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United Components Reports Results of Operations for Third Quarter 2005

EVANSVILLE, Ind.--Nov. 9, 2005--United Components, Inc. ("UCI") today announced results for the quarter ended September 30, 2005. Revenue of $257.4 million was flat with the year-ago quarter, with increases in the retail, original equipment service and heavy-duty channels, and declines in the original equipment manufacturer and traditional channels. Net income for the quarter was $6.0 million, compared to $10.3 million for the third quarter of 2004.

Earnings before interest, taxes, depreciation and amortization, or EBITDA, as adjusted pursuant to the company's credit agreement for its senior credit facilities, was $30.3 million for the third quarter, compared with $36.5 million for the year-ago quarter.

"We achieved solid revenue performance this quarter, given a challenging market due to increasing gas prices and weather-related disruptions in the southeast," said Bruce Zorich, Chief Executive Officer of UCI. "Our overall performance was again impacted by higher operating costs, particularly in raw materials and freight. We were able, however, to offset a significant amount of these costs with ongoing benefits from our long-term cost reduction initiatives."

UCI ended the quarter with $7.9 million in cash. As of September 30, the company's debt stood at $443 million, down from $581 million in June 2003 when the acquisition occurred.

Conference Call

The company will host a conference call to discuss its results and performance on Thursday, November 10, at 11:00 a.m. Eastern Time (ET). Interested parties are invited to listen to the call by telephone. Domestic callers can dial (800) 936-4602. International callers can dial (507) 726-3418.

A replay of the call will be available from November 11, 2005, for a ninety day period, at www.ucinc.com/investors. Click on the link for the United Components, Inc. Third Quarter 2005 Financial Results Conference Call.

About United Components, Inc.

United Components, Inc. is among North America's largest and most diversified companies servicing the vehicle replacement parts market. We supply a broad range of products to the automotive, trucking, marine, mining, construction, agricultural and industrial vehicle markets. Our customer base includes leading aftermarket companies, as well as a diverse group of original equipment manufacturers.

Forward Looking Statements

All statements, other than statements of historical facts, included in this press release and the attached report that address activities, events or developments that UCI expects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements give UCI's current expectations and projections relating to the financial condition, results of operations, plans, objectives, future performance and business of UCI and its subsidiaries. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They are subject to uncertainties and factors relating to UCI's operations and business environment, all of which are difficult to predict and many of which are beyond UCI's control. UCI cautions that investors should not place undue reliance on any of these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, UCI undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

                        United Components, Inc.

           Condensed Consolidated Balance Sheets (unaudited)
                            (in thousands)
                                            September 30, December 31,
                                                 2005         2004
                                            ------------- ------------
Assets
------

Current assets
   Cash and cash equivalents                      $7,889      $11,291
   Accounts receivable, net                      270,516      238,581
   Inventories, net                              186,481      188,212
   Deferred tax assets                            20,483       18,578
   Other current assets                           20,562       12,188
                                            ------------- ------------
       Total current assets                      505,931      468,850

Property, plant and equipment, net               205,252      216,849
Goodwill                                         166,559      166,559
Other intangible assets, net                      99,313       94,229
Deferred financing costs, net                      6,500        7,686
Pension and other assets                          12,933       12,772
                                            ------------- ------------

       Total assets                             $996,488     $966,945
                                            ============= ============

Liabilities and shareholder's equity
------------------------------------

Current liabilities
   Accounts payable                             $110,815      $91,505
   Short-term borrowings                             805        1,267
   Current maturities of long-term debt               39          228
   Accrued expenses and other current
    liabilities                                   82,198       67,808
                                            ------------- ------------
       Total current liabilities                 193,857      160,808

Long-term debt, less current maturities          442,132      456,674
Pension and other postretirement liabilities      47,637       53,141
Deferred tax liabilities                          12,894        6,430
Other liabilities                                  2,019        1,972
                                            ------------- ------------
       Total liabilities                         698,539      679,025
                                            ------------- ------------

Shareholder's equity                             297,949      287,920
                                            ------------- ------------

       Total liabilities and shareholder's
        equity                                  $996,488     $966,945
                                            ============= ============



                        United Components, Inc.

         Condensed Consolidated Income Statements (unaudited)
                            (in thousands)

                               Three Months ended  Nine Months ended
                                  September 30,       September 30,
                               ------------------- -------------------
                                 2005      2004      2005      2004
                               --------- --------- --------- ---------

Net sales                      $257,397  $257,566  $772,188  $788,329
Cost of sales                   205,880   202,834   621,293   618,254
                               --------- --------- --------- ---------
     Gross profit                51,517    54,732   150,895   170,075

Operating expenses
 Selling and warehousing         18,534    17,436    55,392    55,823
 General and administrative      10,755    10,201    35,516    34,400
 Amortization of intangible
  assets                          1,708     1,566     4,772     5,268
 Losses on abandonment of an
  operation (1)                     577        --     2,759        --
                               --------- --------- --------- ---------

     Operating income            19,943    25,529    52,456    74,584

Other income (expense)
 Interest expense, net           (9,223)   (8,099)  (26,845)  (26,687)
 Management fee expense            (500)     (500)   (1,500)   (1,500)
 Miscellaneous, net                (180)      168      (323)      294
                               --------- --------- --------- ---------

Income before income taxes       10,040    17,098    23,788    46,691
Income tax expense                4,044     6,818    10,689    18,659
                               --------- --------- --------- ---------

    Net income                   $5,996   $10,280   $13,099   $28,032
                               ========= ========= ========= =========

(1) Write-down of assets related to the abandonment of a foreign
    subsidiary.


 
                        United Components, Inc.

