10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

(Mark one)

R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

£ 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: 333-107219

United Components, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	04-3759857
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. 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

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No R

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No R

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 R No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer £	Accelerated filer £	Non-accelerated filer R	Smaller reporting company £
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No R

The Registrant had 1,000 shares outstanding of its $0.01 par value common stock as of March 19, 2010, none of which were held by non-affiliates.

Documents Incorporated by Reference: None

TABLE OF CONTENTS

		Page
	Part I
Item 1.	Business	3
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	21
Item 3.	Legal Proceedings	22
Item 4.	Reserved	24
	Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 8.	Financial Statements and Supplementary Data	46
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	97
Item 9A(T).	Controls and Procedures	97
Item 9B.	Other Information	98
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	99
Item 11.	Executive Compensation	101
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	112
Item 13.	Certain Relationships and Related Transactions, and Director Independence	114
Item 14.	Principal Accounting Fees and Services	115
	Part IV
Item 15.	Exhibits, Financial Statement Schedules	116
Signatures		121

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PART I

ITEM 1. BUSINESS

Overview

United Components, Inc. (“UCI”, the “Company”, or “we”) was incorporated on April 16, 2003 and on June 20, 2003, we purchased all of the issued and outstanding common stock and other equity interests of certain companies from UIS, Inc. and UIS Industries, Inc. (together “UIS”). For more information regarding the purchase of our operations, see “The Acquisition and Ownership” section, which immediately follows this overview.

Prior to June 20, 2003, our operations comprised the vehicle parts businesses of UIS. Beginning with the purchase of Airtex Products in 1958, UIS continued making acquisitions in the automotive industry over the following four decades, including Wells Manufacturing Corporation, Champion Laboratories, Inc., Neapco, Inc., Flexible Lamps Ltd. and Pioneer, Inc.  In 2006 we acquired ASC Industries, Inc. (“ASC”) and sold Neapco, Inc., Pioneer, Inc. and Flexible Lamps Ltd.

We are a leading supplier to the vehicle replacement parts market, or the aftermarket, with either the leading or second market position in each of our product lines. We supply a broad range of filtration, fuel, cooling and engine management products to the automotive, trucking, industrial, construction, agricultural, marine and mining vehicle markets. Approximately 88% of our 2009 net sales were made to a diverse aftermarket customer base that includes some of the largest and fastest growing companies servicing the aftermarket.

We have one of the most comprehensive product lines in the aftermarket, offering approximately 47,000 part numbers. We believe that the breadth of our offerings in each of our product lines, combined with our extensive global manufacturing, sourcing and distribution capabilities, product innovations, diverse customer base and reputation for quality and service, including industry leading order fill rates, makes us a leader in our industry.

We design, develop, manufacture and distribute an extensive range of vehicle replacement parts across our four product lines:

• Filtration Products: oil, air, fuel, hydraulic, transmission, cabin air and industrial filters and PCV valves.

• Fuel Products: fuel pump assemblies, electric fuel pumps, mechanical fuel pumps and fuel pump strainers.

• Cooling Products: water pumps, fan clutches and other products.

• Engine Management Products: caps and rotors, emission controls, sensors, ignition controls, coils and switches.

We believe that the majority of our sales tend to track the overall growth of the aftermarket. Sales in the North American vehicle aftermarket (excluding tires) grew at a compounded average annual growth rate of approximately 3.5% from 1998 through 2009.  However, aftermarket sales grew by only 0.1% in 2008 and are estimated to have declined by approximately 1.2% in 2009 due to the challenging economic environment.

A key metric in measuring aftermarket performance is miles driven. For 2008, the U.S. Department of Energy reported a decrease in miles driven of 3.2% (equaling 96 billion fewer miles) which represented the first annual decrease in miles driven since 1980. We believe that high gasoline prices and generally weak economic conditions adversely affected our sales during the second half of 2008 and 2009. During 2009, retail gasoline prices were significantly lower than the historic highs experienced at the beginning of the third quarter of 2008. Despite the lower retail gasoline prices, the negative trend in miles driven continued in the first quarter of 2009 (a 2.7% decrease over the comparable quarter in 2008) due to the ongoing weak economic conditions. The negative trend reversed in the last three quarters of 2009 as miles driven exceeded the comparable 2008 quarters.  For the full year of 2009, miles driven increased 0.1% from 2008.  Despite the decrease in miles driven in 2008 and the small decline in the North American vehicle aftermarket in 2009, we believe that the aftermarket will continue to grow in the long-term as a result of increases in the average age of vehicles, average number of miles driven per year by passenger cars, number of vehicles registered in the United States and number of licensed drivers, as well as the increasing complexity of vehicles.  Because we primarily supply the aftermarket, our sales do not correlate strongly with annual vehicle production.

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Due to our acquisition of ASC, investments made in the last three years to establish filtration and fuel pump manufacturing facilities in China and our footprint in Mexico, we have significant expertise in global manufacturing and sourcing.  We believe that our low-cost China manufacturing and sourcing capability, along with our Mexican operations, positions us to realize meaningful cost savings over the next few years.

Through our emphasis on category management, high order fill rates, customer service, product quality and competitive pricing, we have developed long-standing relationships with our customers, including leading aftermarket companies and wholesale buying groups such as Advance Stores Company, Inc. (Advance Auto Parts), AutoZone, Inc. (AutoZone), Aftermarket Auto Parts Alliance (Alliance), AIM/CMB Marketing, Automotive Distribution Network (Network), Auto Parts Associates, Inc. (APA), Auto Parts Professionals, CARQUEST Corporation (CARQUEST), Genuine Parts Company (NAPA and UAP), Independent Warehouse Distributors (IWD), National Pronto Association (Pronto), O’Reilly Automotive, Inc. (O’Reilly Auto Parts),  TruStar, Valvoline Company, a division of Ashland Inc. (Valvoline) and VIPAR, as well as a diverse group of original equipment manufacturers, or OEMs, such as Chrysler Group LLC (Chrysler), Ford Motor Company, Inc. (Ford), General Motors Corporation (GM), Harley-Davidson, Inc. (Harley-Davidson), Mercury Marine Division of Brunswick Corporation (Mercury Marine), Perkins/Caterpillar and Volkswagen of America, Inc. (Volkswagen).

The Acquisition and Ownership

On June 20, 2003, we purchased the vehicle parts businesses of UIS, consisting of all of the issued and outstanding common stock or other equity interests of Champion Laboratories, Inc., Wells Manufacturing Corporation, Neapco, Inc., Pioneer, Inc., Wells Manufacturing Canada Limited, UIS Industries Ltd. (which was the owner of 100% of the capital stock of Flexible Lamps, Ltd. and Airtex Products Ltd.), Airtex Products S.A., Airtex Products, Inc., (currently Airtex Mfg., Inc.), Talleres Mecanicos Montserrat S.A. de C.V., Brummer Seal de Mexico, S.A. de C.V., Brummer Mexicana en Puebla, S.A. de C.V., Automotive Accessory Co. Ltd and Airtex Products, LLC, predecessors to the entities that now own the assets of the Airtex business. We refer to this transaction as the “Acquisition.”

