================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q
(Mark One)

   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       OR

   [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

             For the Transition period from __________ to __________

                         Commission file number: 1-14181

                         TRANSPORTATION COMPONENTS, INC.
            (Exact name of registrant as specified in its charter)

                  Delaware                               76-0562800
       (State or other jurisdiction                   (I.R.S. Employer
     of incorporation or organization)                Identification No.)

                                 Three Riverway
                                    Suite 200
                              Houston, Texas 77056
               (Address of Principal Executive offices) (Zip Code)

       Registrant's telephone number, including area code: (713) 332-2500


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

      The number of shares outstanding of the registrant's common stock, as of
November 15, 1999, was 17,625,615.

================================================================================
<PAGE>
                         TRANSPORTATION COMPONENTS, INC.

                                      INDEX

<TABLE>
<CAPTION>
PART I. - FINANCIAL INFORMATION                                                                  PAGE
                                                                                                ------
Item 1.  Financial Statements
<S>                                                                                                <C>
Consolidated Balance Sheets of Transportation Components, Inc. at September 30, 1999
  (unaudited) and December 31, 1998 ..........................................................     3
Unaudited Consolidated Statements of Operations of Transportation Components, Inc. ...........
  for the three months and nine months ended September 30, 1999 and 1998 .....................     4
Unaudited Consolidated Statements of Cash Flows of Transportation Components, Inc. ...........
  for the nine months ended September 30, 1999 and 1998 ......................................     5
Notes to Unaudited Consolidated Financial Statements .........................................     6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
           of Operations .....................................................................    11

PART II. - OTHER INFORMATION

Item 1.  Legal Proceedings ...................................................................    20
Item 6.  Exhibits and Reports on Form 8-K ....................................................    20
Signature ....................................................................................    21

</TABLE>

                                      -2-
<PAGE>
                         TRANSPORTATION COMPONENTS, INC.

                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                       SEPTEMBER 30,        DECEMBER 31,
                                                                                           1999                 1998
                                                                                      ---------------      --------------
                    ASSETS
<S>                                                                                      <C>                 <C>
Current assets:                                                                         (Unaudited)          (Note 1)

    Cash and cash equivalents ..................................................         $   5,112           $   4,090
    Accounts receivable - trade, net of allowance for bad debts
      of $2,066 and $1,978 .....................................................            34,433              31,952
    Accounts receivable - other ................................................             8,599               6,522
    Receivables from related parties ...........................................                62                  92
    Notes receivable, current ..................................................               910                 962
    Inventories ................................................................            64,766              71,354
    Prepaid expenses and other .................................................             1,321               2,027
    Deferred tax asset .........................................................             6,167               3,439
                                                                                         ---------           ---------
         Total current assets ..................................................           121,370             120,438

Property and equipment, net ....................................................            13,996              12,604
Notes receivable, net ..........................................................             1,370               1,854
Notes receivable from related parties ..........................................               849                 822
Goodwill, net ..................................................................            87,456              81,832
Other assets ...................................................................             1,162               1,355
                                                                                         ---------           ---------
         Total assets ..........................................................         $ 226,203           $ 218,905
                                                                                         =========           =========

          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses ......................................         $  43,323           $  41,342
    Payables to related parties ................................................             1,780               1,764
    Current portion of long-term debt ..........................................               910               1,651
    Other current liablities ...................................................               329                 237
                                                                                         ---------           ---------
         Total current liablities ..............................................            46,342              44,994

Long-term debt, less current portion ...........................................            61,532              59,091
Deferred tax liability .........................................................             2,916               2,875
Payables to related parties ....................................................            13,029              14,068
                                                                                         ---------           ---------
         Total liablities ......................................................           123,819             121,028
Commitments and contingencies
Stockholders' equity:
    Preferred stock, $0.01 par, 5,000,000 shares authorized, none issued .......              --                  --
    Common stock, $0.01 par, 102,000,000 shares authorized,
       17,747,759 and 17,727,815 shares outstanding, respectively ..............               177                 177
    Additional paid-in capital .................................................           102,361             102,414
    Foreign currency translation adjustment ....................................               109                --
    Retained deficit ...........................................................              (263)             (4,714)
                                                                                         ---------           ---------
         Total stockholders' equity ............................................           102,384              97,877
                                                                                         ---------           ---------

         Total liabilities and stockholders' equity ............................         $ 226,203           $ 218,905
                                                                                         =========           =========

</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                      -3-
<PAGE>
                         TRANSPORTATION COMPONENTS, INC.

              Notes to Unaudited Consolidated Financial Statements


               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except share and per share data)


<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                                      SEPTEMBER 30                       SEPTEMBER 30
                                                             ------------------------------      ------------------------------
                                                                 1999              1998              1999              1998
                                                             ------------      ------------      ------------      ------------
<S>                                                          <C>               <C>               <C>               <C>
Revenues ...............................................     $     78,189      $     58,423      $    237,539      $     62,209
Cost of sales ..........................................           54,438            41,189           164,683            43,853
                                                             ------------      ------------      ------------      ------------
    Gross profit .......................................           23,751            17,234            72,856            18,356

Selling, general and administrative expenses ...........           20,899            13,674            61,238            19,551
                                                             ------------      ------------      ------------      ------------

Income (loss) from operations ..........................            2,852             3,560            11,618            (1,195)

Other income (expense):
    Interest expense ...................................           (1,299)             (651)           (3,921)             (680)
    Other income, net ..................................              274               297               804               285
                                                             ------------      ------------      ------------      ------------
Income (loss) before income taxes ......................            1,827             3,206             8,501            (1,590)
Provision for income taxes .............................              962             1,405             4,053             1,435
                                                             ------------      ------------      ------------      ------------

Net income (loss) ......................................     $        865      $      1,801      $      4,448      $     (3,025)
                                                             ============      ============      ============      ============



Income (loss) per share - Basic ........................     $        .05      $        .11      $        .25      $       (.38)
                                                             ============      ============      ============      ============

Income (loss) per share - Diluted ......................     $        .05      $        .11      $        .25      $       (.38)
                                                             ============      ============      ============      ============

Number of shares used in the per share calculations:

    Basic ..............................................       17,732,726        16,512,611        17,729,452         7,944,431
                                                             ============      ============      ============      ============
    Diluted ............................................       17,737,078        16,928,099        19,334,959         7,944,431
                                                             ============      ============      ============      ============
</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      -4-
<PAGE>
                         TRANSPORTATION COMPONENTS, INC.

