        |  |  |           |   | (25     | )             |  |  |             |   | — |                   |  |  |  |   | 15      |   |  |  |  |   | — |   |  |  |  |   | (10     | ) |
| Otheroperatingliabilities                                                                                                  |  |  |        |   | — |        |  |  |           |   | 64      |               |  |  |             |   | 7       |                   |  |  |  |   | (38     | ) |  |  |  |   | — |   |  |  |  |   | 33      |   |
| Other                                                                                                                      |  |  |        |   | — |        |  |  |           |   | (16     | )             |  |  |             |   | (5      | )                 |  |  |  |   | 17      |   |  |  |  |   | — |   |  |  |  |   | (4      | ) |
| Netcash (used in) provided by operating activities of continuingoperations                                                 |  |  |        |   | — |        |  |  |           |   | (4      | )             |  |  |             |   | 62      |                   |  |  |  |   | (15     | ) |  |  |  |   | — |   |  |  |  |   | 43      |   |
| Netcash provided by operating activities of discontinuedoperations                                                         |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | 1       |                   |  |  |  |   | 1       |   |  |  |  |   | — |   |  |  |  |   | 2       |   |
| Netcash (used in) provided by operatingactivities                                                                          |  |  |        |   | — |        |  |  |           |   | (4      | )             |  |  |             |   | 63      |                   |  |  |  |   | (14     | ) |  |  |  |   | — |   |  |  |  |   | 45      |   |
| Investingactivities                                                                                                        |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Workingcapital settlement withDana                                                                                         |  |  |        |   | — |        |  |  |           |   | (28     | )             |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | (28     | ) |
| Proceedsfrom sale ofassets                                                                                                 |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | 1       |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 1       |   |
| Additionsto property, plant andequipment                                                                                   |  |  |        |   | — |        |  |  |           |   | (5      | )             |  |  |             |   | (9      | )                 |  |  |  |   | (9      | ) |  |  |  |   | — |   |  |  |  |   | (23     | ) |
| Netcash used in investing activities of continuing operations                                                              |  |  |        |   | — |        |  |  |           |   | (33     | )             |  |  |             |   | (8      | )                 |  |  |  |   | (9      | ) |  |  |  |   | — |   |  |  |  |   | (50     | ) |
| Netcash provided by investing activities of discontinuedoperations                                                         |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | 7       |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 7       |   |
| Netcash used in investingactivities                                                                                        |  |  |        |   | — |        |  |  |           |   | (33     | )             |  |  |             |   | (1      | )                 |  |  |  |   | (9      | ) |  |  |  |   | — |   |  |  |  |   | (43     | ) |
| Financingactivities                                                                                                        |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Short-termdebt,net                                                                                                         |  |  |        |   | — |        |  |  |           |   | (3      | )             |  |  |             |   | — |                   |  |  |  |   | (11     | ) |  |  |  |   | — |   |  |  |  |   | (14     | ) |
| Paymentof long-termdebt                                                                                                    |  |  |        |   | — |        |  |  |           |   | (15     | )             |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | (15     | ) |
| Nettransactions withParent                                                                                                 |  |  |        |   | — |        |  |  |           |   | 29      |               |  |  |             |   | (61     | )                 |  |  |  |   | 32      |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash provided by (used in) financing activities of continuingoperations                                                 |  |  |        |   | — |        |  |  |           |   | 11      |               |  |  |             |   | (61     | )                 |  |  |  |   | 21      |   |  |  |  |   | — |   |  |  |  |   | (29     | ) |
| Netcash used in financing activities of discontinuedoperations                                                             |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash provided by (used in) financingactivities                                                                          |  |  |        |   | — |        |  |  |           |   | 11      |               |  |  |             |   | (61     | )                 |  |  |  |   | 21      |   |  |  |  |   | — |   |  |  |  |   | (29     | ) |
| Effectof exchange rates 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      |   |
|                                                                                                                            |

|  |
|--|
|  |  |
|  |

|     |                       |
|-----|-----------------------|
| (1) | Asrestated see Note 3 |

21

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Table of Contents

Affinia Group Intermediate HoldingsInc.Supplemental Guarantor Consolidating Statement of CashFlows For the Nine Months September  30,2006(Dollars inMillions)