The purchase price paid was $808 million, plus transaction fees. The Acquisition was financed through a combination of debt and $260 million in cash contributed to us as equity by our parent, UCI Acquisition Holdings, Inc. through contributions from Carlyle Partners III, L.P. and CP III Coinvestment, L.P. We are an indirect wholly-owned subsidiary of UCI Holdco, Inc. (“UCI Holdco”). We and UCI Holdco are corporations formed at the direction of The Carlyle Group, which we refer to as Carlyle. UCI Holdco has $324.1 million of Floating Rate Senior PIK Notes (the “Holdco Notes”) outstanding. While UCI has no direct obligation under the Holdco Notes, UCI is the sole source of cash generation for UCI Holdco. The Holdco Notes do not appear on our balance sheet and the related interest expense on the Holdco Notes and other general and administrative expenses of UCI Holdco are not included in our income statement.

Our Industry

According to the 2010 AAIA Digital Aftermarket Factbook (the “Factbook”), the North American light vehicle aftermarket (excluding tires) is large and fragmented, with an estimated $210 billion of aggregate sales in 2008. Light vehicles are defined as those typically weighing less than 14,000 pounds.  The vehicle replacement parts industry contains numerous suppliers and is characterized by one or two key competitors in each product line. We believe that customers within the aftermarket are increasingly focused on consolidating their supplier base, and therefore place a premium on suppliers with customized service and consistent and timely availability and delivery of products. Our industry is also characterized by relatively high barriers to entry, which include the need for significant start-up capital expenditures, initial part number breadth within a product line, proven product quality, distribution infrastructure and long-standing customer relationships.

The vehicle parts industry is comprised of five main sales channels: the retail sales channel, the traditional sales channel, the heavy-duty sales channel, the original equipment service, or OES, sales channel and the OEM sales channel. The retail, traditional, heavy-duty and OES sales channels together comprise the aftermarket, which has significantly different characteristics than the OEM sales channel. While product sales to OEMs are one-time sales for the production of new vehicles and are therefore tied to fluctuations in annual vehicle production volumes, product sales in the aftermarket are repeat sales of replacement parts for the entire base of vehicles on the road and are less susceptible to changes in production volumes for new cars.

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Within the five main sales channels, the North American light vehicle aftermarket is primarily organized around two groups of end-users: the do-it-yourself (“DIY”) group and the do-it-for-me (“DIFM”) group. The DIY group, which is supplied primarily through the retail channel (e.g., Advance Auto Parts, AutoZone and O’Reilly Auto Parts), represented approximately 20% of industry-wide aftermarket sales in 2008, and consists of consumers who prefer to do various repairs on their vehicles themselves. The DIFM group is supplied primarily through the traditional channel (e.g., Alliance, CARQUEST, NAPA and Network) and the OES channel, which represented approximately 80% of industry-wide aftermarket sales in 2008, and consists of car dealers, repair shops, service stations and independent installers who perform the work for the consumer.

According to the Factbook, the North American vehicle aftermarket (excluding tires) has grown at a compounded annual average growth rate of 3.5% from 1998-2009.  In 2008, however, aftermarket sales grew by only 0.1% and 2009 aftermarket sales are estimated to have declined by 1.2% due to the challenging economic environment.  The overall growth in aftermarket sales has been primarily driven by:

Increase in miles driven. The demand for the majority of aftermarket products is tied to the regular replacement cycle or the natural wearing cycle of a vehicle part and, in turn, is heavily influenced by actual miles a vehicle is driven. Since 1970, miles driven has decreased only four times, 1974 (-1.4%); 1979 (-1.2%); 1980 (-.05%) and 2008 (-3.6%). Although miles driven decreased in 2008, the total miles driven in 2008 is 9.5% higher than miles driven ten years prior. We expect that miles driven per vehicle will recover over time and begin to increase and, as a result, the need for automotive component replacement parts will also increase.

Growing base of vehicles. From 1998 to 2009, the number of registered passenger cars and light trucks increased by approximately 22.6%. With more than 240 million light vehicles currently on the road, we expect there will be an increasing need for replacement parts and general maintenance.

Aging vehicle population. From 1998 to 2008, the median age of passenger cars in use grew from 8.3 years to 9.4 years, due to a growing population of vehicles eleven or more years of age. The significant increase in the median age for passenger cars is expected to drive growth for aftermarket services due to the large number of vehicles entering the prime age for aftermarket maintenance (seven to 12 years old).

Our Strategy

Our strategic objective is to achieve profitable growth and maximize return on invested capital by:

Leveraging Unique Value-Added Services to Our Customers.  We have invested significant resources to develop differentiated services for our customers, particularly in the areas of category management, fill rates and broad product coverage.  As category management becomes a key supplier deliverable for long-term success in the aftermarket, our unique category management capabilities serve as a key differentiator and enhances our overall customer relationships.  With our experienced professionals using specialized software and proprietary processes and tools, we are able to analyze many industry, competitive and customer specific inputs to develop and recommend specific targeted actions to our customers.  These targeted actions are designed to help customers, among other things, improve their return on investment, develop category growth plans, execute customer retention tactics and effectively maximize pricing opportunities.  Internally, our category management capabilities allow us to make timely make-versus-buy decisions, manage our inventory investment more effectively and maintain world class order fill rates, all while maintaining broad product coverage with over 47,000 part numbers.  The strength of our category management capabilities is evidenced by our status as Category Captain in one or more of our product lines at the majority of our retail and large traditional channel customers.  We have also been successful at providing this broad product offering with leading fill rates, allowing our customers to reduce inventory levels.  We will continue to utilize these unique, value-added services as a key differentiator against our competition.

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Continuing to Grow Market Share in Core Markets. We will continue to focus on increasing our market share and driving growth in each of our product lines by strengthening our existing customer relationships, expanding our sales efforts and offering the same level of value–added services to new customers in our core markets. As a result of these efforts we have expanded our product lines resulting in higher end consumer sales with existing customers including Advance, AutoZone, Alliance and CARQUEST.  In addition to expanding revenue with existing customers, we have also recently won business with Alliance and NAPA at our Airtex business due to our demonstrated capabilities of adding value to our customers.  We also continue to expand our share of the engine management business in the traditional channel and have strengthened our position in the heavy duty channel.

Growing and Expanding Share in International and Adjacent Markets.  Unlike many competitors, we have an established global manufacturing, distribution and customer footprint.  We have initiatives underway to leverage this footprint by making strategic investments in international product offerings and using internationally recognized brands (such as Luber-finer and Airtex) to expand existing customers’ market share and attract new customers.  We also have initiatives to take advantage of new sales opportunities in identified adjacent markets where our low-cost country qualification, procurement and distribution capabilities can be leveraged into similar products to the ones we currently provide.

