8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2009

United Components, Inc.

(Exact name of registrant as specified in its chapter)

Delaware	333-107219	04-3759857
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14601 Highway 41 North
Evansville, Indiana 47725
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (812) 867-4156

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition*

     On August 17, 2009, United Components, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01. Exhibits*

(c) Exhibits.

Exhibit No.	Description
99.1	United Components, Inc.’s earnings release for the second quarter ended June 30, 2009.

* The information in these Items 2.02 and 9.01 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in these Items 2.02 and 9.01, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

SIGNATURES

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 hereunto duly authorized this 17^th day of August, 2009.

UNITED COMPONENTS, INC.
By:	/s/ Daniel J. Johnston
Name:	Daniel J. Johnston
Title:	Chief Financial Officer

EX-99.1

EXHIBIT 99.1

United Components Reports Results of Operations for
Second Quarter 2009

EVANSVILLE, IN August 17, 2009 - United Components, Inc. (“UCI”) today announced results for the quarter ended June 30, 2009. Revenue of $217.4 million decreased $11.8 million compared to the year-ago quarter. UCI recorded a 5.2% decrease in sales from the second quarter of 2008, with increases in the retail and traditional channels and declines in the OEM, original equipment service and heavy duty channels.

Net income attributable to UCI for the quarter was $7.5 million, compared to $4.0 million for the second quarter of 2008. Both periods included special items. The 2009 quarter included $1.4 million in special items, net of tax, consisting of costs related to the consolidation and integration of operations, reductions in force, establishment of new facilities in China, defending class action litigation and obtaining new business, partially offset by the gain on the sale of a building as part of the consolidation of operations. The 2008 quarter included $5.9 million in special charges, net of tax, consisting of a one-time warranty expense, costs of defending class action litigation, establishment of new facilities in China and the costs of obtaining new business. Excluding these charges, adjusted net income attributable to UCI would have been $8.9 million for the second quarter of 2009 and $9.9 million for the second quarter of 2008.

Earnings before interest, taxes, depreciation and amortization, or EBITDA, for UCI’s continuing operations, as adjusted consistent with the company’s historical presentations, was $31.5 million for the second quarter, compared with $34.1 million for the year-ago quarter. The calculation of adjusted EBITDA is set forth in Schedule A.

“The continuing weakness in the economy resulted in another quarter of slow sales in the OEM, OES and heavy duty channels, which was balanced by the beginning of an improvement in the retail and traditional channels,” said Bruce Zorich, Chief Executive Officer of UCI. “And the key leading indicator, miles driven, has finally had a small uptick in the last couple of months, which should begin to reverse the trend of decreased part replacement and routine maintenance as we move forward.”

“Operationally, while EBITDA was down year over year, the aggressive cost cutting initiatives we have undertaken since late last year enabled us to post sequential EBITDA growth over this year’s first quarter,” continued Zorich. “We believe that we are very well positioned to take advantage of the opportunities that will present themselves as the economy recovers.”

As of June 30, the company’s debt stood at $424.3 million. The company ended the quarter with $90.6 million in cash.

Conference Call

The company will host a conference call to discuss its results and performance on Tuesday, August 18, at 11:00 a.m. Eastern Time. Interested parties are invited to listen to the call by telephone. Domestic callers can dial (800) 637-1381. International callers can dial (502) 498-8424.

A replay of the call will be available from August 18, 2009, for a 90-day period, at www.ucinc.com. Click on the UCI 2009 2nd Quarter Results button.

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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 investors that these uncertainties and factors, including those discussed in Item 1A of UCI’s 2008 Annual Report on Form 10-K and in its other SEC filings, could cause UCI’s actual results to differ materially from those stated in the forward-looking statements. 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.

For More Information, Contact:

Dan Johnston, Chief Financial Officer (812) 867-4726

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United Components, Inc.

Condensed Consolidated Income Statements (unaudited)
(in thousands)

	Three Months ended June 30,						Six Months ended June 30,
	2009			2008			2009			2008
Net sales	$	217,422		$	229,269		$	437,284		$	458,559
Cost of sales		169,150			182,579			348,748			360,809
Gross profit		48,272			46,690			88,536			97,750
Operating (expense) income
Selling and warehousing		(14,086	)		(16,026	)		(28,384	)		(31,531	)
General and administrative		(11,567	)		(12,811	)		(23,463	)		(25,339	)
Amortization of acquired intangible assets		(1,481	)		(1,664	)		(2,961	)		(3,257	)
Restructuring gains (costs), net		598			(125	)		393			(488	)
Operating income		21,736			16,064			34,121			37,135
Other expense
Interest expense, net		(7,793	)		(8,414	)		(15,792	)		(17,556	)
Management fee expense		(500	)		(500	)		(1,000	)		(1,000	)
Miscellaneous, net		(1,669	)		(982	)		(3,154	)		(1,509	)
Income before income taxes		11,774			6,168			14,175			17,070
Income tax expense		(4,361	)		(2,432	)		(5,496	)		(6,608	)
Net income		7,413			3,736			8,679			10,462
Less: loss attributable to noncontrolling interest		(75	)		(291	)		(379	)		(320	)
Net income attributable to United Components, Inc.	$	7,488		$	4,027		$	9,058		$	10,782

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United Components, Inc.