|                                                                                                                            |  |  |        |   |         |        |  |  |           |   |         |               |  |  |             |   |         |                   |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |         |   |
|----------------------------------------------------------------------------------------------------------------------------|--|--|--------|---|---------|--------|--|--|-----------|---|---------|---------------|--|--|-------------|---|---------|-------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|---------|---|
|                                                                                                                       |  |  | Parent |   |         | Issuer |  |  | Guarantor |   |         | Non-Guarantor |  |  | Elimination |   |         | ConsolidatedTotal |
| Operatingactivities                                                                                                        |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Net(loss)income                                                                                                            |  |  |        | $ | 4       |        |  |  |           | $ | 8       |               |  |  |             | $ | 94      |                   |  |  |  | $ | (4      | ) |  |  |  | $ | (98     | ) |  |  |  | $ | 4       |   |
| Adjustmentsto reconcile net (loss) income from continuing operations to net cash(used in) provided by operatingactivities: |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Depreciationandamortization                                                                                                |  |  |        |   | — |        |  |  |           |   | 7       |               |  |  |             |   | 17      |                   |  |  |  |   | 12      |   |  |  |  |   | — |   |  |  |  |   | 36      |   |
| Provisionfor deferred incometaxes                                                                                          |  |  |        |   | — |        |  |  |           |   | (6      | )             |  |  |             |   | — |                   |  |  |  |   | (1      | ) |  |  |  |   | — |   |  |  |  |   | (7      | ) |
| Changein current assets andliabilities:                                                                                    |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Equityinincome                                                                                                             |  |  |        |   | (4      | )      |  |  |           |   | (78     | )             |  |  |             |   | 8       |                   |  |  |  |   | (24     | ) |  |  |  |   | 98      |   |  |  |  |   | — |   |
| Tradeaccountsreceivable                                                                                                    |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | (20     | )                 |  |  |  |   | (29     | ) |  |  |  |   | — |   |  |  |  |   | (49     | ) |
| Inventories                                                                                                                |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | (14     | )                 |  |  |  |   | 2       |   |  |  |  |   | — |   |  |  |  |   | (12     | ) |
| Otheroperatingassets                                                                                                       |  |  |        |   | — |        |  |  |           |   | (7      | )             |  |  |             |   | (2      | )                 |  |  |  |   | 12      |   |  |  |  |   | — |   |  |  |  |   | 3       |   |
| Otheroperatingliabilities                                                                                                  |  |  |        |   | — |        |  |  |           |   | 4       |               |  |  |             |   | 11      |                   |  |  |  |   | 2       |   |  |  |  |   | — |   |  |  |  |   | 17      |   |
| Other                                                                                                                      |  |  |        |   | — |        |  |  |           |   | 46      |               |  |  |             |   | (89     | )                 |  |  |  |   | 58      |   |  |  |  |   | — |   |  |  |  |   | 15      |   |
| Netcash (used in) provided by operating activities of continuingoperations                                                 |  |  |        |   | — |        |  |  |           |   | (26     | )             |  |  |             |   | 5       |                   |  |  |  |   | 28      |   |  |  |  |   | — |   |  |  |  |   | 7       |   |
| Netcash provided by operating activities of discontinuedoperations                                                         |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash (used in) provided by operatingactivities                                                                          |  |  |        |   | — |        |  |  |           |   | (26     | )             |  |  |             |   | 5       |                   |  |  |  |   | 28      |   |  |  |  |   | — |   |  |  |  |   | 7       |   |
| Investingactivities                                                                                                        |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Proceedsfrom sale ofassets                                                                                                 |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | 2       |   |  |  |  |   | — |   |  |  |  |   | 2       |   |
| Additionsto property, plant, andequipment                                                                                  |  |  |        |   | — |        |  |  |           |   | (3      | )             |  |  |             |   | (6      | )                 |  |  |  |   | (8      | ) |  |  |  |   | — |   |  |  |  |   | (17     | ) |
| Otherinvestingactivities                                                                                                   |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash used in investing activities of continuing operations                                                              |  |  |        |   | — |        |  |  |           |   | (3      | )             |  |  |             |   | (6      | )                 |  |  |  |   | (6      | ) |  |  |  |   | — |   |  |  |  |   | (15     | ) |
| Netcash used in investing activities of discontinuedoperations                                                             |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash used in investingactivities                                                                                        |  |  |        |   | — |        |  |  |           |   | (3      | )             |  |  |             |   | (6      | )                 |  |  |  |   | (6      | ) |  |  |  |   | — |   |  |  |  |   | (15     | ) |
| Financingactivities                                                                                                        |  |  |        |   |    |        |  |  |           |   |    |               |  |  |             |   |    |                   |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |    |   |
| Short-termdebt,net                                                                                                         |  |  |        |   | — |        |  |  |           |   | 1       |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 1       |   |
| Paymentof long-termdebt                                                                                                    |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Nettransactions withParent                                                                                                 |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash provided by (used in) financing activities of continuingoperations                                                 |  |  |        |   | — |        |  |  |           |   | 1       |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 1       |   |
| Netcash used in financing activities of discontinuedoperations                                                             |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | — |   |
| Netcash provided by (used in) financingactivities                                                                          |  |  |        |   | — |        |  |  |           |   | 1       |               |  |  |             |   | — |                   |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 1       |   |
| Effectof exchange rates oncash                                                                                             |  |  |        |   | — |        |  |  |           |   | — |               |  |  |             |   | — |                   |  |  |  |   | 8       |   |  |  |  |   | — |   |  |  |  |   | 8       |   |
| Changein cash and cashequivalents                                                                                          |  |  |        |   | — |        |  |  |           |   | (28     | )             |  |  |             |   | (1      | )                 |  |  |  |   | 30      |   |  |  |  |   | — |   |  |  |  |   | 1       |   |
| Cashand cash equivalents at beginning ofperiod                                                                             |  |  |        |   | — |        |  |  |           |   | 44      |               |  |  |             |   | 1       |                   |  |  |  |   | 37      |   |  |  |  |   | — |   |  |  |  |   | 82      |   |
| Cashand cash equivalents at end ofperiod                                                                                   |  |  |        | $ | — |        |  |  |           | $ | 16      |               |  |  |             | $ | — |                   |  |  |  | $ | 67      |   |  |  |  | $ | — |   |  |  |  | $ | 83      |   |
|                                                                                                                            |

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

CompanyOverview

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

We believe we hold the #1market position in North America in brake component and filtrationcomponent sales and the #2 market position in North America in chassiscomponent sales. Our sales are to the aftermarket industry and are notaffected by the market cyclicality of original equipmentmanufacturers.

We continue to focus on expanding our customerrelationships and expand our product offerings to continue to grow thecompany. In the first full year of operations, which was 2005, salesgrew by 2% and, in the first nine months of 2006, sales havegrown an additional 2%. This growth in 2006 was achieved eventhough the decision was made to discontinue a relationship with acustomer earlier in the year, which decreased our nine month sales by$23  million. Excluding this customer relationship, we haveexperienced a positive trend in sales growth quarter over quarter sincethe first quarter of 2005.

We have been and are continuing tofocus on improving our gross margins through cost reduction efforts andour restructuring plans. In 2005, we announced two restructuring plans:(i) a restructuring plan that we announced at the beginning of 2005 aspart of the Acquisition, also referred to as the acquisitionrestructuring and (ii) a restructuring plan that we announced at theend of 2005, also referred to as the comprehensiverestructuring.

In December  2005, we announced the closureof our Southampton (UK) facility. Additionally, in March  2006 weannounced the closure of the Erie (PA), North East (PA) and the McHenry(IL) plants and our intent to sell the Waupauca (WI), Sudbury (Ontario,Canada) and St. Catharines (Ontario, Canada) facilities. We were unableto find a buyer for the St. Catharines, Ontario foundry. Consequently,in June  2006 we announced our decision to close the foundry,which is anticipated to close by the end of 2006. In the third quarterof 2006 we announced the closure of our Cambridge (Ontario, Canada)facility, which is anticipated to close during the first quarter of2007. Further, in October  2006, we announced the closure of ourCuba (MO) facility, which is anticipated to close during the firstquarter of 2007. Additional facility closures may be announced as partof the comprehensive restructuring. We currently estimate that we willincur approximately $152  million of cash and non cashrestructuring.

In the first quarter of 2005, as part of theAcquisition, we announced the acquisition restructuring. Theacquisition restructuring was initiated to take advantage ofopportunities we identified prior to the Acquisition but were, due toresource constraints, limited in our ability to pursue while we were apart of Dana.