Improving Global Sourcing and Manufacturing. We continually seek to lower our overall product costs by improving our sourcing and manufacturing processes. Through our acquisition of ASC, we obtained proven global sourcing capabilities and a China manufacturing platform.  We have since made substantial investments to establish filtration and fuel pump manufacturing capabilities in China.  With significant available capacity in our Chinese facilities, we have near-term plans to place additional product manufacturing in China to take further advantage of our low-cost country manufacturing and sourcing resources.

Implementing Cost Reduction Initiatives. We have developed a culture that drives daily cost reduction and continuous improvement.  As part of this lean cost culture, we have pursued and will continue to pursue opportunities to optimize our resources and reduce manufacturing costs through various initiatives. As an example of this culture, we have consolidated several of our distribution and manufacturing facilities since 2003 in order to maximize capacity utilization. Additionally, we have implemented inventory management systems at our filtration products and fuel products facilities in order to reduce inventory while increasing our order fill rates. This lean cost culture has resulted in increased sales per employee and industry leading margins.  We believe significant cost savings still exist to further improve our profitability, including identified further sourcing and manufacturing alignment initiatives.

Our Products

We have an extensive line of product offerings including over 47,000 part numbers, which fall into four primary categories: filtration products, fuel products, cooling products and engine management products.  The majority of these products, including fuel pumps, water pumps and engine management products, are non-discretionary parts that must be replaced for vehicles to operate.  In addition, filtration products are tied to regular maintenance intervals, providing a recurring sales stream. Set forth below is a description of our products and their respective percentages of 2009 net sales:

Products	Percent of 2009 Net Sales	Description
Filtration Products	39.2%	Oil, air, fuel, hydraulic, transmission, cabin air and industrial filters and PCV valves
Fuel Products	25.1%	Fuel pump assemblies, electric fuel pumps, mechanical fuel pumps and fuel pump strainers
Engine Management Products	18.4%	Caps, rotors, emission controls, sensors, ignition controls, coils and switches
Cooling Products	17.3%	Water pumps, fan clutches and other products

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Filtration Products

We are a leading designer and manufacturer of a broad range of filtration products for the automotive, trucking, construction, mining, agriculture and marine industries, as well as other industrial markets. We distribute to both the aftermarket and OEMs. Our primary aftermarket competitors include Honeywell Consumer Products Group (FRAM), Bosch/Mann+Hummel (Purolator) and The Affinia Group (Wix). Our primary heavy duty competitors include Cummins (Fleetguard), Donaldson and Clarcor (Baldwin).

We are one of the leading global manufacturers of private label filters. Our filtration products consist of approximately 4,950 part numbers and include oil filters, air filters, fuel filters, transmission filters, cabin air filters, PCV valves, hydraulic filters, fuel dispensing filters and fuel/water separators. Set forth below is a description of our filtration products:

• Oil Filters: Designed to filter engine oil and withstand operating pressures of 40 to 60 PSI at 250° F to 300° F;

• Air Filters: Designed to filter the air that enters the engine combustion chamber;

• Fuel Filters: Designed to filter the fuel immediately prior to its injection into the engine; and

• Other Filters: Includes cabin air filters, transmission filters, hydraulic filters, PCV valves and industrial filters.

Fuel Products

We are a leading designer and manufacturer of a broad range of fuel delivery systems. Our fuel delivery systems are distributed to both the aftermarket and OEMs under the Airtex and Master Parts brand names and private labels. Our primary fuel pump competitors are Federal-Mogul (Carter), AC Delco, Delphi, and Bosch. Set forth below is a description of our fuel system products:

• Fuel Pumps: Serve the essential role of moving fuel from the fuel tank into the engine, with approximately 950 fuel pumps for carbureted and fuel-injected applications; and

• Fuel Pump Assemblies: Provide for easier, and therefore faster, installation and allow the technician to charge a similar fee for a repair that is less time-intensive than replacing an individual fuel pump. We manufacture all three types of in-tank assemblies: hangers, senders and modules with approximately 700 in-tank fuel pump assemblies.

Engine Management Products

We design and manufacture a broad line of engine management components distributed to both the aftermarket and OEMs under the Wells and Airtex Engine Management brand names. We believe that we have one of the industry’s most comprehensive lines of highly engineered engine management system components for use in a broad range of vehicle platforms. Additionally, our engine management components offerings allow us to distribute specialty or “hard-to-find” products to the aftermarket and OEM channels.

Engine management components include distributor caps and rotors, ignition coils, electronic controls, sensors, emissions components, solenoids, switches, voltage regulators and wire sets. These products are primarily used to regulate the ignition, emissions and fuel management functions of the engine and determine vehicle performance. Replacement rates for these products are higher for vehicles that have reached the primary repair age range of seven to 12 years old. Our products in this category consist of approximately 38,300 part numbers. Primary competitors for engine management products include Standard Motor Products and AC Delco.

Cooling Products

We are a leading designer and manufacturer of a broad range of cooling systems. Our cooling systems products are distributed to both the aftermarket and OEMs under the Airtex, ASC and Master Parts brand names and private labels. The acquisition of ASC has significantly enhanced our water pump business. Currently, our primary water pump competitors are GMB North America, Inc. and Gates Corporation.  Set forth below is a description of our cooling systems products:

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• Water Pumps: Serve the essential role of dissipating excess heat from the engine with approximately 1,600 distinct types of water pumps; and

• Other: Includes industrial components and other products with a selection of approximately 500 other part numbers.

Our Sales Channels and Customers

Our sales are diversified between the aftermarket sales channels (retail, traditional, heavy-duty and OES) and the OEM sales channel, which enables us to capture demand throughout the life cycle of the vehicle. In the early part of a vehicle’s life, the OES channel services a significant percentage of aftermarket vehicle maintenance and repair volume as the vehicle is under the original OEM warranty period. However, as vehicles age and their warranties expire, consumers increasingly rely on the retail or traditional aftermarket channels for vehicle maintenance.

The Aftermarket

Approximately 88% of our 2009 net sales were to the aftermarket, which is subdivided into four primary channels: retail, traditional, heavy-duty and OES.

The retail channel represented approximately 47% of our 2009 net sales. The retail channel is our largest channel and has historically provided us with a steadily increasing revenue stream. As retailers become increasingly focused on consolidating their supplier base, we believe that our broad product offering, product quality and customer service make us increasingly valuable to these customers. One of our longest standing customers is AutoZone, which we have been supplying since the opening of its first store in 1979. We believe that we are one of the few suppliers in the industry that can provide AutoZone with the levels of quality, customer service and product breadth that AutoZone requires, which is substantiated by our receipt of multiple awards from AutoZone since 1994, including the “Extra Miler” Award 2007 and 2008, Vendor of the Year Award 2008, and “Whatever it Takes to do the Job Right” Award 2008. Other awards we have received in the retail channel include O’Reilly Auto Parts “Changeover Award” in 2009 for work with O’Reilly Auto Parts’ acquisition of CSK, O’Reilly Auto Parts Vendor of the Year 2007 and Advance Auto Parts Vendor of the Year 2005.