      Condensed Consolidated Statements of Cash Flows (unaudited)
                            (in thousands)

                                                     Nine Months ended
                                                       September 30,
                                                     -----------------
                                                       2005     2004
                                                     -------- --------

Net cash provided by operating activities            $38,257  $55,600
                                                     -------- --------

Cash flows from investing activities:
  Final Acquisition purchase price payment                --   (8,000)
  Capital expenditures                               (26,389) (28,636)
  Proceeds from sale of property, plant and equipment    161      399
                                                     -------- --------

      Net cash used in investing activities          (26,228) (36,237)
                                                     -------- --------

Cash flows from financing activities:
  Issuances of debt                                   33,000      467
  Debt repayments                                    (48,667) (40,591)
  Shareholder's equity contribution                      536    1,735
                                                     -------- --------
      Net cash used in financing activities          (15,131) (38,389)
                                                     -------- --------

Effect of exchange rate changes on cash                 (300)      56
                                                     -------- --------

Net decrease in cash and cash equivalents             (3,402) (18,970)

Cash and cash equivalents at beginning of year        11,291   46,130
                                                     -------- --------

Cash and cash equivalents at end of period            $7,889  $27,160
                                                     ======== ========

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are presented because they are believed to be frequently used by parties interested in United Components, Inc. ("UCI"). Management believes that EBITDA and Adjusted EBITDA provide useful information to investors because they facilitate an investor's comparison of UCI's operating results to that of companies with different capital structures and with cost basis in assets that have not been revalued and written-up in an allocation of a recent acquisition's purchase price.

The calculation of Adjusted EBITDA, presented below, reflects the calculation of EBITDA as used in the credit agreement for UCI's senior credit facilities. This Adjusted EBITDA is used to measure compliance with covenants of that agreement such as interest coverage. (The amounts presented below are for all of UCI. The actual amounts used to measure compliance to the credit agreement covenants may differ in that under certain circumstances the results of certain foreign subsidiaries are excluded.)

EBITDA and Adjusted EBITDA are not measures of financial performance under United States generally accepted accounting principles ("US GAAP") and should not be considered as alternatives to net income, operating income or any other performance measures derived in accordance with US GAAP or as an alternative to cash flow from operating activities as a measure of liquidity.


                              Schedule A

      Reconciliation of Net Income to EBITDA and Adjusted EBITDA
                         (dollars in millions)

                               2005                     2004
                      ----------------------- ------------------------
                                        Nine                     Nine
                                       months                   months
                                       ended                    ended
                                        Sept                     Sept
                        Q1    Q2    Q3   30,    Q1    Q2    Q3    30,
                      ----- ----- ----- ----- ----- ----- ----- ------
Net income             $2.7  $4.4  $6.0 $13.1  $7.5 $10.2 $10.3  $28.0

Interest expense, net   8.8   8.8   9.2  26.8   9.6   9.0   8.1   26.7

Income tax expense      1.8   4.8   4.1  10.7   5.1   6.8   6.8   18.7

Depreciation            8.3   8.2   7.9  24.4   9.0   8.7   8.9   26.6

Amortization of
 intangibles            1.5   1.6   1.7   4.8   1.9   1.8   1.6    5.3
                      ----- ----- ----- ----- ----- ----- ----- ------
             EBITDA    23.1  27.8  28.9  79.8  33.1  36.5  35.7  105.3

One-time or unusual
 items:

  -- Sale of inventory
   that was written-up
   to market from
   historical cost per
   US GAAP acquisition
   rules                 --    --    --    --   0.5    --    --    0.5

  -- Facilities
   consolidations and
   severance costs      0.8   1.4         2.2    --    --    --     --

  -- Losses on
   abandonment of an
   operation             --   2.2   0.6   2.8    --    --    --     --

Non-cash charges
 (primarily pension)    0.2   0.1   0.3   0.6    --   0.7   0.3    1.0

Management fee          0.5   0.5   0.5   1.5   0.5   0.5   0.5    1.5
                      ----- ----- ----- ----- ----- ----- ----- ------

     Adjusted EBITDA  $24.6 $32.0 $30.3 $86.9 $34.1 $37.7 $36.5 $108.3
                      ===== ===== ===== ===== ===== ===== ===== ======


                              Schedule B

  Reconciliation of Net Income to EBITDA and Adjusted EBITDA for 2004
                         (dollars in millions)

                                                  2004
                                   -----------------------------------
                                                                Full
                                     Q1     Q2     Q3     Q4    Year
                                   ------ ------ ------ ------ -------

Net income                          $7.5  $10.2  $10.3   $2.8   $30.8

Interest expense, net                9.6    9.0    8.1    9.3    36.0

Income tax expense                   5.1    6.8    6.8    2.4    21.1

Depreciation                         9.0    8.7    8.9    8.7    35.3

Amortization of intangibles          1.9    1.8    1.6    1.6     6.9
                                   ------ ------ ------ ------ -------

                            EBITDA  33.1   36.5   35.7   24.8   130.1

One-time or unusual items:

 -- Sale of inventory that was
     written-up to market from
     historical cost per US GAAP
     acquisition rules               0.5     --     --     --     0.5

 -- Slow moving / obsolete
     inventory reserve                --     --     --    2.8     2.8

 -- Product line relocations,
     facilities upgrades and
     consolidations, patent
     disputes, other                  --     --     --    1.7     1.7

Non-cash charges (primarily
 pension)                             --    0.7    0.3    0.4     1.4

Management fee                       0.5    0.5    0.5    0.5     2.0
                                   ------ ------ ------ ------ -------

                   Adjusted EBITDA $34.1  $37.7  $36.5  $30.2  $138.5
                                   ====== ====== ====== ====== =======