At September  30,  2006, $13million of restructuring charges remain in accrued liabilities for theacquisition and comprehensive restructurings. The remaining liabilitiesrelate to wage and healthcare continuation for severed employees andother termination costs and are expected to be paid during the balanceof 2006 and 2007.

Our cost reduction efforts in engineering,purchasing, product management, just-in-time inventory management anddistribution have resulted in significant cost savings in 2006. Thesecost reduction efforts along with the restructuring activities haveresulted in an improved gross margin in 2006.

23

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Critical AccountingPolicies

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

The preparation of interimfinancial statements involves the use of certain estimates that areconsistent with those used in the preparation of the annual financialstatements.

24

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Results ofOperations

Three months ended September30,  2005 compared to three months ended September30,  2006.

The following table summarizes theconsolidated results for the three months ended September30,  2005 and the consolidated results for the three months endedSeptember  30,  2006 (Dollars inMillions):

|                                                                  |  |  |                                    |   |         |                                   |  |  |              |   |         |               |  |  |  |   |         |   |  |  |  |  |         |         |
|------------------------------------------------------------------|--|--|------------------------------------|---|---------|-----------------------------------|--|--|--------------|---|---------|---------------|--|--|--|---|---------|---|--|--|--|--|---------|---------|
|                                                             |  |  | ThreeMonths EndedSeptember 30,2005 |   |         | Three MonthsEndedSeptember30,2006 |  |  | DollarChange |   |         | PercentChange |
| Netsales                                                         |  |  |                                    |   |    |                                   |  |  |              |   |    |               |  |  |  |   |    |   |  |  |  |  |    |         |
| Brakeproducts                                                    |  |  |                                    | $ | 273     |                                   |  |  |              | $ | 268     |               |  |  |  | $ | (5      | ) |  |  |  |  | (2      | )%      |
| Chassisproducts                                                  |  |  |                                    |   | 41      |                                   |  |  |              |   | 38      |               |  |  |  |   | (3      | ) |  |  |  |  | (7      | )%      |
| Filtrationproducts                                               |  |  |                                    |   | 171     |                                   |  |  |              |   | 176     |               |  |  |  |   | 5       |   |  |  |  |  | 3       |  % |
| Europeanproducts                                                 |  |  |                                    |   | 65      |                                   |  |  |              |   | 67      |               |  |  |  |   | 2       |   |  |  |  |  | 3       |  % |
| Eliminationsandother                                             |  |  |                                    |   | (1      | )                                 |  |  |              |   | (1      | )             |  |  |  |   | — |   |  |  |  |  | — |         |
| Totalnetsales                                                    |  |  |                                    |   | 549     |                                   |  |  |              |   | 548     |               |  |  |  |   | (1      | ) |  |  |  |  | N/M     |         |
| Costofsales                                                      |  |  |                                    |   | 465     |                                   |  |  |              |   | 450     |               |  |  |  |   | (15     | ) |  |  |  |  | (3      | )%      |
| Grossprofit                                                      |  |  |                                    |   | 84      |                                   |  |  |              |   | 98      |               |  |  |  |   | 14      |   |  |  |  |  | 17      |  % |
| Grossmargin                                                      |  |  |                                    |   | 15      | %                                 |  |  |              |   | 18      | %             |  |  |  |   |    |   |  |  |  |  |    |         |
| Selling,general and administrativeexpenses                       |  |  |                                    |   | 59      |                                   |  |  |              |   | 76      |               |  |  |  |   | 17      |   |  |  |  |  | 29      |  % |
| Selling,general and administrative expenses as a percent ofsales |  |  |                                    |   | 11      | %                                 |  |  |              |   | 14      | %             |  |  |  |   |    |   |  |  |  |  |    |         |
| Operatingprofit                                                  |  |  |                                    |   | 25      |                                   |  |  |              |   | 22      |               |  |  |  |   | (3      | ) |  |  |  |  | (12     | )%      |
| Operatingmargin                                                  |  |  |                                    |   | 5       | %                                 |  |  |              |   | 4       | %             |  |  |  |   |    |   |  |  |  |  |    |         |
| Otherincome,net                                                  |  |  |                                    |   | 2       |                                   |  |  |              |   | 1       |               |  |  |  |   | (1      | ) |  |  |  |  |    |         |
| Interestexpense                                                  |  |  |                                    |   | 13      |                                   |  |  |              |   | 15      |               |  |  |  |   | 2       |   |  |  |  |  |    |         |
| Incomebeforetaxes                                                |  |  |                                    |   | 14      |                                   |  |  |              |   | 8       |               |  |  |  |   | (6      | ) |  |  |  |  |    |         |
| Incometax expense(benefit)                                       |  |  |                                    |   | 6       |                                   |  |  |              |   | (4      | )             |  |  |  |   | (10     | ) |  |  |  |  |    |         |
| Incomefrom continuingoperations                                  |  |  |                                    |   | 8       |                                   |  |  |              |   | 12      |               |  |  |  |   | 4       |   |  |  |  |  |    |         |
| Incomefrom discontinued operations, net oftax                    |  |  |                                    |   | — |                                   |  |  |              |   | — |               |  |  |  |   | — |   |  |  |  |  |    |         |
| Netincome                                                        |  |  |                                    | $ | 8       |                                   |  |  |              | $ | 12      |               |  |  |  | $ | 4       |   |  |  |  |  |    |         |
|                                                                  |

|  |
|--|
|  |  |
|  |

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

Netsales.    Our net sales were flat for the third quarter of2006 in comparison to the third quarter of 2005. During the thirdquarter our sales volume was down $32  million, partially offsetby increases in (i) positive economic effects (principally changes inrebates, cash discounts and returns and allowances, as well as pricingchanges) of $16  million and (ii) foreign currency translationgains of $15  million, primarily due to the strong BrazilianReal, Canadian Dollar, and British Pound.

Brake productsales were down in the third quarter of 2006 in comparison to the thirdquarter of 2005, due to a $25  million decrease in sales volume,which was partially offset by foreign currency translation gains of$9  million and positive economic effects of $11million.

Chassis product sales were down in the thirdquarter of 2006 in comparison to the third quarter of 2005. Thedecrease in sales was due to a $6  million decrease in salesvolume partially offset by $3  million in positive economiceffects.

Filtration product sales increased in the thirdquarter of 2006 primarily due to positive economic effects of $3million and $3  million in foreign currency translation gains.These increases were partially offset by a $1  million decreasein sales volume.

25

----

European product sales increased inthe third quarter of 2006 in comparison to the third quarter of 2005.The increase in sales was due to a $3  million increase inforeign currency translation gains partially offset by $1million in negative economic effects.