The traditional channel is comprised of established warehouses and installers and represented approximately 25% of our 2009 net sales. The traditional channel is important to us because it is the primary source of products for professional mechanics, or the DIFM market. We have many long-standing relationships with leading customers in the traditional channel, such as CARQUEST and NAPA, for whom we have supplied products for over 20 years. We believe that our strong position in this channel allows us to capitalize on the growth of the traditional channel within the aftermarket. We believe that professional mechanics place a premium on the quality of a product and unlike the retail channel, end users in this channel require manufacturers to provide a high level of individual customer service, including field support and product breadth and depth. Awards from customers in the traditional channel include: CARQUEST Vendor of the Year Award 2005, 2006 and 2007; NAPA Excellence in Shipping Performance 2005; Automotive Distribution Network Preferred Vendor Award 2005; Aftermarket Auto Parts Alliance “Gold Level Supplier for Outstanding Shipping Performance 2007,” and Aftermarket Auto Parts Alliance “Outstanding Private Label Vendor 2006.”

The traditional channel also includes installers such as quick lubes, tire dealers and full service gas stations. Almost all of our sales to installers consist of filtration products, which are supplied to the national and regional service chains through distributors such as Valvoline and Firestone. Installers require “Just-In-Time” availability, ability to meet competitive price points and product breadth and depth.

We believe the large and highly fragmented heavy-duty aftermarket channel, which accounted for approximately 8% of our 2009 net sales, provides us with one of our best opportunities for growth. We believe heavy-duty truck owners tend to be less price-sensitive and more diligent about maintenance of their vehicles than vehicle owners in other markets, as idle vehicles typically represent lost revenue potential for heavy-duty truck owners. As a result, we believe that heavy-duty trucks are more likely to have consistent routine maintenance performed with high quality parts. We believe we have developed a well-recognized brand presence in this channel through our Luber-finer brand of filtration products.

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The OES channel is comprised of a diverse mix of dealership service bays in the automotive, truck, motorcycle and watercraft vehicle markets, and represented approximately 8% of our 2009 net sales. A substantial majority of our OES 2009 net sales were derived from sales of filtration products and cooling systems. Our position in this channel allows us to capitalize on vehicle maintenance in the early years of a vehicle’s life, when the vehicle is under warranty and the consumer typically returns to the dealer for routine maintenance. Our most significant OES channel customers include service parts operations associated with companies such as GM, Ford and Chrysler.

Original Equipment Manufacturers

Although the OEM channel comprised only approximately 7% of our 2009 net sales, it is an important sales channel to us because OEM affiliations have a direct impact on our aftermarket credibility. We believe aftermarket customers show a preference for products that were utilized in original equipment. We sell products to a diverse mix of OEMs, enabling us to capitalize on a number of different opportunities and market shifts. Our OEM products are sold to end users within each of the following categories:

• Automotive: Chrysler, Ford, GM, Remy and Volkswagen

• Recreational Equipment: Onan and Polaris

• Heavy-duty Truck: Caterpillar, Freightliner, GM, Parker Hannifin and Perkins

• Agriculture: John Deere and Kubota

• Marine: Mercury Marine and Sierra Supply

• Lawn and Garden: Briggs and Stratton, John Deere and Kohler

• Motorcycle: Harley-Davidson and Kawasaki

Customers

We distribute our products primarily in North America and Europe to customers across several sales channels, including the retail, traditional, installer and OES aftermarket channels and OEMs of automotive, trucking, agricultural, marine, mining and construction equipment. We have maintained long-standing relationships with our customers and have been servicing many for well over a decade. Our top five customers in 2009 included AutoZone, Advance Auto Parts, O’Reilly Auto Parts, CARQUEST and General Motors. Sales to AutoZone were approximately 30% of our total net sales in 2009 and 29% of our total net sales in 2008. Our customers include:

• Retail: Advance Auto Parts, AutoZone and O’Reilly Auto Parts

• Traditional: Alliance, CARQUEST, NAPA, Network and Uni-Select

• Installer: Firestone, Service Champ and Valvoline

• OES: Ford, GM Service Parts Organization and Saturn

• OEM: Ford, Chrysler, GM and Remy

• Heavy Duty: Caterpillar, Freightliner, Mr. Lube, Parker Hannifin and Perkins

Sales and Marketing

We market our products to a wide range of customers across a variety of global sales channels. To effectively address the requirements of our customers and end users, our sales people are primarily organized by product category and secondarily by sales channel. During 2006, we combined the individual in-house sales forces for each product category in the traditional channel into one UCI sales force and also established a new export sales force. We are increasing our focus on international markets and believe there are opportunities for growth in selected areas. For financial information concerning geographic distribution of our 2007, 2008 and 2009 net sales, see Note 18 to our audited consolidated financial statements included in this Form 10-K.

We use both a direct sales force and independent manufacturers’ representatives to market and sell our products. The number of sales personnel varies within each sales group. Each sales group is uniquely qualified to sell its particular products and to focus on the requirements of its particular market. We believe that the market positions we hold with respect to certain of our products are, in part, related to the specialization of our sales groups.

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Operations

Our operational strategy is to pursue operational excellence at all of our facilities. This strategy encompasses a lean philosophy which focuses on continuous improvement in inventory management, customer delivery, plant utilization and cost structure. The foundation for this strategy is based in the principles of lean manufacturing, which targets the elimination of waste from every business process.

We have made substantial progress in the implementation of lean manufacturing and have received the related benefits. We plan to continue our emphasis on lean manufacturing by expanding its use at all of our facilities. As a result of this lean cost culture, we have consolidated several of our distribution and manufacturing facilities since 2003 which allowed us to reduce our cost structure, maximize capacity utilization and generate industry leading margins.

We expanded our global manufacturing and sourcing capabilities through the ASC acquisition, which added two manufacturing facilities and an engineering and procurement office in China.  We have since made substantial investments to establish filtration and fuel pump manufacturing capabilities in China.  With significant available capacity in our Chinese facilities, we have near-term plans to place additional product manufacturing in China to take further advantage of our low-cost country manufacturing and sourcing resources.

In addition, we will continue to examine each of our logistics and distribution systems with an objective of developing an integrated system that fully meets customer requirements, eliminates redundancies, lowers costs and minimizes inventories and cycle times.

Suppliers and Raw Materials

We purchase various components and raw materials for use in our manufacturing processes as well as purchasing finished parts for resale. In 2009, we sourced purchases from approximately 1,200 suppliers. Our raw materials include steel and other commodities, such as aluminum, iron, plastic and other petrochemical products, packaging material and media.  During periods of peak demand such as 2008, we have experienced significant price increases and/or surcharges. More recently, the demand for many of the commodities used in our business has lessened and we have experienced lower prices on many of our commodities.  While we have been, and expect to continue to be able to obtain sufficient quantities of these raw materials to satisfy our needs, in the future we may be required to pay higher prices and/or have difficulty procuring these raw materials.