              Notes to Unaudited Consolidated Financial Statements


               UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)

<TABLE>
<CAPTION>
                                                                                         NINE MONTHS ENDED
                                                                                            SEPTEMBER 30
                                                                                    --------------------------
                                                                                       1999             1998
                                                                                     --------         --------
<S>                                                                                  <C>              <C>
Cash flows from operating activities:
Net income (loss) .........................................................          $  4,448         $ (3,025)
Adjustments to reconcile net income (loss) to net cash provided by
  (used in) operating activities:
     Depreciation and amortization ........................................             3,789              801
     Provision for bad debts ..............................................               368              106
     (Gain) loss on sale of assets ........................................               (48)              27
       Compensation expense related to issuance of  management shares .....               -0-            4,850
       Cancellation at deferred compensation agreement ....................               -0-             (317)
Changes in operating assets and liabilities, net of assets Acquired:
     Accounts receivable and notes receivable .............................            (4,525)            (223)
     Inventories ..........................................................              (846)          (2,426)
     Other assets .........................................................               623           (1,810)
     Accounts payable and accrued expenses ................................             1,088              944
                                                                                     --------         --------
         Net cash provided (used in) by operating activities ..............             4,897           (1,073)
                                                                                     --------         --------

Cash flows from investing activities:
     Purchases of property and equipment ..................................            (3,968)          (1,373)
       Proceeds from sales of property and equipment ......................               324            1,633
     Cash paid for acquisitions, net of cash acquired .....................            (1,041)         (19,423)
     Other ................................................................               (52)             -0-
                                                                                     --------         --------
         Net cash used in investing activities ............................            (4,737)         (19,163)
                                                                                     --------         --------

Cash flows from financing activities:
Net borrowings (repayments) of long term debt .............................               841          (11,988)
Issuance of stock net of underwriting and offering costs ..................               -0-           35,650
                                                                                     --------         --------
Net cash provided by financing activities .................................               841           23,662
                                                                                     --------         --------

Effect of exchange rate changes on cash ...................................                21              -0-
                                                                                     --------         --------

Net increase in cash and cash equivalents .................................             1,022            3,426
Cash and cash equivalents, beginning of period ............................             4,090                5
                                                                                     --------         --------
Cash and cash equivalents, end of period ..................................          $  5,112         $  3,431
                                                                                     ========         ========
</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.


                                      -5-
<PAGE>
1.  ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

      Transportation Components, Inc., a Delaware corporation also known as
TransCom USA ("TransCom", and collectively with its subsidiaries, the
"Company"), was founded in October 1997 to become a leading national distributor
of replacement parts and supplies for commercial trucks, trailers and other
heavy duty vehicles and equipment. Prior to its initial public offering (the
"IPO"), TransCom had not conducted any operations. Concurrent with the
consummation of its IPO on June 24, 1998, TransCom acquired nine companies (the
"Founding Partner Companies") in separate merger transactions. After the IPO,
TransCom acquired an additional nine companies in the third and fourth quarters
of 1998. The Company also completed two smaller "tuck-in" acquisitions in the
second and third quarters of 1999.

BASIS OF PRESENTATION

      The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presenation have been included. All significant intercompany transactions and
balances have been eliminated. Operating results for the three months and nine
months ended September 30, 1999 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1999.

      The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

      For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1998.

USE OF ESTIMATES AND ASSUMPTIONS

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect (i) the reported amounts of assets and liabilities, (ii)
the disclosure of contingent assets and liabilities known to exist as of the
date the financial statements are published, and (iii) the reported amount of
revenues and expenses recognized during the periods presented. Uncertainties
with respect to such estimates and assumptions are inherent in the preparation
of financial statements. The Company regularly reviews all significant estimates
affecting its consolidated financial statements. Adjustments made with respect
to the use of estimates often relate to improved information not previously
available. The accompanying consolidated balance sheets include preliminary
allocations of the respective purchase price paid for the companies acquired
using the "purchase" method of accounting and, accordingly, is subject to final
adjustment. Effective June 24, 1999, the Company completed the valuation of the
acquired assets and liabilities of its Founding Partner Companies. This final
allocation resulted in an increase in goodwill of $5.6 million and was based on
additional valuation information as to the assets and liabilities acquired.


                                      -6-
<PAGE>
                         TRANSPORTATION COMPONENTS, INC.

              Notes to Unaudited Consolidated Financial Statements


2.  EARNINGS (LOSS) PER SHARE

      The following table sets forth the computation of basic and diluted
earnings (loss) per share for the periods indicated (in thousands, except for
share and per share data):

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED            NINE MONTHS ENDED
                                                                       SEPTEMBER 30                 SEPTEMBER 30
                                                                --------------------------    --------------------------
                                                                    1999          1998           1999           1998
                                                                -----------    -----------    -----------    -----------
<S>                                                             <C>            <C>            <C>            <C>
NET INCOME (LOSS)
Net income (loss) ..........................................    $       865    $     1,801    $     4,448    $    (3,025)

Add interest on 5% convertible debt (assumed
  converted), net of federal income tax effect .............              0              9            319              0
                                                                -----------    -----------    -----------    -----------
      Adjusted net income (loss) ...........................    $       865    $     1,810    $     4,767    $    (3,025)
                                                                ===========    ===========    ===========    ===========
BASIC

   Basic weighted average shares ...........................     17,732,726     16,512,611     17,729,452      7,944,431
                                                                ===========    ===========    ===========    ===========
DILUTED
   Basic weighted average shares ...........................     17,732,726     16,512,611     17,729,452      7,944,431
   Effect on dilutive securities

      Options ..............................................          4,352        151,431          5,869            -0-

      Warrants .............................................            -0-        201,142            -0-            -0-

      Convertible debt .....................................            -0-         62,915      1,599,638            -0-
                                                                -----------    -----------    -----------    -----------


   Diluted weighted average shares .........................     17,737,078     16,928,099     19,334,959      7,944,431
                                                                ===========    ===========    ===========    ===========
NET INCOME (LOSS) PER SHARE
   Basic ...................................................    $       .05    $       .11    $       .25    $      (.38)
                                                                ===========    ===========    ===========    ===========
   Diluted .................................................    $       .05    $       .11    $       .25    $      (.38)
                                                                ===========    ===========    ===========    ===========

</TABLE>

The conversion of the convertible subordinated notes would be antidilutive, so
the effect of the conversion of the notes is excluded from the computation of
diluted earnings per share for the three months ended September 30, 1999.