Cost ofsales.    The cost of sales decreased by 3% in thethird quarter of 2006 in comparison to the third quarter of 2005. Thegross margin for the third quarter of 2006 increased to 18% from15% in the third quarter of 2005. The increase in gross marginwas due in part to the previously discussed positive economic effects.Additionally, our operating costs in the third quarter of 2006 incomparison to 2005 decreased due primarily to the acquistion andcomprehensive restructuring programs and other cost cuttingefforts.

Selling, general and administrativeexpenses.    Our selling, general and administrative expensesincreased in the third quarter of 2006 in comparison to the thirdquarter of 2005. The increase in selling, general and administrativeexpenses was primarily attributable to thefollowing:    

|  |              |                                                                                                                                              |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | We recognized$12  million in restructuring costs relating to our comprehensiverestructuring program, which was announced at the end of 2005. |

|  |              |                                                                                                                                                                                                                                                                                            |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | We were required to establish a corporateoffice for Affinia after acquiring the Dana aftermarket business onNovember  30,  2004. The corporate office compensationexpenses increased $2  million in the third quarter of 2006 incomparison to 2005 due to the increase in staffing levels. |

|  |              |                                                                                                                                          |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | During the third quarter of 2006, weincreased our legal and profesional costs by approximately $2million over the third quarter of 2005. |

Operatingprofit.    Our operating profit in the current quarter wasconsistent with the prior year third quarter due to the improved grossmargin partially offset by increased selling, general andadministrative expenses.

Interestexpense.    Interest and finance charges mainly relate to theCompany's senior subordinated notes and senior credit facilitiesentered into during the fourth quarter of 2004 to fund the Acquisition.Interest expense for the third quarter of 2006 was slightly higherprimarily due to an increase in pricing associated with an amendment toour senior credit facilities in December  2005 along with ageneral increase in variable short term interest rates.

Income tax expense.     The tax benefit for the threemonths ended September  30,  2006 was $4  millioncompared to a $6  million tax expense for the third quarter of2005. The decrease in tax expense was attributable to a decrease inpretax earnings and additional restructuring-related taxbenefits.

26

----

Results ofOperations

Nine months ended September30,  2005 compared to nine months ended September30,  2006.

The following table summarizes theconsolidated results for the nine months ended September30,  2005 and the consolidated results for the nine months endedSeptember  30,  2006 (Dollars inMillions):

|                                                                  |  |  |                                   |   |         |                                  |  |  |              |   |         |               |  |  |  |   |         |   |  |  |  |  |        |         |
|------------------------------------------------------------------|--|--|-----------------------------------|---|---------|----------------------------------|--|--|--------------|---|---------|---------------|--|--|--|---|---------|---|--|--|--|--|--------|---------|
|                                                             |  |  | NineMonths EndedSeptember 30,2005 |   |         | Nine MonthsEndedSeptember30,2006 |  |  | DollarChange |   |         | PercentChange |
| Netsales                                                         |  |  |                                   |   |    |                                  |  |  |              |   |    |               |  |  |  |   |    |   |  |  |  |  |   |         |
| Brakeproducts                                                    |  |  |                                   | $ | 793     |                                  |  |  |              | $ | 813     |               |  |  |  | $ | 20      |   |  |  |  |  | 3      |  % |
| Chassisproducts                                                  |  |  |                                   |   | 124     |                                  |  |  |              |   | 121     |               |  |  |  |   | (3      | ) |  |  |  |  | (2     | )%      |
| Filtrationproducts                                               |  |  |                                   |   | 497     |                                  |  |  |              |   | 527     |               |  |  |  |   | 30      |   |  |  |  |  | 6      |  % |
| Europeanproducts                                                 |  |  |                                   |   | 202     |                                  |  |  |              |   | 201     |               |  |  |  |   | (1      | ) |  |  |  |  | N/M    |         |
| Eliminationsandother                                             |  |  |                                   |   | 2       |                                  |  |  |              |   | (4      | )             |  |  |  |   | (6      | ) |  |  |  |  | N/M    |         |
| Totalnetsales                                                    |  |  |                                   |   | 1,618   |                                  |  |  |              |   | 1,658   |               |  |  |  |   | 40      |   |  |  |  |  | 2      |  % |
| Costofsales                                                      |  |  |                                   |   | 1,383   |                                  |  |  |              |   | 1,369   |               |  |  |  |   | (14     | ) |  |  |  |  | (1     | )%      |
| Grossprofit                                                      |  |  |                                   |   | 235     |                                  |  |  |              |   | 289     |               |  |  |  |   | 54      |   |  |  |  |  | 23     |  % |
| Grossmargin                                                      |  |  |                                   |   | 15      | %                                |  |  |              |   | 17      | %             |  |  |  |   |    |   |  |  |  |  |   |         |
| Selling,general and administrativeexpenses                       |  |  |                                   |   | 190     |                                  |  |  |              |   | 245     |               |  |  |  |   | 55      |   |  |  |  |  | 29     |  % |
| Selling,general and administrative expenses as a percent ofsales |  |  |                                   |   | 12      | %                                |  |  |              |   | 15      | %             |  |  |  |   |    |   |  |  |  |  |   |         |
| Losson disposition of BeckArnley                                 |  |  |                                   |   | 21      |                                  |  |  |              |   | — |               |  |  |  |   | (21     | ) |  |  |  |  | (100   | )%      |
| Operating(loss)income                                            |  |  |                                   |   | 24      |                                  |  |  |              |   | 44      |               |  |  |  |   | 20      |   |  |  |  |  | 83     |  % |
| Operatingmargin                                                  |  |  |                                   |   | 1       | %                                |  |  |              |   | 3       | %             |  |  |  |   |    |   |  |  |  |  |   |         |
| Otherincome,net                                                  |  |  |                                   |   | 5       |                                  |  |  |              |   | 5       |               |  |  |  |   | — |   |  |  |  |  |   |         |
| Interestexpense                                                  |  |  |                                   |   | 40      |                                  |  |  |              |   | 44      |               |  |  |  |   | 4       |   |  |  |  |  |   |         |
| (Loss)income beforetaxes                                         |  |  |                                   |   | (11     | )                                |  |  |              |   | 5       |               |  |  |  |   | 16      |   |  |  |  |  |   |         |
| Incometax (benefit)expense                                       |  |  |                                   |   | (4      | )                                |  |  |              |   | 1       |               |  |  |  |   | 5       |   |  |  |  |  |   |         |
| (Loss)from continuingoperations                                  |  |  |                                   |   | (7      | )                                |  |  |              |   | 4       |               |  |  |  |   | 11      |   |  |  |  |  |   |         |
| Incomefrom discontinued operations, net oftax                    |  |  |                                   |   | — |                                  |  |  |              |   | — |               |  |  |  |   | — |   |  |  |  |  |   |         |
| Net(loss) income                                                 |  |  |                                   | $ | (7      | )                                |  |  |              | $ | 4       |               |  |  |  | $ | 11      |   |  |  |  |  |   |         |
|                                                                  |