To manage our supply spending, we have established a centralized purchasing organization, including a group of dedicated buyers at each of locations.  This organization consists of 56 employees, including 18 individuals in China.  While specific raw material and product expertise resides largely at our operating locations, we coordinate overall procurement activities through our centralized purchasing organization, which enables us to leverage the collective buying power of the Company.  The centralized purchasing organization also establishes the strategy and policy for contracts and commodity risk management in areas such as steel, aluminum, plastics, petrochemical products, packaging and media.

Trademarks and Patents

We rely on a combination of patents, trademarks, copyright and trade secret protection, employee and third-party non-disclosure agreements, license arrangements and domain name registrations to protect our intellectual property. We sell many of our products under a number of registered trademarks, which we believe are widely recognized in the sales channels we serve. No single patent, trademark or trade name is material to our business as a whole.

Employees

As of December 31, 2009, we had approximately 4,350 employees, with union affiliations and collective bargaining agreements at two of our businesses, representing approximately 9% of our workforce. Management considers our labor relations to be good and our labor rates competitive. Since 1984, we have had one minor three-day work stoppage at a Fairfield, Illinois plant which took place in August 2004 and did not result in any material change in capacity or operations at the plant or the business as a whole.

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Environmental and Health and Safety Matters

We are subject to a variety of federal, state, local and foreign environmental laws and regulations, including those governing the discharge of pollutants into the air or water, the management and disposal of hazardous substances or wastes and the cleanup of contaminated sites. Some of our operations require environmental permits and controls to prevent and reduce air and water pollution, and these permits are subject to modification, renewal and revocation by issuing authorities. We are also subject to the U.S. Occupational Health and Safety Act and similar state and foreign laws. We believe that we are in substantial compliance with all applicable material laws and regulations in the United States. Historically, our costs of achieving and maintaining compliance with environmental and health and safety requirements have not been material to our operations.

We have been identified as a potentially responsible party for contamination at three formerly operated sites. One of these sites is a former facility in Edison, New Jersey, (the “New Jersey Site”) where a state agency has ordered us to continue with the monitoring and investigation of chlorinated solvent contamination. The New Jersey Site has been the subject of litigation to determine whether a neighboring facility was responsible for contamination discovered at the New Jersey Site. A judgment has been rendered in that litigation to the effect that the neighboring facility is not responsible for the contamination. UCI is analyzing what further investigation and remediation, if any, may be required at the New Jersey Site. The second site is a previously owned site in Solano County, California. At the request of the regional water board, we are investigating and analyzing the nature and extent of the contamination and are conducting some remediation. In addition to the two matters discussed above, UCI has been named as a potentially responsible party at a site in Calvert City, Kentucky.  Based on currently available information, management believes that the cost of the ultimate outcome of these environmental matters will not exceed the amounts accrued at December 31, 2009 by a material amount, if at all.

ITEM 1A. RISK FACTORS

We wish to caution the reader that the following important risk factors, and those risk factors described elsewhere in this report or our other Securities and Exchange Commission filings, could cause our actual results to differ materially from those stated in forward-looking statements contained in this document and elsewhere.

The Company may be adversely affected by the current economic environment.

As a result of the credit market crisis, dramatic increases in energy costs and other challenges currently affecting economic conditions in the United States and other parts of the world, customers may delay or cancel plans to purchase our products. In addition, some of our customers are likely to experience serious cash flow problems and, as a result, may find it difficult to obtain financing, if financing is available at all. If our customers are not successful in generating sufficient revenue or securing alternate financing arrangements, they may be unable to pay, or may delay payment of, the amounts that they owe us. Any inability of current or potential customers to pay us for our products may adversely affect our cash flow, the timing of our revenue recognition and the amount of revenue.

Further, some of our vendors are likely to experience serious cash flow problems and, as a result, may find it difficult to obtain financing, if financing is available at all. If our vendors are not successful in generating sufficient revenue or securing alternate financing arrangements, they may no longer be able to supply goods and services to us. In that event, we would need to find alternate sources of these goods and services, and there is no assurance that we would be able to find such alternate sources on favorable terms, if at all. Any such disruption in our supply chain could adversely affect our ability to manufacture and deliver our products on a timely basis, and thereby adversely affect our results of operations.

If economic conditions in the United States and other key markets deteriorate further or do not show improvement, we believe that we may experience material adverse impacts to our business and operating results.

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Our relationship with AutoZone creates risks associated with a concentrated net sales source.

We generate a large percentage of our sales from our business with AutoZone, but we cannot assure you that AutoZone will continue to purchase from us. Sales to AutoZone accounted for approximately 30% of our total net sales in fiscal 2009 and 29% of our total net sales in 2008, respectively. Several of our competitors are likely to pursue business opportunities with this customer and threaten our current position. If we fail to maintain this relationship, our net sales will be significantly diminished. Even if we maintain our relationship, our net sales concentration as a result of this relationship increases the potential impact to our business that could result from any changes in the economic terms of this relationship. Any change in the terms of our sales to this customer could have a material impact on our financial position and results of operations.

If the North American light vehicle aftermarket adopts more expansive return policies or practices such as extended payment terms, our cash flow and results of operations could be harmed.

We are subject to returns from customers, some of which may manage their excess inventory through returns. In line with industry practices, arrangements with customers typically include provisions that permit them to return specified levels of their purchases. Returns have historically represented approximately 3% to 5% of our sales. If returns from our customers significantly increase, our profitability may be adversely affected. In addition, some customers in the North American light vehicle aftermarket are pursuing ways to shift their costs of working capital, including extending payment terms. To the extent customers extend payment terms, our cash flow may be adversely affected.

As a supplier to the automotive industry, we face certain risks due to the nature of the automotive business.

As a supplier of automotive products, our sales and our profitability could be negatively impacted by changes in the operations, products, business models, parts-sourcing requirements, financial condition, market share or consumer financing and rebate programs of our automotive customers. In addition, demand for our automotive products is linked to consumer demand for automobiles, which has been, and may continue to be, adversely impacted by the continuing uncertain economic environment.

The current economic environment and adverse credit market conditions may significantly affect our ability to meet liquidity needs and access to capital.

The capital and credit markets have been experiencing extreme volatility and disruption for more than 12 months and as a result, the markets have exerted downward pressure on the availability of liquidity and credit capacity for many issuers. While currently these conditions have not materially impaired our ability to operate our business, there can be no assurance that there will not be a further deterioration in financial markets and confidence in major economies, which could increase the cost of financing.

We need liquidity to pay our operating expenses, interest on our debt and capital expenditures. Without sufficient liquidity, we will be forced to curtail our operations, and our business will suffer. Our primary sources of liquidity are cash on hand, cash flow from operations and factoring of customer trade accounts receivable. Subject to certain limitations, UCI’s credit agreement for its senior credit facility permits sales of and liens on receivables, which are being sold pursuant to factoring arrangements. At December 31, 2009, we had factoring relationships with eight banks. The terms of these relationships are such that the banks are not obligated to factor any amount of receivables. Because of the current challenging capital markets, it is possible that these banks may not have the capacity or willingness to fund these factoring arrangements at the levels they have in the past, or at all.