3.  LONG TERM OBLIGATIONS

      Long-term debt obligations to non-related parties consist of the following
(in thousands):

                                                 SEPTEMBER 30,     DECEMBER 31,
                                                      1999            1998
                                                --------------    --------------
Revolving credit facility ..................        $ 60,000         $ 56,300
Notes payable to a financial institution ...           1,908            4,024

Other ......................................             534              418
                                                    --------         --------
Total long-term debt .......................          62,442           60,742
Less:  current portion .....................            (910)          (1,651)
                                                    --------         --------
                                                    $ 61,532         $ 59,091
                                                    ========         ========

                                      -7-
<PAGE>
                         TRANSPORTATION COMPONENTS, INC.

              Notes to Unaudited Consolidated Financial Statements


CREDIT FACILITY

      Effective September 30, 1999, the Company entered into an Amended and
Restated Credit Agreement with Bank One, NA (as successor to The First National
Bank of Chicago), as agent. The primary changes were to modify two of the
financial covenants, increase the interest rates payable by 75 to 150 basis
points, and provide that the collateral for the loan will be a pledge of the
Company's assets other than real estate and vehicles. The maximum borrowing
capacity of $75.0 million and the termination date of June 24, 2001 were not
changed. The Company is currently in compliance with the financial covenants in
its credit facility. At September 30, 1999, approximately $10.0 million was
available for borrowing under the most restrictive covenants under the credit
facility.

4.    COMPREHENSIVE INCOME

      In 1998, the Company adopted Statement of Financial Accounting Standard
(SFAS) No. 130, "Reporting Comprehensive Income", which requires companies to
display comprehensive income and its components in the financial statements.
This adoption was required because of the acquisition of the Company's Canadian
operations in the fourth quarter of 1998. Accordingly, the components of
comprehensive income were not applicable for the first and second quarters of
1998. Comprehensive income, which encompasses net income (loss) and currency
translation adjustments, is as follows:

<TABLE>
<CAPTION>
                                                                THREE MONTHS      NINE MONTHS
                                                                    ENDED            ENDED
                                                                 SEPTEMBER 30,    SEPTEMBER 30,
                                                                     1999             1999
                                                               ---------------   ---------------
<S>                                                                 <C>              <C>
    Net income attributable to common stockholders .......          $  865           $4,448

    Currency translation adjustments .....................              37              109
                                                                    ------           ------
    Comprehensive income .................................          $  902           $4,557
                                                                    ======           ======
</TABLE>

5.    SEGMENT INFORMATION

      TransCom classifies its business into two reportable segments based on
geographic areas: "Domestic" (revenues generated from customers for use within
the United States) and "International" (revenues generated from customers for
use outside the United States - Canada, Mexico, South America, Central America,
Australia, New Zealand, Europe and Asia). All international operations have been
aggregated into one reportable segment because their operations are similar in
the nature of the product and production process, type of customer, and
distribution method. Operating income by segment is calculated using direct cost
of goods and services, direct selling, general and administration expenses, and
allocating general office expenses based on segment revenues.


                                      -8-
<PAGE>
                         TRANSPORTATION COMPONENTS, INC.

              Notes to Unaudited Consolidated Financial Statements


      Information as to the operations of TransCom's reportable segments is as
follows (in thousands):

<TABLE>
<CAPTION>

THREE MONTHS ENDED SEPTEMBER 30, 1999                             DOMESTIC          INTERNATIONAL      INTERSEGMENT         TOTAL
-------------------------------------                            ---------          -------------      ------------       ----------
<S>                                                              <C>                  <C>                 <C>             <C>
Revenues .............................................           $  68,105            $  10,194           $(110)          $  78,189
                                                                 =========            =========           =====           =========

Operating income .....................................               1,966                  918             (32)              2,852
                                                                 =========            =========           -----           =========

Depreciation and amortization expense ................               1,157                  153             -0-               1,310
                                                                 =========            =========           =====           =========

Capital expenditures .................................               2,072                   61             -0-               2,133
                                                                 =========            =========           =====           =========

NINE MONTHS ENDED SEPTEMBER 30, 1999
------------------------------------

Revenues .............................................           $ 209,279            $  28,462           $(202)          $ 237,539
                                                                 =========            =========           =====           =========

Operating income .....................................               9,022                2,656             (60)             11,618
                                                                 =========            =========           -----           =========

Depreciation and amortization expense ................               3,338                  451             -0-               3,789
                                                                 =========            =========           =====           =========

Capital expenditures .................................               3,746                  222             -0-               3,968
                                                                 =========            =========           =====           =========

Identifiable assets ..................................             194,320               31,883             -0-             226,203
                                                                 =========            =========           =====           =========


THREE MONTHS ENDED SEPTEMBER 30, 1998                             DOMESTIC          INTERNATIONAL      INTERSEGMENT          TOTAL
-------------------------------------                            ---------          -------------      ------------       ----------

Revenues .............................................           $  52,254            $   6,257           $ (88)          $  58,423
                                                                 =========            ---------           =====           =========

Operating income .....................................               2,806                  778             (24)              3,560
                                                                 =========            =========           =====           =========

Depreciation and amortization expense ................                 646                   94             -0-                 740
                                                                 =========            =========           =====           =========

Capital expenditures .................................               1,302                   23             -0-               1,325
                                                                 =========            =========           =====           =========

NINE MONTHS ENDED SEPTEMBER 30, 1998
------------------------------------
Revenues .............................................           $  55,660            $   6,637           $ (88)          $  62,209
                                                                 =========            =========           =====           =========

Operating income .....................................              (1,406)                 235             (24)             (1,195)
                                                                 =========            =========           =====           =========

Depreciation and amortization expense ................                 705                   96             -0-                 801
                                                                 =========            =========           =====           =========

Capital expenditures .................................               1,350                   23             -0-               1,373
                                                                 =========            =========           =====           =========

Identifiable assets ..................................             144,615               21,407             -0-             166,022
                                                                 =========            =========           =====           =========

</TABLE>

                                      -9-
<PAGE>
                         TRANSPORTATION COMPONENTS, INC.