|  |
|--|
|  |  |
|  |

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

Netsales.    Our net sales increased in the first nine months of2006 in comparison to the first nine months of 2005 due to (i) positiveeconomic effects (principally changes in rebates, cash discounts andreturns and allowances, as well as pricing changes) of $53million and (ii) foreign currency translation gains of $34million, primarily due to the strong Brazilian Real, Canadian Dollarand British Pound. These increases were partially offset by (i) a$23  million unfavorable impact relating to the termination of acustomer relationship; (ii) $9  million related to Beck Arnley,our foreign nameplate distribution business that was sold inMarch  2005 and (iii) a decrease in sales volume for the firstnine months of $15  million in comparison to last year.

Brake product sales were up in the first nine months of 2006in comparison to the first nine months of 2005, due to foreign currencytranslation gains of $33  million and positive economic effectsof $32  million. Partially offsetting these increases was a$19  million unfavorable impact for the termination of a customerand $26  million decrease in sales volume.

Chassisproduct sales were down slightly in the first nine months of 2006 incomparison to 2005. Sales decreased slightly due to a $10million decrease in sales volume and a $4  million decreaserelating to the termination of a customer. These decreases werepartially offset by positive economic effects and currency translationgains of $9  million and $2  million, respectively.

27

----

Filtration product sales increasedin 2006 primarily due to (i) positive economic effects of $14million; (ii) a sales volume increase of $14  million and (iii)currency translation gains of $2  million.

Europeanproducts sales for the first nine months of 2006 were down slightly incomparison to the first nine months of 2005. European product salesdecreased due to currency translation losses of $3  million andnegative economic effects of $2  million partially offset by anincrease in volume of $4  million.

Eliminations andother consists of Beck Arnley sales in 2005 and intercompany saleseliminations between product groupings. The sales were lower in thecurrent year due to the divestiture of Beck Arnley in March2005. Beck Arnley sales were $9  million in the first nine monthsof 2005.

Cost of sales.    The gross margin for thefirst nine months of 2006 increased to 17% from 15% inthe first nine months of 2005. This increase was due in part to thepreviously discussed positive economic effects. Additionally, theacquistion and comprehensive restructuring programs and cost savingsprograms contributed to the improved gross margin.

Selling,general and administrative expenses.    Our selling, generaland administrative expenses increased in 2006 over 2005. The increasein selling, general and administrative expenses was attributable notonly to higher sales but also to other contributing factors such as thefollowing:    

|  |              |                                                                                                                                              |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | We recognized$26  million in restructuring costs relating to our comprehensiverestructuring program, which was announced at the end of 2005. |

|  |              |                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | We were required to establish a corporateoffice for Affinia after acquiring the Dana aftermarket business onNovember  30,  2004. The corporate office compensationexpenses increased $8  million in the first nine months of 2006in comparison to 2005 due to the increase in staffing levels. Inaddition, we incurred $5  million more in professional feesduring the first nine months of 2006 in comparison to 2005. |

|  |              |                                                                                                                                        |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | During the first nine months of 2006 weincreased our advertising costs by approximately $3  million overthe first nine months of 2005. |

|  |              |                                                                                                                                                      |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Bad debtexpense has increased by $2  million in the first nine months of2006 primarily due to increased exposure for certain internationallocations. |

There were other less significant factors that alsocontributed to the increase in selling, general and adminstrativeexpenses.

Operating profit.    Our operating profitincreased in the first nine months of the current year in comparison tothe prior year first nine months mainly due to a $21  millionloss on the disposition of Beck Arnley recognized in the prior year. Wedisposed of Beck Arnley on March  31,  2005 because itsoperations did not match with our strategic objectives. Alsocontributing to the increase in operating profit was the gross marginimprovement in the first nine months of 2006.

Interestexpense.    Interest expense for the first nine months of 2006increased in comparison to last year. The interest and finance chargesmainly relate to the Company's notes and senior creditfacilities, entered into during the fourth quarter of 2004 to fund theAcquisition. Interest expense for the first nine months was slightlyhigher primarily due to an increase in pricing associated with anamendment to our senior credit facilities in December  2005 alongwith a general increase in variable short term interest rates.

Income tax (benefit) expense.    The tax expense forthe first nine months of 2006 was $1  million compared to a taxbenefit of $4  million for the first nine months of 2005. Theincreased tax expense for the first nine months of 2006 arises fromproviding income taxes on the resulting net profits after excluding thelosses incurred by our UK subsidiaries. No tax benefit is currentlyrecognized relative to those losses. The tax benefit for 2005 wasprimarily related to the divestiture of Beck Arnley during the firstnine months of 2005.

Net (loss) income.    Netincome increased in comparison to last year due to the factorsdescribed above.

28

----

Liquidity and CapitalResources

The following analysis gives effect to the restatementof the Statement of Cash Flow discussed in Note 3 to the unauditedcondensed financial statements.

The Company's primarysource of liquidity is cash flow from operations. We also haveavailability under our revolving credit facility and receivablesfacility, subject to certain requirements. Our primary liquidityrequirements are for debt servicing, working capital, restructuringobligations and capital spending.

We are significantly leveragedas a result of the Acquisition. Affinia issued senior subordinatednotes and entered into senior credit facilities, consisting of arevolving credit facility and term loan facility, and initiated a tradeaccounts receivable securitization program (the‘‘Receivables Facility’’). As ofSeptember  30,  2006, we had $613  million inaggregate indebtedness, with an additional $111  million ofborrowing capacity available under our revolving credit facility, aftergiving effect to $14  million in outstanding letters of credit,which reduced the amount available thereunder. The aggregateindebtedness increased $1  million since December31,  2005. We had nothing outstanding under our ReceivablesFacility as of December 31, 2005 and September  30,  2006.The Receivables Facility provides for a maximum borrowing capacity of$100  million subject to certain limitations.