Our lean manufacturing and other cost saving plans may not be effective.

Since our formation, our strategy has included goals such as improvement of inventory management and customer delivery and plant and distribution facility consolidation. While we have and will continue to implement these strategies, there can be no assurance that we will be able to do so successfully or that we will realize the projected benefits of these and other cost saving plans. If we are unable to realize these anticipated cost reductions, our financial health may be adversely affected. Moreover, our continued implementation of cost saving plans and facilities integration may disrupt our operations and performance.

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It may be difficult for us to recruit and retain the types of highly-skilled employees we need to remain competitive.

Our continued success will also depend on our ability to recruit, retain and motivate highly skilled sales, marketing and engineering personnel. Competition for persons in our industry is intense, and we may not be able to successfully recruit, train or retain qualified personnel. If we fail to retain and recruit the necessary personnel, our business and our ability to obtain new customers and retain existing customers, develop new products and provide acceptable levels of customer service could suffer. We have entered into employment agreements with certain of our key personnel. However, we cannot assure you that these individuals will stay with us. If any of these persons were to leave our company, it could be difficult to replace him or her, and our business could be harmed.

We may be subject to work stoppages at our facilities, or our customers may be subjected to work stoppages, either of which could negatively impact the profitability of our business.

As of December 31, 2009, we had approximately 4,350 employees, with union affiliations and collective bargaining agreements at two of our businesses, representing approximately 9% of our workforce. Other than a three-day work stoppage at our Fairfield, Illinois plant in August 2004, we have not had a labor stoppage since 1984. Although we believe that our relations with our employees are currently good, if our unionized workers were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations, which could interfere with our ability to deliver products on a timely basis and could have other negative effects, such as decreased productivity and increased labor costs. In addition, many of our direct and indirect customers have unionized work forces. Strikes, work stoppages or slowdowns experienced by these customers or their other suppliers could result in slowdowns or closings of assembly plants that use our products. Organizations responsible for shipping our products may also be impacted by occasional strikes. Any interruption in the delivery of our products could reduce demand for our products and could have a material adverse effect on us.

We are subject to increasing pricing pressure from import activity, particularly from Asia.

Price competition from automotive aftermarket manufacturers, particularly based in Asia and other locations with lower production costs, have historically played a role and may play an increasing role in the aftermarket channels in which we compete. Pricing pressures have historically been more prevalent with respect to our filter products than our other products. While aftermarket manufacturers in these locations have historically competed primarily in markets for less technologically advanced products and manufactured a limited number of products, they are expanding their manufacturing capabilities to move toward producing a broad range of lower cost, higher quality products and provide an expanded product offering. Partially in response to these pressures, we opened two new factories in China in 2008. In the future, competitors in Asia may be able to effectively compete in our premium markets and produce a wider range of products, which may force us to move additional manufacturing capacity offshore and/or lower our prices, reducing our margins and/or decreasing our net sales.

Increased crude oil and energy prices and overall economic conditions could reduce global demand for and use of automobiles, which could have an adverse effect on our profitability.

Material increases in the price of crude oil have, historically, been a contributing factor to the periodic reduction in the global demand for and use of automobiles. A significant increase in the price of crude oil could reduce global demand for and use of automobiles and shift customer demand away from larger cars and light trucks (including SUVs), which we believe have more frequent replacement intervals for our products, which could have an adverse effect on our profitability. For example, historic highs in crude oil prices and corresponding historic highs in gasoline prices at the pump in 2008 impacted consumers’ driving habits. In addition, particularly in the latter part of 2008 and 2009, consumers’ driving habits were impacted by deteriorating economic conditions. U.S. Department of Energy statistics indicate that miles driven in the United States for the year 2008 were 3.2% lower than for 2007. Miles driven in 2009 increased only slightly from 2008.  If total miles driven were to continue to decrease and consumers extend the mileage interval for routine maintenance, we could experience a decline in demand for our products due to a reduction in the need for replacement parts. Further, as higher gasoline prices and economic conditions result in a reduction in discretionary spending for auto repair by the end users of our products, our results of operations could be impacted.

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Environmental regulations may impose significant environmental compliance costs and liabilities on us.

We are subject to many environmental laws and regulations. Compliance with these laws and regulations is costly. We have incurred and expect to continue to incur significant costs to maintain or achieve compliance with applicable environmental laws and regulations. Moreover, if these environmental laws and regulations become more stringent in the future, we could incur additional costs. Our failure to comply with applicable environmental laws and regulations and permit requirements could result in civil or criminal fines, penalties or enforcement actions, third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, including the installation of pollution control equipment or remedial actions.

Some environmental laws and regulations impose liability for contamination on present and former owners, operators or users of facilities and sites without regard to causation or knowledge of contamination. We have been identified as a potentially responsible party for contamination at two sites, for which management believes it has made adequate reserves. See “Business — Environmental and Health and Safety Matters.” In addition, we occasionally evaluate various alternatives with respect to our facilities, including possible dispositions or closings. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closings of facilities may trigger remediation requirements that are not applicable to operating facilities. We may also face lawsuits brought by third parties that either allege property damage or personal injury as a result of, or seek reimbursement for costs associated with, such contamination.

We could face potential product liability claims relating to products we manufacture or distribute.

We face a business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in injury or other adverse effects. We currently maintain product liability insurance coverage, but we cannot assure you that we will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage against potential claims. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for long periods of time, regardless of the ultimate outcome. An unsuccessful product liability defense could have a material adverse effect on our business, financial condition, results of operations or prospects. In addition, our business depends on the strong brand reputation we have developed. In the event that our reputation is damaged, we may face difficulty in maintaining our pricing positions with respect to some of our products or have reduced demand for our products, which could negatively impact our net sales and profitability.

We are subject to class action lawsuits alleging conspiracy violations of Section 1 of the Sherman Act, 15 U.S.C. § 1 and state law, related to aftermarket oil, air, fuel and transmission filters and lawsuits alleging violations of the Canadian Competition Act. If the plaintiffs in these lawsuits against us are successful, our financial condition, results of operations and liquidity, as well as our reputation may be materially and adversely affected.