              Notes to Unaudited Consolidated Financial Statements

           Information as to TransCom's operations in different geographical
areas is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                                         ALL OTHER
THREE MONTHS ENDED SEPTEMBER 30, 1999                 UNITED STATES       MEXICO           CANADA     INTERNATIONAL(1)        TOTAL
-------------------------------------                 -------------       ------           ------     ---------------        -------
<S>                                                     <C>              <C>              <C>              <C>              <C>
Revenues ......................................         $ 68,105         $  5,899         $  2,854         $  1,331         $ 78,189

NINE MONTHS ENDED SEPTEMBER 30, 1999
------------------------------------

Revenues ......................................         $209,279         $ 15,887         $  9,332         $  3,041         $237,539
Long-lived assets .............................           87,750           11,569            5,514              -0-          104,833


                                                                                                         ALL OTHER
THREE MONTHS ENDED SEPTEMBER 30, 1998                UNITED STATES        MEXICO            CANADA    INTERNATIONAL(1)        TOTAL
-------------------------------------                -------------        ------            ------    ---------------        -------

Revenues ......................................         $ 52,254         $  4,318            $ -0-         $  1,851         $ 58,423

NINE MONTHS ENDED SEPTEMBER 30, 1998
------------------------------------
Revenues ......................................         $ 55,660         $  4,584            $ -0-         $  1,965         $ 62,209
Long-lived assets .............................           57,181           11,449              -0-              -0-           68,630

</TABLE>

---------------------
(1)  Includes South America, Central America, Australia, New Zealand, Europe and
     Asia.


                                      -10
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

      THIS REPORT ON FORM 10-Q CONTAINS SOME "FORWARD-LOOKING STATEMENTS" WHICH
GIVE THE COMPANY'S CURRENT EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. SUCH
STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMS SUCH AS
"BELIEVES," "EXPECTS," "MAY," "ESTIMATES," "WILL," "SHOULD," "PLANS" OR
"ANTICIPATES" OR OTHER SIMILAR WORDS IN ANY DISCUSSION OF FUTURE OPERATING OR
FINANCIAL PERFORMANCE. SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES, AND ACTUAL
RESULTS MAY VARY MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS AS A
RESULT OF ANY NUMBER OF FACTORS, MOST OF WHICH ARE BEYOND THE CONTROL OF
MANAGEMENT. IN PARTICULAR, THE COMPANY HAS IDENTIFIED SPECIFIC RISKS AND
UNCERTAINTIES RELATED TO THE COMPANY'S BUSINESS UNDER "ITEM 1. BUSINESS - RISK
FACTORS" ON PAGE 9 OF THE COMPANY'S ANNUAL REPORT OR FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1998. NO ASSURANCE CAN BE GIVEN THAT THESE ARE ALL OF THE
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO VARY MATERIALLY FROM THE
FORWARD-LOOKING STATEMENTS. THIS DISCUSSION IS PROVIDED AS PERMITTED BY THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

      The following discussion and analysis should be read in conjunction with
the Company's unaudited consolidated financial statements and the notes thereto
in this Report, and the Company's audited consolidated financial statements
contained in the Form 10-K for the year ended December 31, 1998. Any capitalized
terms used but not defined in this Item have the same meaning given to them in
the Form 10-K.

OVERVIEW AND SIGNIFICANT DEVELOPMENTS

      The following discussion is based upon the historical consolidated
financial information for the Company, which includes the operations of the nine
original companies (the "Founding Partner Companies") from the date of their
acquisition on June 24, 1998, and of the subsequent acquisitions (the "Purchased
Companies") from their respective acquisition dates.

      RESULTS OF OPERATIONS. During the quarter ended September 30, 1999, the
Company had net income of $865,000, or $.05 per diluted share, compared to a net
income of $1.8 million, or $.11 per diluted share, for the third quarter of
1998.

      For the nine months ended September 30, 1999, the Company had net income
of $4.4 million, or $.25 per diluted share, compared to a net loss of $3.0
million, or ($.38) per diluted share, for the nine months ended September 30,
1998. The results for the nine months ended September 30, 1998 include a
non-recurring, non-cash compensation charge of $4.9 million related to common
stock issued to the Company's management and consultants in the first quarter of
1998 prior to the Company's initial public offering.

      THIRD QUARTER ANALYSIS. The Company's revenues in the third quarter of
1999 were $78.2 million, an increase of $19.8 million from the third quarter of
1998. Substantially all of this increase is the result of the $21.6 million of
revenues from the Purchased Companies which were acquired primarily in the
fourth quarter of 1998. One factor impacting the Company's sales was a $3.5
million decline in sales in the third quarter of 1999 compared to the third
quarter of 1998 to two customers in the oilfield service industry, which is
discussed in more detail below.

      Gross profit as a percentage of sales in the third quarter of 1999 was
30.4% compared to 29.5% in the third quarter of 1998. This increase is primarily
due to improved pricing from vendors resulting from the conversion to line
commonality and the impact of the historically higher average gross margin of
the Purchased Companies compared to the Company's other operations.


                                      -11-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.


      Selling, general and administrative expenses ("SG&A") as a percentage of
sales increased to 26.7% for the third quarter of 1999 compared to 23.4% for the
third quarter of 1998. The increase in SG&A expense as a percentage of sales is
primarily the result of duplicate back office expenses, costs associated with
the new systems and the impact of the historically higher average SG&A
percentage of the Purchased Companies compared to the Company's other
operations. The Company has been adding costs to the general office to build the
infrastructure to centralize most administrative functions before any costs have
been reduced at the field operations. The Company also has incurred expenses
related to the installation of common operating and financial systems. Starting
in the first quarter of 2000, the Company expects to begin achieving net
reductions in administrative expenses as duplicate expenses are reduced at the
field operations.