We spent$23  million and $17  million on capital expendituresduring the nine months ended September  30,  2005 and 2006,respectively. We expect capital expenditures to total between $25 and$30  million during 2006, primarily in connection with capitalimprovements. Based on the current level of operations, the Companybelieves that cash flow from operations and available cash, togetherwith available borrowings under its revolving credit facility andReceivables Facility, will be adequate to meet liquidity needs andrestructuring plans and to fund planned capital expenditures. TheCompany may, however, need to refinance all or a portion of theprincipal amount of the senior subordinated notes and/or senior creditfacility borrowings, on or prior to maturity, to meet liquidity needs.If it is determined that refinancing is necessary, and the Company isunable to secure such financing on acceptable terms, then the Companymay have insufficient liquidity to carry on its operations and meet itsobligations at such time.

The Company can give no assurance thatits business will generate sufficient cash flow from operations, thatrevenue growth or operating improvements will be realized, or thatfuture borrowings will be available under its revolving credit facilityin an amount sufficient to enable it to service its indebtedness or tofund other liquidity needs.

Net cash provided byoperating activities

Net cash provided by operating activitiesfor the nine months ended September  30,  2006 and 2005 was$7  million and $45  million, respectively. The $38million change in operating activities for the first nine months of2006 was principally due to the change in inventory. Inventory was a$12  million use of cash in 2006 compared to a $62  millionsource in 2005. In 2005 the company implemented a program designed toincrease efficiencies in our manufacturing processes. As a result ofthis lean manufacturing program, we were able to reduce inventoriessignficantly from the end of 2004. In addition, the net income (loss)increased $11  million in the first nine months of 2006 incomparison to the first nine months of 2005.

Net cashused in investing activities

Net cash used in investingactivities for the nine months ended September  30,  2006and 2005 was $15  million and $43  million, respectively.In the second quarter of 2005, we paid Dana $28  million for aworking capital settlement associated with the Acquisition. Capitalexpenditures were $17  million and $23  million for thenine months ended September  30,  2006 and 2005,respectively.

Net cash (used in) provided by financingactivities

Net cash (used in) provided by financing activitiesfor the nine months ended September  30,  2006 and 2005 wasa $1  million source and $29  million use of cash,respectively. We reduced our short-term and long-term debt by$29  million in the first nine months of 2005 compared to thefirst nine months of 2006.

29

----

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

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

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

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

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

Our covenantlevels and ratios for the quarter ended September  30,2006 are asfollows:

|                                              |  |  |                                            |  |  |                            |
|----------------------------------------------|--|--|--------------------------------------------|--|--|----------------------------|
|                                         |  |  | CovenantComplianceLevelatSeptember 30,2006 |  |  | Ratios at September30,2006 |
| Senior CreditFacilities                      |  |  |                                       |  |  |                       |
| MinimumAdjusted EBITDA to cash interestratio |  |  | 2.00x                                      |  |  | 2.89x                      |
| Maximumnet debt to Adjusted EBITDAratio      |  |  | 5.25x                                      |  |  | 3.88x                      |
|                                              |

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

30

----

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

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

A breach ofcovenants in our senior credit facilities that are tied to ratios basedon Adjusted EBITDA could result in a default under those facilities andthe lenders could elect to declare all amounts borrowed due andpayable. Any such acceleration would also result in a default under ourindenture and Receivables Facility. Additionally, under the indenture,our ability to engage in activities such as incurring additionalindebtedness, making investments and paying dividends is also tied toratios based on Adjusted EBITDA. However, EBITDA and Adjusted EBITDAare not recognized terms under accounting principles generally acceptedin the United States of America and do not purport to be alternativesto net income as a measure of operating performance. Additionally,EBITDA and Adjusted EBITDA are not intended to be measures of free cashflow for management's discretionary use, as they do not considercertain cash requirements such as interest payments, tax payments anddebt service requirements.

The following table reconciles netincome to EBITDA and Adjusted EBITDA (Dollars inMillions):

|                             |  |  |                                    |   |         |                                     |  |  |                                    |   |         |                                    |  |  |  |   |         |   |  |  |  |   |         |  |
|-----------------------------|--|--|------------------------------------|---|---------|-------------------------------------|--|--|------------------------------------|---|---------|------------------------------------|--|--|--|---|---------|---|--|--|--|---|---------|--|
|                        |  |  | ThreeMonths EndedSeptember 30,2005 |   |         | Three MonthsEnded September 30,2006 |  |  | Nine Months EndedSeptember 30,2005 |   |         | Nine Months Ended September30,2006 |
| Net income(loss)            |  |  |                                    | $ | 8       |                                     |  |  |                                    | $ | 12      |                                    |  |  |  | $ | (7      | ) |  |  |  | $ | 4       |  |
| Interestexpense             |  |  |                                    |   | 13      |                                     |  |  |                                    |   | 15      |                                    |  |  |  |   | 40      |   |  |  |  |   | 44      |  |
| Depreciationandamortization |  |  |                                    |   | 10      |                                     |  |  |                                    |   | 13      |                                    |  |  |  |   | 33      |   |  |  |  |   | 36      |  |
| Taxexpense(benefit)         |  |  |                                    |   | 6       |                                     |  |  |                                    |   | (4      | )                                  |  |  |  |   | (4      | ) |  |  |  |   | 1       |  |
| EBITDA                      |  |  |                                    |   | 37      |                                     |  |  |                                    |   | 36      |                                    |  |  |  |   | 62      |   |  |  |  |   | 85      |  |
| Restructuringcharges(a)     |  |  |                                    |   | 2       |                                     |  |  |                                    |   | 12      |                                    |  |  |  |   | 12      |   |  |  |  |   | 26      |  |
| BeckArnley(b)               |  |  |                                    |   | — |                                     |  |  |                                    |   | — |                                    |  |  |  |   | 21      |   |  |  |  |   | — |  |
| Otheradjustments(c)         |  |  |                                    |   | — |                                     |  |  |                                    |   | 1       |                                    |  |  |  |   | — |   |  |  |  |   | 9       |  |
| AdjustedEBITDA              |  |  |                                    | $ | 39      |                                     |  |  |                                    | $ | 49      |                                    |  |  |  | $ | 95      |   |  |  |  | $ | 120     |  |
|                             |

|  |
|--|
|  |  |
|  |

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

|     |                                                                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | The Company had a $21million loss on the disposition of Beck Arnley, which in accordancewith the terms of our senior credit facilities are added back toEBITDA. |

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

Off-Balance SheetReceivables Facility    

Our off-balance sheet receivablesfacility provides up to $100  million in funding, based onavailability of eligible receivables and satisfaction of othercustomary conditions. Under the Receivables Facility, receivables aresold by certain subsidiaries of the Company to a wholly-ownedbankruptcy remote finance subsidiary of the Company, which transfers anundivided interest in the purchased receivables to a commercial paperconduit or its bank sponsor in exchange for cash.