United Components, Inc.’s wholly owned subsidiary, Champion Laboratories, Inc. (“Champion”), has been named as one of multiple defendants in two consolidated amended complaints alleging conspiracy violations of Section 1 of the Sherman Act, 15 U.S.C. § 1 and state law, related to aftermarket oil, air, fuel and transmission filters. The complaints are styled as putative class actions. One asserts claims on behalf of a putative class of direct filter purchasers and the other asserts claims on behalf of a putative class of indirect filter purchases. Both complaints seek damages, including statutory treble damages, an injunction against future violations, costs and attorney’s fees. Champion and United Components have both been named in a similar lawsuit filed by the Gasoline and Automotive Service Dealers of America (“GASDA”) trade association. The GASDA complaint seeks an injunction, costs and attorney’s fees. Champion, but not United Components, was also named as one of five defendants in a putative class action filed in Quebec, Canada. This action alleges conspiracy violations of the Canadian Competition Act and violations of the obligation to act in good faith (contrary to art. 6 of the Civil Code of Quebec) related to the sale of aftermarket filters. The plaintiff seeks compensatory damages against the five defendants in the amount of $5 million and $1 million in punitive damages. Champion, but not United Components, was also named as one of 14 defendants in a putative class action filed in Ontario, Canada. This action alleges civil conspiracy, intentional interference with economic interests, and conspiracy violations under the Canadian Competition Act related to the sale of aftermarket filters. The plaintiff seeks $150 million in general damage against the 14 defendants and $15 million in punitive damages. The Office of the Attorney General for the State of Florida is also investigating the allegations raised in these suits. We are fully cooperating with the Florida Attorney General investigation.

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The Antitrust Division of the Department of Justice (DOJ) investigated the allegations raised in these suits and certain current and former employees of the defendants, including Champion, testified pursuant to subpoenas.  On January 21, 2010, DOJ sent a letter to counsel for Champion stating that “the Antitrust Division’s investigation into possible collusion in the replacement auto filters industry is now officially closed.”

We intend to vigorously defend against these claims. However, the outcome of these class actions, like other litigation proceedings, is uncertain. Also, litigation and other steps taken to defend these lawsuits can be costly, and we may incur substantial costs and expenses in doing so. Multidistrict litigation is particularly complex and can extend for a protracted time, which can substantially increase the cost of such litigation. The defense of these lawsuits is also expected to divert the efforts and attention of some of our key management and personnel from the normal business operations of our company. As a result, our defense of this litigation, regardless of its eventual outcome, will likely be costly and time consuming. If the plaintiffs in these lawsuits against us are successful, it may result in substantial monetary damages, which could have a material adverse effect on our business, financial condition, results of operations, and liquidity as well as our reputation.

Increases in our raw materials and component costs or the loss of a number of our suppliers could adversely affect our financial health.

We depend on third parties for the raw materials and components used in our manufacturing processes. We generally purchase our materials on the open market. However, in certain situations we have found it advantageous to enter into long-term contracts for certain commodities purchases. During much of 2008, the cost of commodities, including steel, aluminum, iron, plastic and other petrochemical products, packaging materials and media, increased significantly compared to 2007. Energy costs also increased significantly during this period. These higher costs affected the prices we paid for raw materials and for purchased component parts and finished products. The prices of these commodities have fluctuated significantly in recent years and such volatility in the prices of these commodities could increase the costs of manufacturing our products and providing our services. We may not be able to pass on these costs to our customers and this could have a material adverse effect on our financial condition, results of operations or cash flows. While we currently maintain alternative sources for steel and other raw materials, our business is subject to the risk of additional price fluctuations and periodic delays in the delivery of our raw materials. Any such price fluctuations or delays, if material, could harm our profitability or operations. In addition, the loss of a substantial number of suppliers could result in material cost increases or reduce our production capacity. We are also significantly affected by the cost of natural gas used for fuel and the cost of electricity. Natural gas and electricity prices have historically been volatile.

We monitor sources of supply to attempt to assure that adequate raw materials and other supplies needed in manufacturing processes are available. However, we do not typically enter into hedge transactions to reduce our exposure to price risks and cannot assure you that we will be successful in passing on these attendant costs if these risks were to materialize. In addition, if we are unable to continue to purchase our required quantities of raw materials on commercially reasonable terms, or at all, or if we are unable to maintain or enter into purchasing contracts for commodities, our operations could be disrupted or our profitability could be adversely impacted.

We face competition in our markets.

We operate in some very competitive markets, and we compete against numerous different types of businesses. Although we have significant market positions in each of our product lines within the aftermarket, we cannot assure you that we will be able to maintain our current market share. In the OEM sales channel, some of our competitors have achieved substantially greater market penetration in many of the product lines which we offer. Competition is based on a number of considerations, including product performance, quality of client service and support, timely delivery and price. Our customers increasingly demand a broad product range, and we must continue to develop our expertise in order to manufacture and market these products successfully. To remain competitive, we will need to invest continuously in manufacturing, working capital, customer service and support, marketing and our distribution networks. We cannot assure you that we will have sufficient resources to continue to make such investments or that we will maintain our competitive position within each of the markets we serve. As a result of competition, we have experienced pricing pressure. There can be no guarantee that this downward price pressure will not continue, and we may be forced to adjust the prices of some of our products to stay competitive, or not compete at all in some markets, possibly giving rise to revenue loss.

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If we are unable to meet future capital requirements, our business may be adversely affected.

We periodically make capital investments to, among other things, maintain and upgrade our facilities and enhance our production processes. As we grow, we may have to incur capital expenditures. Historically, we have been able to fund these expenditures through cash flow from operations and borrowings under our senior credit facilities. However, our senior credit facilities contain limitations that could affect our ability to fund our future capital expenditures and other capital requirements. In addition, the revolving credit facility of our senior credit facility terminated in June 2009. We cannot assure you that we will have, or be able to obtain, adequate funds to make all necessary capital expenditures when required, or that the amount of future capital expenditures will not be materially in excess of our anticipated or current expenditures. If we are unable to make necessary capital expenditures, our product line may become dated, our productivity may be decreased and the quality of our products may be adversely affected, which, in turn, could reduce our net sales and profitability.

The introduction of new and improved products and services poses a potential threat to the aftermarket for automotive parts.

Improvements in technology and product quality are extending the longevity of automotive parts and delaying aftermarket sales. In particular, the introduction of oil change indicators and the use of synthetic motor oils may extend oil filter replacement cycles. The introduction of electric, fuel cell and hybrid automobiles may pose a long-term risk to our business because these vehicles are unlikely to utilize many of our primary product lines. The introduction of new and improved service initiatives by OEMs also poses a risk to our market share in the vehicle replacement parts market. In particular, we face market share risk from general automakers, which have introduced increased warranty and maintenance service initiatives, which are gaining popularity. These service initiatives have the potential to decrease the demand on aftermarket sales of our products in the traditional and retail sales channels.

We are subject to risks associated with changing manufacturing techniques, which could place us at a competitive disadvantage.

The successful implementation of our business strategy requires us to continuously evolve our existing products and introduce new products to meet customers’ needs in the industries we serve and want to serve. Our products are characterized by stringent performance and specification requirements that mandate a high degree of manufacturing and engineering expertise. If we fail to meet these requirements, our business could be at risk. We believe that our customers rigorously evaluate their suppliers on the basis of a number of factors, including:

• product quality;

• technical expertise and development capability;

• new product innovation;

• reliability and timeliness of delivery;

• price competitiveness;

• product design capability;

• manufacturing expertise;

• operational flexibility;

• customer service; and

• overall management.