      During 1998, one of the Company's operations recorded substantial revenues
from two major oilfield service companies, primarily under contracts to
fabricate specialty equipment. As a result of the overall slowdown in the
oilfield services industry, the Company's sales to these two customers in 1999
have declined from $6.4 million in the third quarter of 1998 to $2.9 million in
the third quarter of this year. While this operation has downsized its workforce
in response to the lower sales, it has gone from being very profitable in 1998
to a break-even operation during 1999.

      As previously reported, the Company has experienced significant problems
with another of its operations. The Company previously reported an inventory
adjustment of $840,000 for this operation for the fourth quarter of 1998. This
operation had a $400,000 decrease in operating profit from the third quarter of
1998 compared to the third quarter of 1999. After an extensive review of this
operation, the Company has taken a number of steps to improve its operations and
accounting controls. These steps include hiring a new management team,
installing the ROSS financial system and the Karmak operating system, reducing
excess inventory and warehouse space, and reducing excess staffing levels. The
Company believes these steps will improve the future financial results of this
operation.

      SUMMARY COMPARISON OF SECOND AND THIRD QUARTERS OF 1999. Third quarter
1999 sales declined from second quarter 1999 sales by $2.9 million, or 3.6%.
Seasonality accounts for the majority of this decrease. Historically, for the
Company and the heavy duty parts industry, sales in the second half of the year
have been slower than the first half of the year, with the fourth quarter being
the slowest quarter of the year.

      Total gross profit dollars for the third quarter of 1999 decreased by $.9
million from the second quarter of 1999 due to lower sales. Gross profit as a
percentage of sales remained relatively constant at 30.4% for the second and
third quarters of 1999.

      SG&A expenses as a percentage of sales increased from 25.3% in the second
quarter of 1999 to 26.7% in the third quarter of 1999, primarily as a result of
overtime associated with product line changeovers, costs associated with the new
systems and duplicate back office costs. During 1999, the Company is building
the infrastructure to integrate its operations. Accordingly, SG&A expenses are
anticipated to increase in the fourth quarter as the Company adds staff at the
general office to centralize most back office functions and continues the
installation of the common operating and financial systems, which is discussed
in more detail below.

      Operating income for the third quarter of 1999 decreased approximately
$1.3 million or 30.7% from the second quarter of 1999 as a result of the
seasonal decline in sales together with an increase in expenses related to
product line changes, duplicate back office personnel and the new systems.
Interest expense for the third quarter of 1999 decreased $.1 million from the
second quarter of 1999 as a result of the slightly decreased average debt level
during the third quarter.


                                      -12-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.


      OTHER EVENTS. In June 1999 and October 1999, the Company acquired the
assets of two small parts distributors in the Los Angeles and Milwaukee areas.
These acquisitions add to the Company's southern California and Wisconsin
operations.

      OPERATING STRATEGY.  The Company is focused on aggressively  integrating
its operations, as described in more detail below.

            INCREASING PURCHASING SYNERGIES. The Company has begun to realize
      significant cost savings through purchasing economies of scale. The
      Company is implementing product line commonality throughout its
      operations. The resulting increased volume with common vendors will
      provide greater purchasing discounts for the Company. The purchasing
      synergies began to be material in the fourth quarter of 1998, and have
      increased in significance throughout 1999.

            INSTALLING COMPANY-WIDE INFORMATION TECHNOLOGY SYSTEMS. The Company
      is in the process of installing common operating and financial systems
      among its operating facilities, and placing all of its facilities on a
      common wide area network. These systems are described in more detail below
      under "Information Technology Systems and Year 2000 Strategy." Once they
      are fully installed, these systems are expected to provide timely,
      accurate and uniform information to the Company's management which will
      enable the Company to provide better service to its customers and operate
      more efficiently with a lower cost structure. Management had originally
      estimated that these systems would be fully implemented throughout the
      Company by the end of the second quarter of 2000. Because of the critical
      importance of these systems to the Company, management has accelerated the
      implementation timetable so that 72 of its 96 facilities are now on the
      new operating system. The operating system implementation will be
      substantially completed by the end of 1999, with the exception of the
      Company's export, Hawaii, Mexican and Canadian operations, and three
      locations in Florida. The Company further expects that substantially all
      of the Company's domestic operations will be on a common financial system
      by the end of the first quarter of 2000.

            CENTRALIZING APPROPRIATE ADMINISTRATIVE FUNCTIONS. The Company is
      working to realize cost savings by consolidating administrative functions
      such as purchasing, financing, insurance, risk management, employee
      benefits, marketing, accounts receivable and accounts payable. While the
      consolidation of financing and insurance has already been implemented, the
      consolidation of the other areas is in various stages of being
      implemented. During the second and third quarters of 1999, the Company
      consolidated the payroll for all companies under one common service
      provider and introduced a common 401(k) plan for all of its U.S.
      associates. The Company will establish a company-wide health insurance
      program for its U.S. associates effective January 1, 2000. The Company
      expects to centralize most administrative functions and reduce the
      duplicate costs at the companies during 2000.

            PURSUING SALES TO NATIONAL AND REGIONAL FLEETS. The Company believes
      there are significant opportunities to be a primary-source, preferred
      provider for replacement parts for national and regional fleet services.
      During the second and third quarters of 1999, the Company has
      substantially expanded its efforts to obtain national preferred provider
      contracts from national and regional fleet customers. The shift to line
      commonality throughout the TransCom companies and the common operating
      systems discussed above have been very important to these national and
      regional sales efforts. As a result of these recent sales efforts, the
      Company was recently selected to be the preferred provider for a national
      fleet. The Company, however, cannot estimate at this time the amount of
      new business that may be generated from this selection or from its other
      sales efforts.