Condensed Consolidated Balance Sheets
(in thousands)

	June 30,		December 31,
	2009		2008
	(unaudited)		(audited)
Assets
Current assets
Cash and cash equivalents	$	90,645	$	46,612
Accounts receivable, net		249,528		261,624
Inventories, net		137,473		159,444
Deferred tax assets		25,723		24,245
Other current assets		19,471		19,452
Total current assets		522,840		511,377
Property, plant and equipment, net		159,753		167,906
Goodwill		241,461		241,461
Other intangible assets, net		70,312		74,606
Deferred financing costs, net		2,164		2,649
Restricted cash		9,400		—
Other long-term assets		6,604		1,823
Total assets	$	1,012,534	$	999,822
Liabilities and equity
Current liabilities
Accounts payable	$	105,257	$	104,416
Short-term borrowings		5,792		25,199
Current maturities of long-term debt		318		422
Accrued expenses and other current liabilities		97,147		85,730
Total current liabilities		208,514		215,767
Long-term debt, less current maturities		418,218		418,025
Pension and other postretirement liabilities		76,340		79,832
Deferred tax liabilities		6,444		3,560
Due to parent		20,135		17,535
Other long-term liabilities		8,284		2,540
Total liabilities		737,935		737,259
Equity		274,599		262,563
Total liabilities and equity	$	1,012,534	$	999,822

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United Components, Inc.

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

	Six Months ended June 30,
	2009			2008
Net cash provided by operating activities	$	78,059		$	30,046
Cash flows from investing activities
Capital expenditures		(7,530	)		(17,274	)
Proceeds from sale of property, plant and equipment		2,436			261
Increase in restricted cash		(9,400	)		—
Net cash used in investing activities		(14,494	)		(17,013	)
Cash flows from financing activities
Issuances of debt		6,543			1,249
Debt repayments		(26,177	)		(20,718	)
Net cash used in financing activities		(19,634	)		(19,469	)
Effect of currency exchange rate changes on cash		102			186
Net increase (decrease) in cash and cash equivalents		44,033			(6,250	)
Cash and cash equivalents at beginning of year		46,612			41,440
Cash and cash equivalents at end of period	$	90,645		$	35,190

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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 on Schedule A, reflects the calculation of EBITDA as used in the amended and restated credit agreement for UCI’s senior credit facilities. The adjusted EBITDA required by the credit agreement is used to measure compliance with covenants of that agreement such as interest coverage.

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

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Schedule A

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

	2009								2008
						June							June
	Q1		Q2			YTD			Q1		Q2		YTD
Net income attributable to United Components, Inc.	$	1.6	$	7.5		$	9.1		$	6.8	$	4.0	$	10.8
Interest, net of minority interest		8.0		7.8			15.8			9.1		8.4		17.5
Income tax expense, net of minority interest		1.2		4.3			5.5			4.2		2.4		6.6
Depreciation, net of minority interest		7.1		7.1			14.2			6.7		6.8		13.5
Amortization		2.1		2.2			4.3			2.2		2.3		4.5
EBITDA		20.0		28.9			48.9			29.0		23.9		52.9
Special items:
Restructuring (gains) costs, net		0.2		(0.6	)		(0.4	)		0.4		0.1		0.5
Reduction in force severance		1.0		1.2			2.2			—		—		—
Establishment of new facilities in China		0.4		0.1			0.5			1.4		1.3		2.7
Cost to defend antitrust litigation		0.5		0.3			0.8			—		1.5		1.5
One-time warranty expense		—		—			—			—		5.8		5.8
New business changeover and sales commitment costs		2.4		1.1			3.5			1.1		0.8		1.9
Non-cash charges (stock options)		0.2		—			0.2			0.2		0.2		0.4
Management fee		0.5		0.5			1.0			0.5		0.5		1.0
Adjusted EBITDA	$	25.2	$	31.5		$	56.7		$	32.6	$	34.1	$	66.7

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