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): May 3, 2006

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 May 3, 2006, United Components, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2006. 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 first quarter ended March 31, 2006.

* 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 3^rd day of May, 2006.

UNITED COMPONENTS, INC.
By:	/s/ Charles T. Dickson
Name:	Charles T. Dickson
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

United Components Reports Results of Operations for
First Quarter 2006

EVANSVILLE, IN May 3, 2006 - United Components, Inc. (“UCI”) today announced results for the quarter ended March 31, 2006. Revenue increased to $263.7 million, 7.4% over the year-ago quarter, with increases in the retail, heavy duty and original equipment sales channels and declines in the traditional and original equipment service channels. Net income for the quarter was $4.8 million, up from $2.7 million for the first quarter of 2005.

Earnings before interest, taxes, depreciation and amortization, or EBITDA, as adjusted pursuant to the company’s credit agreement for its senior credit facilities, was $29.5 million for the first quarter, an increase of 19.9% over EBITDA of $24.6 million for the year-ago quarter.

“We are extremely pleased with our strong start to 2006,” said Bruce Zorich, Chief Executive Officer of UCI. “We saw some very tangible results this quarter from the investment we’ve made throughout 2005, and continue to make, in revenue and profitability initiatives.”

“Our new business development efforts were reflected in our first quarter revenue improvement, particularly in the retail channel,” continued Zorich. “And our operational improvements helped to offset the continuing increases in raw material and energy costs.”

UCI continues to work toward completing its previously announced acquisition of ASC Industries, Inc. The regulatory clearance necessary for the transaction has been obtained, and the company currently anticipates completing the acquisition by the end of May 2006. UCI plans to fund the acquisition through an amendment to its existing senior credit facilities, including additional borrowings of approximately $115 million.

UCI generated $18.9 million of cash in the quarter, ending the quarter with $45.1 million in cash. As of March 31, 2006, 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, May 4, at 11:00 a.m. Eastern Daylight Time. Interested parties are invited to listen to the call by telephone. Domestic callers can dial (800) 637-1381. International callers can dial (641) 297-7667.

1

A replay of the call will be available from May 5, 2006, for a ninety-day period, at www.ucinc.com. Click on the UCINC 2006 1^st Quarter Results button.

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 2005 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:

Charlie Dickson, Chief Financial Officer (812) 867-4726
Dave Barron (812) 867-4727

(continued on next page)

2

United Components, Inc.

Condensed Consolidated Balance Sheets (unaudited)
(in thousands)

	March 31,		December 31,
	2006		2005
Assets
Current assets
Cash and cash equivalents	$	45,074	$	26,182
Accounts receivable, net		265,533		259,619
Inventories, net		184,476		183,186
Deferred tax assets		27,383		26,295
Other current assets		18,212		22,123
Total current assets		540,678		517,405
Property, plant and equipment, net		192,024		194,600
Goodwill		166,559		166,559
Other intangible assets, net		86,234		87,197
Deferred financing costs, net		5,854		6,177
Pension and other assets		13,002		12,904
Total assets	$	1,004,351	$	984,842
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	118,724	$	109,912
Short-term borrowings		319		261
Current maturities of long-term debt		1		12
Accrued expenses and other current liabilities		101,721		96,064
Total current liabilities		220,765		206,249
Long-term debt, less current maturities		442,432		442,274
Pension and other postretirement liabilities		51,081		49,623
Deferred tax liabilities		2,382		4,380
Other long-term liabilities		1,306		1,970
Total liabilities		717,966		704,496
Shareholder’s equity		286,385		280,346
Total liabilities and shareholder’s equity	$	1,004,351	$	984,842

3

United Components, Inc.

Condensed Consolidated Income Statements (unaudited)
(in thousands)

	Three Months ended March 31,
	2006			2005
Net sales	$	263,665		$	245,506
Cost of sales		209,515			199,420
Gross profit		54,150			46,086
Operating expenses
Selling and warehousing		18,923			18,263
General and administrative		14,537			12,419
Amortization of acquired intangible assets		1,383			1,532
Costs of closing facilities and consolidating operations		1,393			—
Operating income		17,914			13,872
Other income (expense)
Interest expense, net		(9,375	)		(8,772	)
Management fee expense		(500	)		(500	)
Miscellaneous, net		(77	)		(52	)
Income before income taxes		7,962			4,548
Income tax expense		3,209			1,819
Net income	$	4,753		$	2,729

4

United Components, Inc.

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

	Three Months ended March 31,
	2006			2005
Net cash provided by operating activities	$	24,784		$	25,111
Cash flows from investing activities:
Capital expenditures		(6,479	)		(9,687	)
Proceeds from sale of property, plant and equipment		175			112
Net cash used in investing activities		(6,304	)		(9,575	)
Cash flows from financing activities:
Issuances of debt		58			39
Debt repayments		(11	)		(583	)
Shareholder’s equity contribution		340			600
Net cash provided by financing activities		387			56
Effect of exchange rate changes on cash		25			(127	)
Net increase in cash and cash equivalents		18,892			15,465
Cash and cash equivalents at beginning of year		26,182			11,291
Cash and cash equivalents at end of period	$	45,074		$	26,756

5

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)

	2006		2005
	Q1		Q1
Net income	$	4.8	$	2.7
Interest expense, net		9.4		8.8
Income tax expense		3.2		1.8
Depreciation		7.6		8.3
Amortization of intangibles		1.9		1.5
EBITDA		26.9		23.1
One-time or unusual items:
¾ Closing facilities and consolidating operations		1.4		—
¾ Product line relocations and employee severance		0.3		0.8
Non-cash charges (primarily stock options in 2006 and pension in 2005)		0.4		0.2
Management fee		0.5		0.5
ADJUSTED EBITDA	$	29.5	$	24.6

6

Schedule B

Reconciliation of Net Income to EBITDA and Adjusted EBITDA for 2005
(dollars in millions)

	2005
										Full
	Q1		Q2		Q3		Q4			Year
Net income (loss)	$	2.7	$	4.4	$	6.0	$	(17.6	)	$	(4.5	)
Interest expense, net		8.8		8.8		9.2		9.7			36.5
Income tax expense (benefit)		1.8		4.8		4.1		(8.2	)		2.5
Depreciation		8.3		8.2		7.9		7.9			32.3
Amortization of intangibles		1.5		1.6		1.7		1.9			6.7
EBITDA		23.1		27.8		28.9		(6.3	)		73.5
One-time or unusual items:
— Product line relocations, facilities upgrades and consolidations, severance, other		0.8		1.4		—		0.4			2.6
— Asset impairments and other costs		—		2.2		0.6		18.7			21.5
— Warranty reserves		—		—		—		14.0			14.0
Non-cash charges (primarily pension)		0.2		0.1		0.3		0.7			1.3
Management fee		0.5		0.5		0.5		0.5			2.0
ADJUSTED EBITDA	$	24.6	$	32.0	$	30.3	$	28.0		$	114.9

7