            ACHIEVING GEOGRAPHIC AND COMPANY-WIDE OPERATING EFFICIENCIES. The
      Company believes that its geographic concentrations in California, Florida
      and the Mid-West will enable the Company to achieve


                                      -13-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.


operating efficiencies within these geographic areas. Other efficiencies will
benefit the entire Company. These efficiencies include:

      o     THE ABILITY TO CREATE NATIONAL MARKETING EFFORTS THROUGH JOINT
            PROGRAMS WITH ITS PRIME VENDORS. The shift to line commonality has
            made it possible to work more closely with national vendors to
            create specific sale programs for TransCom. The Company also is
            working to create more industry awareness of the "TransCom USA" name
            by replacing the Company's signs and revising the logos on its
            trucks and delivery vehicles.

      o     THE ABILITY TO CREATE PRIVATE LABEL BRANDED PRODUCTS THAT CAN BE
            SOLD THROUGHOUT THE TRANSCOM COMPANIES. The Company recognized the
            market demand from its customers for these high quality, private
            label products. In response, the Company recently introduced the
            "Millennium" brand of brake shoes and brake drums, and has started
            selling them throughout the Company.

      o     THE ABILITY TO DECREASE DUPLICATIVE INVENTORY AND DEVELOP
            DISTRIBUTION EFFICIENCIES WITHIN A REGION. The Company has started a
            program to improve the inventory ordering and stocking practices
            throughout the Company in an effort to reduce unnecessary inventory
            at the Company's facilities. The common operating systems described
            above are integral to these efforts. The Company also recently
            consolidated two of its Southern California facilities and two of
            its Florida facilities.

GENERAL

      On June 24, 1998, TransCom consummated its initial public offering ("IPO")
and the mergers (the "Mergers") of nine companies (the "Founding Partner
Companies"). After the IPO, TransCom acquired an additional nine companies (the
"Purchased Companies") in separate merger transactions in the third and fourth
quarters of 1998. TransCom, the Founding Partner Companies and the Purchased
Companies are hereinafter referred to as the Company. The Company had no
operations prior to the IPO.

      From October 1997 through March 1998, the Company sold an aggregate of
1,106,829 shares of Common Stock to management, directors and certain
consultants of the Company for $0.01 per share. As a result, the Company
recorded a non-recurring, non-cash compensation charge of $3.1 million and $4.9
million during 1997 and the first quarter of 1998, respectively, representing
the difference between the amount paid for the shares and the estimated fair
value of the shares on the date of the sale.

      The Mergers were accounted for using the purchase method of accounting.
Accordingly, the excess of the fair value of the Merger consideration paid over
the fair value of the net assets acquired by TransCom from the Founding Partner
Companies and Purchased Companies was recorded as "goodwill". The accompanying
consolidated balance sheets include preliminary allocations of the respective
purchase price paid for the companies acquired using the "purchase" method of
accounting and, accordingly, is subject to final adjustment. The goodwill will
be amortized over its estimated useful life of 40 years as a non-cash charge to
operating income, which is not deductible for tax purposes. Effective June 24,
1999, the Company completed the valuation of the acquired assets and liabilities
of its Founding Partner Companies. This final allocation resulted in an increase
in goodwill of $5.6 million and was based on additional valuation information as
to the assets and liabilities acquired.



                                      -14-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.

RESULTS OF OPERATIONS--COMBINED

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED SEPTEMBER 30,
                                                        -----------------------------------------------------------------
                                                          1999                 %                1998                  %
                                                        --------             -----             --------             -----
                                                                        (in thousands, except percentages)
<S>                                                     <C>                  <C>               <C>                  <C>
Revenues ......................................         $ 78,189             100.0             $ 58,423             100.0
Cost of sales .................................           54,438              69.6               41,189              70.5
                                                        --------             -----             --------             -----
    Gross profit ..............................           23,751              30.4               17,234              29.5
Selling, general and administrative ...........           20,899              26.7               13,674              23.4
                                                        --------             -----             --------             -----
    Income from operations ....................            2,852               3.7                3,560               6.1
Interest expense ..............................           (1,299)             (1.7)                (651)             (1.1)
Other income ..................................              274                .3                  297                .5
                                                        --------             -----             --------             -----
    Income before income taxes ................         $  1,827               2.3             $  3,206               5.5
                                                        ========             =====             ========             =====

</TABLE>

RESULTS FOR THE THREE MONTHS ENDED  SEPTEMBER  30, 1999  COMPARED TO THE THREE
MONTHS ENDED SEPTEMBER 30, 1998

      The 1998 results include the Founding Partner Companies and $0.3 million
of revenues of one Purchased Company for the quarter ended September 30, 1998.
The results for the third quarter of 1999, however, include the Founding Partner
Companies and the Purchased Companies. ACCORDINGLY, THE RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 ARE NOT COMPARABLE TO THE RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998.

      REVENUES. Revenues increased from $58.4 million for the three months ended
September 30, 1998 to $78.2 million for the three months ended September 30,
1999. Substantially all of this increase is the result of revenues from the
Purchased Companies.

      GROSS PROFIT. Gross profit increased from $17.2 million for the three
months ended September 30, 1998 compared to $23.8 million for the three months
ended September 30, 1999. As a percentage of revenues, gross profit increased
from 29.5% for the three months ended September 30, 1998 to 30.4% for the three
months ended September 30, 1999. The increase is primarily a result of improved
pricing from vendors resulting from increased line commonality and the impact of
the historically higher average gross margin percentage of the Purchased
Companies compared to the Company's other operations.

      SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses increased $7.2 million
from $13.7 million for the three months ended September 30, 1998 to $20.9
million for the three months ended September 30, 1999. The majority of this
increase relates to the SG&A expenses of the Purchased Companies. SG&A expenses
as a percentage of sales increased to 26.7% compared to 23.4% for the three
months ended September 30, 1998 primarily as a result of the cost of duplicate
back office costs, costs associated with the new systems and the impact of the
historically higher average SG&A percentage of the Purchased Companies compared
to the Company's other operations.

      INTEREST EXPENSE. Interest expense increased from $.7 million for the
three months ended September 30, 1998 to $1.3 million for the three months ended
September 30, 1999. The increase in interest expense is associated with the
increased debt incurred to acquire the Purchased Companies, debt incurred to
purchase and install the new operating and financial systems, and debt incurred
to provide general working capital.


                                      -15-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.