Affinia, as thereceivables collection agent, services, administers and collects thereceivables under the receivables purchase agreement for which itreceives a monthly servicing fee at a rate of 1.00% per annum ofthe average daily outstanding balance of receivables. The receivablesfacility fees include a 

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usage fee paid by the finance subsidiary,that varies based upon the Company's leverage ratio as calculatedunder the senior credit facilities. Funded amounts under theReceivables Facility bear interest at a rate equal to theconduit's pooled commercial paper rate plus the usage fee. AtSeptember  30,  2006, the usage fee margin for theReceivables Facility was 1.25% per annum of the amount funded.In addition, the finance subsidiary is required to pay a fee on theunused portion of the Receivables Facility that varies based upon thesame ratio. At September  30,  2006 the fee was0.50% per annum of the unused portion of the ReceivablesFacility.

Availability of funding under the Receivables Facilitydepends primarily upon the outstanding trade accounts receivablebalance from time to time. Aggregate availability is determined byusing a formula that reduces the gross receivables balance by factorsthat take into account historical default and dilution rates, obligorconcentrations, average days outstanding and the costs of the facility.As of September  30,  2006, $264  million of ouraccounts receivable balance was considered eligible for financing underthe program, of which approximately $78  million was availablefor funding. We had no amount outstanding as of September30,  2006 under this facility.

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

Item 3.    Quantitative and QualitativeDisclosures About Market Risk

The Company is exposed to variousmarket risks including currency exchange rate risks, interest raterisks and commodity price risks. The Company seeks to mitigate theserisks primarily by managing its operations. In addition, the Companymay execute certain financial derivative transactions that are intendedto offset any such risks that may not otherwise be addressed in thenormal course of business.

Currency Exchange RateRisk

We conduct business and maintain assets in North America,Europe, South America and Asia. Although we manage our businesses insuch a way as to reduce a portion of the risks associated withoperating internationally, changes in currency exchange rates mayadversely impact our results of operations and financial position.

The results of operations and financial position of each of ouroperations are measured in their respective local (functional)currency. Business transactions denominated in currencies other than anoperation’s functional currency produce foreign exchange gainsand losses, as a result of the remeasurement process, as described inSFAS 52, Foreign Currency Translation. To the extent that netmonetary assets or liabilities denominated in a non-local currency aregenerated, changes in an entity’s functional currency exchangerate versus each currency in which an entity transacts business have avarying impact on an entity’s results of operations andfinancial position, as reported in functional currency terms.Therefore, for entities that transact business in multiple currencies,we seek to minimize the net amount of revenue or expense denominated innon-local currencies. However, in the normal course of conductinginternational business, some amount of non-local currency exposure willexist. Therefore, management monitors these exposures and engages inbusiness activities or financial hedge transactions intended tomitigate the potential financial impact due to changes in therespective exchange rates.

The Company’s consolidatedresults of operations and financial position, as reported in U.S.dollars, are also affected by changes in currency exchange rates. Theresults of operations of non-U.S. dollar functional entities aretranslated into U.S. dollars for consolidated reporting purposes eachperiod at the average currency exchange rate experienced during theperiod. To the extent that the U.S. dollar may appreciate or depreciateover time, the contribution of non-U.S. dollar denominated results ofoperations to the Company’s U.S. dollar reported consolidatedearnings will vary 

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accordingly. Therefore, local currencydenominated revenue and expenses of our non-U.S. dollar functionaloperations may have a significant impact on the Company’s salesand, to a lesser extent, consolidated net income trends. In addition, asignificant portion of the Company’s consolidated financialposition is maintained at foreign locations and is denominated infunctional currencies other than the U.S. dollar. These non-U.S. dollardenominated assets and liabilities are translated into U.S.dollars at each respective currency’s exchange rate then ineffect at the end of each reporting period, and the financial impact ofsuch translation is reflected within the other comprehensive incomecomponent of shareholders’ equity. Accordingly, the amountsshown in our consolidated shareholders' equity account willfluctuate depending upon the cumulative appreciation or depreciation ofthe U.S. dollar versus each of the respective functionalcurrencies in which the Company conducts business. Management seeks tomitigate the potential financial impact upon the Company’sconsolidated results of operations due to exchange rate changes byengaging in business activities or financial derivative transactionsthat will generally offset underlying currency exposures. We do notengage in activities solely intended to counteract the impact thatchanges in currency exchange rates may have upon the Company’sU.S. dollar reported statement of financial condition.

To date,our foreign currency exchange rate risk management efforts haveprimarily focused upon operationally managing the amount of netnon-functional currency monetary assets or liabilities subject to there-measurement process. In addition, we periodically execute short-termcurrency exchange rate forward contracts that are intended to mitigatethe earnings impact related to the re-valuation of specific monetaryassets or liabilities denominated in a currency other than a particularentity’s functional currency. As of September  30,2006, we had currency exchange rate derivative assets with notionalvalue of $42  million and a liability $0.1million.

Interest Rate Risk Management

AtSeptember  30,  2006, the Company’s financialposition included $312  million of variable rate debtoutstanding. Therefore, a hypothetical immediate 1% increase ofthe average interest rate on this debt would increase the future annualinterest expense related to these debt obligations by $3.1million.

Under the provisions of the senior credit facilitieswith its banks, the Company is required to pay a fixed rate of intereston at least 40% of its debt, consisting of the aggregateobligations under the senior credit facility, our senior subordinatednotes and any additional senior subordinated notes that might be issuedin the future. At September  30,  2006, approximately73% of the Company’s total debt obligations were fixed oreffectively fixed-rate in nature.

In April  2006, theCompany entered into various pay-fixed interest rate swaps having acombined notional value of $150  million to effectively fix therate of interest on a portion of our variable interest rate seniorcredit facility until April  30,  2008. The effect of thesetransactions is to reduce the net annual interest expense impact of ahypothetical immediate 1% increase of the average interest rateon the Company’s $312  million variable rate debtoutstanding from $3.1  million to $1.6  million.