<TABLE>
<CAPTION>
                                                                           NINE MONTHS ENDED SEPTEMBER 30,
                                                          ----------------------------------------------------------------
                                                             1999                %                1998                 %
                                                          ---------            -----            ---------            -----
                                                                         (in thousands, except percentages)
<S>                                                       <C>                  <C>              <C>                  <C>
Revenues ........................................         $ 237,539            100.0            $  62,209            100.0
Cost of sales ...................................           164,683             69.3               43,853             70.5
                                                          ---------            -----            ---------            -----
    Gross profit ................................            72,856             30.7               18,356             29.5
Selling, general and administrative .............            61,238             25.8               19,551             31.4
                                                          ---------            -----            ---------            -----
    Income (loss) from operations ...............            11,618              4.9               (1,195)            (1.9)
Interest expense ................................            (3,921)            (1.6)                (680)            (1.1)
Other income ....................................               804               .3                  285               .5
                                                          ---------            -----            ---------            -----
    Income (loss) before income taxes ...........             8,501              3.6            $  (1,590)            (2.5)
                                                          =========            =====            =========            =====

</TABLE>

RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS
ENDED SEPTEMBER 30, 1998

      The Company was formed in October 1997 and had no operations prior to the
IPO in June 1998, other than non-cash compensation charges and other start-up
expenses. The 1998 results include the Founding Partner Companies from the date
of acquisition on June 24, 1998 to September 30, 1998. The 1999 results,
however, include the Founding Partner Companies and the Purchased Companies for
the full period presented in 1999. ACCORDINGLY, THE RESULTS OF OPERATIONS FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 1999 ARE NOT COMPARABLE IN ANY RESPECT TO
THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998.

      REVENUES. Revenues increased from $62.2 million during the nine months
ended September 30, 1998 to $237.5 million of revenues for the nine months ended
September 30, 1999. Substantially all of this increase is the result of revenues
from the Purchased Companies, and the Founding Partner Companies being included
for only three months in 1998.

      GROSS PROFIT. Gross profit increased from $18.4 million for the nine
months ended September 30, 1998 to $72.9 million for the nine months ended
September 30, 1999. As a percentage of revenues, gross profit increased from
29.5% for the nine months ended September 30, 1998 to 30.7% for the nine months
ended September 30, 1999. The increase in gross profit percentage is primarily a
result of improved pricing from vendors resulting from the shift to line
commonality and the impact of the historically higher average gross margin
percentage of the Purchased Companies compared to the Company's other
operations.

      SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses increased $41.6 million
from $19.6 million for the nine months ended September 30, 1998 to $61.2 million
for the nine months ended September 30, 1999. The majority of the increase
relates to the SG&A expenses of the Purchased Companies and the Founding Partner
Companies operations being included for only three months in 1998. SG&A expenses
as a percentage of sales declined from 31.4% for the nine months ended September
30, 1998 to 25.8% for the nine months ended September 30, 1999 primarily as a
result of the non-recurring, non-cash compensation charges of $4.9 million
recorded during the first quarter of 1998 related to common stock issued to the
Company's management and consultants to the Company.

      INTEREST EXPENSE. Interest expense increased from $.7 million for the nine
months ended September 30, 1998 to $3.9 million for the nine months ended
September 30, 1999. The 1999 increase is associated with the consideration paid
and debt assumed in connection with the acquisition of the Founding Partner
Companies and the Purchased Companies, and debt incurred to provide general
working capital.

      OTHER INCOME. Other income increased from $.3 million for the nine months
ended September 30, 1998 to $.8 million for the nine months ended September 30,
1999. Other income in 1999 includes $.2 million


                                      -16-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.


of interest income, $.2 million from gains on foreign currency translation and
transaction adjustments associated with the Company's operations in Mexico, and
$.4 million from other non-related transactions.

LIQUIDITY AND CAPITAL RESOURCES

      The Company provided $4.9 million in net cash from operating activities in
the nine months ended September 30, 1999. Net cash used for investing activities
was $4.7 million for the nine months ended September 30, 1999, primarily
relating to the purchase of vehicles, equipment, information technology systems
and acquisitions. Net cash provided from financing activities was $.8 million
for the nine months ended September 30, 1999. At September 30, 1999, the Company
had cash of $5.1 million, working capital of $75.0 million and total debt of
$77.3 million.

      The Company anticipates that over the near term, its cash flow from
operations will provide cash in excess of the Company's normal working capital
needs. Planned capital expenditures for equipment are expected to be funded from
cash flow from operations and supplemented as necessary by borrowings from the
Company's line of credit or other sources of financing.

      Effective September 30, 1999, the Company entered into an Amended and
Restated Credit Agreement with Bank One, NA (as successor to The First National
Bank of Chicago), as agent. The primary changes were to modify two of the
financial covenants, increase the interest rates payable by 75 to 150 basis
points, and provide that the collateral for the loan will be a pledge of the
Company's assets other than real estate and vehicles. The maximum borrowing
capacity of $75.0 million and the termination date of June 24, 2001 were not
changed. The Company is currently in compliance with the financial covenants in
its credit facility. At September 30, 1999, approximately $10.0 million was
available for borrowing under the most restrictive covenants under the credit
facility.

      The Company will require additional capital to fund any future
acquisitions. At this time, the Company does not plan to grow through
acquisitions in the near term unless the Company generates excess cash flow or
the market price of the Company's common stock rises to levels that will make
acquisitions, using the Company's common stock as consideration, accretive to
the Company's earnings. The Company also may pursue additional equity or debt
financing to fund future acquisitions, although there can be no assurances that
additional financing would be available on terms attractive to the Company.

INFORMATION TECHNOLOGY SYSTEMS AND YEAR 2000 STRATEGY

      IMPLEMENTATION OF NEW INFORMATION TECHNOLOGY SYSTEMS. Prior to their
acquisition, each of the TransCom companies had separate information technology
systems that used a variety of software and computer systems for operations and
accounting. TransCom is in the process of installing common information
technology systems among all of its companies to track and manage inventory and
provide financial reporting. The information systems being installed include the
following:

      o     An advanced management information system from Karmak, Inc. that has
            been specifically designed for the heavy duty parts industry. This
            operating system will be used to purchase, monitor and allocate
            inventory on a real-time basis throughout the Company's branch
            locations. At the end of October 1999, the Karmak system had been
            installed at 72 of the Company's 96 locations. The Karmak system
            implementation will be substantially completed by the end of 1999,
            with the exception of the Company's export, Hawaii, Mexican and
            Canadian operations, and three locations in Florida.

      o     A financial reporting system from ROSS Systems, Inc. which will
            centralize the financial reporting of all of the TransCom
            operations, and provide more timely and more detailed



                                      -17-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.


            financial information to management. The Company anticipates that
            the ROSS financial system will be substantially implemented
            throughout the Company's domestic operations by the end of the first
            quarter of 2000.

      o     An interface has been developed between the Karmak management
            information system and the ROSS financial system which greatly
            enhances the utility of both systems and provides an integrated
            system for management's use.

      o     A common wide area network that will connect all of the Company's
            branch locations.

      o     An Oracle data warehouse which will collect valuable sales/margin
            and customer information from all of the Company's operations.

      Management had originally estimated that the systems would be fully
implemented by the end of the second quarter of 2000. Because of the critical
importance of these systems to the Company, management accelerated the
implementation timetable so that 72 of its 96 facilities are on the Karmak
system. The Company anticipates that the Karmak system implementation will be
substantially completed by the end of 1999, with the exception of the Company's
export, Hawaii, Mexican and Canadian operations, and three locations in Florida.
The total expenditures for the new information systems are estimated at $4.0
million. Funding for these expenditures will come from operating cash flows and
borrowings under the Company's Credit Facility as necessary.

      EXPECTED BENEFITS OF NEW INFORMATION TECHNOLOGY SYSTEMS. Once implemented,
the new information technology systems are expected to provide the following
benefits to the Company:

      o     An integrated system which will automate the sales, purchasing,
            inventory management, accounts receivable and payable, and financial
            reporting processes of the Company.

      o     The capability for Electronic Data Interchange with vendors and
            customers that will further reduce costs for both the vendors and
            TransCom.

      o     Help the Company increase service capabilities to customers, manage
            inventory more efficiency and reduce administrative costs.

      o     Provide the Company with the necessary technology infrastructure to
            fully integrate its operations and position the Company for future
            growth.

      YEAR 2000 STRATEGY. Both the Karmak management information system and the
ROSS financial system have been certified by the vendors as being Year 2000
compliant. The Company has evaluated its existing operating and financial
systems for Year 2000 compliance and has found that most of its branch locations
needed to take some actions to be Year 2000 compliant. For a number of the
locations, the Company had to implement the new systems to make such locations
Year 2000 compliant. Accordingly, the implementation schedule for the new
systems has been partially based on the need to bring certain locations into
Year 2000 compliance. Currently, the systems at 85 of the Company's 96 locations
are Year 2000 compliant, and the remaining locations are scheduled to receive
Year 2000 updates shortly. The Company believes that all of its locations will
be Year 2000 compliant by the end of 1999.

      The Company has assessed the Year 2000 compliance of its non-information
technology systems, such as telephone systems, and the extent to which the
Company's suppliers are Year 2000 compliant. The


                                      -18-
<PAGE>
                       TRANSPORTATION COMPONENTS, INC.


Company does not believe that the Year 2000 compliance of its customers will
have any material effect on the Company.

      Since the Company is substantially replacing its information technology
systems, the Company does not believe that it can segregate the portion of its
overall $4.0 million technology systems budget that is directly attributable to
Year 2000 compliance measures. This assessment of costs, however, may change as
the Company continues its assessment of the Year 2000 issues facing the Company.

      The Company faces significant risks in implementing its company-wide
information systems as well as developing and implementing a Year 2000 strategy.
There can be no assurance that the Company will be able to coordinate and
integrate the information systems economically or that the Company will not
experience delays, disruptions and unanticipated expenses in doing so. There can
also be no assurances that the Company will successfully implement its Year 2000
plan. Any failure with respect to such implementation could have a material
adverse effect on the Company's business, financial condition and results of
operations.

      The Company has developed a contingency plan to address Year 2000 issues
with respect to the Company's internal information technology systems and those
of its customers, vendors and other third parties. The Company's contingency
plans will include the use of vendors and other third parties that are Year 2000
compliant and the use of alternative data processing systems or temporary manual
information systems as necessary.

FOREIGN CURRENCY FLUCTUATIONS

      A portion of the Company's consolidated revenues are billed and collected
in Mexican pesos and Canadian dollars. Additionally, substantially all of the
operating expenses related to foreign locations are incurred in a foreign
currency. Consequently, the Company's reported financial results are affected by
fluctuation of foreign currencies against the U.S. dollar. The Company
periodically performs foreign currency hedging to reduce its foreign currency
transaction exposures.

SEASONALITY

      Historically, business activity for the heavy duty parts industry and the
Company is slower in the second half of the year, with the fourth quarter being
the slowest part of the year. Weather extremes cause increased parts wear and
breakdowns of trucks and trailers; however, extreme weather, particularly during
winter months, could inhibit general business activity. These seasonal trends
may cause fluctuations in the Company's earnings. Additionally, quarterly
results may be materially affected by the timing of acquisitions, variations in
the margins of products sold and services performed during any particular
quarter, the timing and magnitude of acquisition assimilation projects and
regional economic conditions. Accordingly, the Company's operating results in
any particular quarter may not be indicative of the results that can be expected
for any other quarter or for the entire year.


                                      -19-
<PAGE>
                          PART II. OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

      The Company is not a party to any litigation that management considers to
be of a material nature.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            A.    EXHIBITS:

                  10.1        Amended and Restated Credit Agreement dated as of
                              September 30, 1999 with Bank One, NA (formerly
                              known as The First National Bank of Chicago), as
                              agent, and the Lenders party thereto.

                  27.1        Financial Data Schedule

            B.    REPORTS ON FORM 8-K:

                  None

                                      -20-
<PAGE>
                                  SIGNATURE


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, who has signed this report on behalf of
the Registrant and as the principal financial officer of the Registrant.



                                   TRANSPORTATION COMPONENTS, INC.


Date:  November 15, 1999           By: /s/ MAC MCCONNELL
                                           Mac McConnell, Senior Vice President
                                           and Chief Financial Officer


                                      -21-