Asof September  30,  2006, the aggregate fair value of theinterest rate swaps was a liability of $0.4  million. Thepotential loss in fair value of these swaps arising from a hypotheticalimmediate decrease in interest rates of 50 basis points isapproximately $1.1  million.

Commodity Price RiskManagement

The Company is exposed to adverse price movements orsurcharges related to commodities that are used in the normal course ofbusiness operations. Management actively seeks to negotiate contractualterms with our customers and suppliers to limit the potential financialimpact related to these exposures.

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Item 4.    Controls andProcedures

As of the end of the period covered by this report,we carried out an evaluation, under the supervision and with theparticipation of our management, including our Chief Executive Officerand Chief Financial Officer, of the effectiveness of the design andoperation of our disclosure controls and procedures pursuant to Rule15a-5(c) of the Exchange Act. Based upon that evaluation, our ChiefExecutive Officer and Chief Financial Officer concluded that ourdisclosure controls and procedures are effective in alerting them on atimely basis to information required to be included in our submissionsand filings with the SEC. Management has concluded that the CondensedConsolidated Financial Statements included in this quarterly report onForm 10-Q present fairly, in all material respects, the Company'sfinancial position, results of operations and cash flows for the periodpresented.

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PARTII

OTHER INFORMATION

Item 1.    LegalProceedings

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

On January  30,2006, Parker-Hannifin Corporation(‘‘Parker’’) filed a complaint and requestfor preliminary injunction against Wix Filtration Corp.(‘‘Wix’’), which is a wholly ownedsubsidiary of Affinia, alleging patent infringement of four U.S.patents held by Parker. These patents cover an oil filter and fuelfilter, designed for the Ford F-150 pickup truck, which Parker wasselling to Wix for sale into the automotive aftermarket prior to thecomplaint date. Wix’s response to Parker’s preliminaryinjunction brief was filed on May  10,  2006 and thepreliminary injunction hearing was held on August  23,2006 in the U.S. District Court for the Eastern District of California.On October  24,  2006, the court denied Parker’spreliminary injunction motion. Wix intends to continue to defend itselfvigorously in this suit.

On March  3,  2006, Danaand forty of its domestic subsidiaries (the‘‘Debtors’’) filed voluntary petitions forreorganization under Chapter 11 of the United States Bankruptcy Code inthe United States Bankruptcy Court, Southern District of NewYork (the ‘‘Court’’) (Case No. 06-10354).The Debtors will continue to operate their businesses as‘‘debtors-in-possession’’ under thejurisdiction of the Court and in accordance with applicable provisionsof the Bankruptcy Code and orders of the Court. Dana is, pursuant tothe Purchase Agreement, contractually obligated to indemnify us forspecified liabilities, including, among others, (1) liabilities arisingout of legal proceedings commenced prior to the Acquisition and (2)liabilities for death, personal injury or other injury to persons(including, but not limited to, such liabilities that result from humanexposure to asbestos) or property damage occurring prior to theAcquisition relating to the use or exposure to any of Dana'sproducts designed, manufactured, served or sold by Dana. However, inthe context of Dana's bankruptcy, Dana may bedischarged entirely from its obligations to indemnify us for futuredefense settlements or payments in respect of any claim subject to itsindemnification obligations and we may recover less than 100% ofany indemnification obligations of Dana existing as of March3,  2006. Further, we do not know whether any insurance that mayhave been maintained by Dana will cover the costs for which Dana iscontractually obligated to indemnify us. The failure of Dana to honorits indemnification obligations could adversely affect our financialcondition and results of operations. As of March  31,  2006we fully reserved for the $2  million in accounts receivable duefrom the Debtors. Subsequent to March  31,  2006, a numberof of events occurred, including the receipt of payments from theDebtors, to mitigate our accounts receivable exposure with the Debtors,to such an extent that we were able to reverse this reserve. We have anongoing business relationship with the Debtors and have recorded noadditional reserves for the post petition accounts receivable due fromthe Debtors.

On April  20,  2006, Heritage, thecurrent owner of our former subsidiary Beck Arnley, and BeckArnley filed suit against Affinia in the Rutherford County ChanceryCourt for the State of Tennessee. The suit arises out ofAffinia’s sale of Beck Arnley to Heritage on March31,  2005 and a subsequent tax election which Affinia wasrequired to make under the Purchase Agreement with Dana. Affiniaintends to vigorously defend this matter and does not believe it hasany liability. Affinia has moved to dismiss the suit in Tennessee andfiled a declaratory judgment action in Illinois. On November2,  2006, the court dismissed the declaratory judgment action.The parties have begun the discovery process.

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Item 1A.    Risk Factors

Inaddition to the other information set forth in this report, you shouldcarefully consider the factors discussed in Part I,‘‘Item 1A. Risk Factors’’ in our AnnualReport on Form 10-K for the year ended December  31,  2005,which could materially affect our business, financial condition orfuture results. The risks described in our Annual Report on Form 10-Kare not the only risks facing our Company. Additional risks anduncertainties not currently known to us or that we currently deem to beimmaterial also may materially adversely affect our business, financialcondition and/or operating results.

Item 5.    OtherInformation

As previously disclosed in the Company’sAnnual Report on Form 10-K for the year ended December31,  2005, the Affinia Group Holdings Inc. 2005 Stock IncentivePlan (the ‘‘Plan’’) provides incentives toemployees, directors, or affiliates of Affinia Group Holdings Inc., theparent of Affinia Group Intermediate Holdings Inc. On November14,  2006, the Compensation Committee of Affinia Group HoldingsInc. revised the vesting terms applicable to options previously awardedby the Committee to its named executive officers, as well as otheremployees, under the Plan.

One-half of these options vest inequal portions at the end of each year beginning with the year of thegrant and ending December  31,  2009 (the‘‘Vesting Period’’), 40% areeligible for vesting in equal portions upon the Company’sachievement of certain specified annual EBITDA performance targets overthe Vesting Period and 10% are eligible for vesting in equalportions upon the Company’s achievement of certain net workingcapital performance targets over the Vesting Period. The Committee hasnot modified the time-vesting options or the working capitalperformance options. The Committee has elected to modify the vestingterms for the EBITDA performance options so that these options will beeligible for vesting in equal portions at the end of each of the years2007, 2008 and 2009. The Committee also reduced the performance targetsfor those years.

Item6.    Exhibits

(a)    Exhibits

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

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

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SIGNATURES

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

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

Date: November 14,2006

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