Our success will depend on our ability to continue to meet our customers’ changing specifications with respect to these criteria. We cannot assure you that we will be able to address technological advances or introduce new products that may be necessary to remain competitive within our businesses. Furthermore, we cannot assure you that we can adequately protect any of our own technological developments to produce a sustainable competitive advantage.

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Our international operations are subject to uncertainties that could affect our operating results.

Our business is subject to certain risks associated with doing business internationally. The net sales of our foreign subsidiaries represented approximately 8% of our total net sales for the year ended December 31, 2009. In addition, we operate seven manufacturing facilities outside of the United States. Accordingly, our future results could be harmed by a variety of factors, including:

• fluctuations in currency exchange rates;

• geopolitical instability;

• exchange controls;

• compliance with U.S. Department of Commerce export controls;

• tariffs or other trade protection measures and import or export licensing requirements;

• potentially negative consequences from changes in tax laws;

• interest rates;

• unexpected changes in regulatory requirements;

• differing labor regulations;

• requirements relating to withholding taxes on remittances and other payments by subsidiaries;

• restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions;

• restrictions on our ability to repatriate dividends from our subsidiaries; and

• exposure to liabilities under the U.S. Foreign Corrupt Practices Act.

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. However, any of these factors could adversely affect our international operations and, consequently, our operating results.

We could be materially adversely affected by changes or imbalances in currency exchange and other rates.

As a result of increased international production and sourcing of components and completed parts for resale, we are exposed to risks related to the effects of changes in foreign currency exchange rates, principally exchange rates between the U.S. dollar and the Chinese Yuan. The currency exchange rate from Chinese Yuan to U.S. dollars has historically been stable, in large part due to the economic policies of the Chinese government. However, there are no assurances that this currency exchange rate will continue to be as stable in the future. The U.S. government has stated that the Chinese government should reduce its influence over the currency exchange rate and let market conditions control. Less influence by the Chinese government will most likely result in the Chinese Yuan strengthening against the U.S. dollar. During the period June 30, 2007 through June 30, 2008, the dollar weakened against the Chinese Yuan by approximately 11%. The relationship of the Chinese Yuan to the U.S. dollar has remained stable since June 2008.  An increase in the Chinese Yuan against the dollar means that we will have to pay more in U.S. dollars for our purchases from China. If we are unable to negotiate commensurate price decreases from our Chinese suppliers, these higher prices would eventually translate into higher costs of sales. In that event, we would attempt to obtain corresponding price increases from our customers, but there are no assurances that we would be successful.

Our Mexican operations source a significant amount of inventory from the United States. During the period September 30, 2008 through March 31, 2009, the U.S. dollar strengthened against the Mexican peso by approximately 33%. During the period March 31, 2009 through December 31, 2009, the U.S. dollar weakened against the Mexican peso by approximately 11%, partially offsetting the trend experienced in the prior six months.  A strengthening U.S. dollar against the Mexican peso means that our Mexican operations must pay more in pesos to obtain inventory from the United States, which translates into higher cost of sales for the Mexican operations. We are attempting to obtain price increases from our customers for the products sold by our Mexican operations, but there are no assurances that we will be successful.

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Our intellectual property may be misappropriated or subject to claims of infringement.

We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret protection, as well as licensing agreements and third-party nondisclosure and assignment agreements. We cannot assure you that any of our applications for protection of our intellectual property rights will be approved or that others will not infringe or challenge our intellectual property rights. We also may rely on unpatented proprietary technology. It is possible that our competitors will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants and advisors to maintain the confidentiality of our trade secrets and proprietary information. We cannot assure you that these measures will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure. If we are unable to maintain the proprietary nature of our technologies, our ability to sustain margins on some or all of our products may be affected, which could reduce our sales and profitability. In addition, from time to time, we pursue and are pursued in potential litigation relating to the protection of certain intellectual property rights, including with respect to some of our more profitable products.

An impairment in the carrying value of goodwill or other assets could negatively affect our consolidated results of operations and net worth.

Pursuant to accounting principles generally accepted in the United States, we are required to annually assess our goodwill, intangibles and other long-lived assets to determine if they are impaired. In addition, interim reviews must be performed whenever events or changes in circumstances indicate that impairment may have occurred. If the testing performed indicates that impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or other intangible assets in the period the determination is made. Disruptions to our business, end market conditions, protracted economic weakness and unexpected significant declines in operating results may result in charges for goodwill and other asset impairments. We assess the potential impairment of goodwill on an annual basis, as well as when interim events or changes in circumstances indicate that the carrying value may not be recoverable. We assess definite lived intangible assets when events or changes in circumstances indicate that the carrying value may not be recoverable. Our annual goodwill impairment test resulted in no goodwill impairment. Although our analysis regarding the fair value of goodwill indicates that it exceeds its carrying value, materially different assumptions regarding the future performance of our businesses could result in goodwill impairment losses.

Our substantial indebtedness could adversely affect our financial health.

As of December 31, 2009, we had total indebtedness of $424.4 million (not including intercompany indebtedness). In addition, as of that date our parent, UCI Holdco, had indebtedness of $324.1 million, which indebtedness does not require any cash interest payments until 2012. While UCI has no direct obligation under the Holdco Notes, UCI is the sole source of cash generation for UCI Holdco. The Holdco Notes do not appear on our balance sheet and the related interest expense is not included in our income statement.

Our substantial indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the Holdco Notes;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures, research and development efforts and other general corporate purposes;

• increase our vulnerability to and limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• expose us to the risk of increased interest rates as borrowings under the senior credit facilities will be subject to variable rates of interest;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds.

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In addition, the indentures governing the senior subordinated notes and the Holdco Notes, as well as the agreement governing our senior credit facilities, contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our cash interest expense for fiscal year 2009 was $28.7 million. Our ability to make payments on and to refinance our indebtedness, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including our senior credit facilities and senior subordinated notes, or to fund our other liquidity needs. In such circumstances, we may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all. In addition, the indentures governing the senior subordinated notes and the Holdco Notes and the agreement governing the senior credit facilities limit our ability to sell assets and will also restrict the use of proceeds from any such sale. Furthermore, our senior credit facilities are secured by substantially all of our assets. Therefore, we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our debt service obligations.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial financial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future because the terms of the indentures governing the senior subordinated notes and the Holdco Notes and the agreement governing the senior credit facilities do not fully prohibit us or our subsidiaries from doing so. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

Restrictive covenants in the indenture governing our debt may restrict our ability to pursue our business strategies.

The indentures governing the senior subordinated notes and the Holdco Notes and the agreement governing our senior credit facility limit our ability and the ability of our restricted subsidiaries, among other things, to:

• incur additional indebtedness;

• sell assets, including capital stock of restricted subsidiaries;

• agree to payment restrictions affecting our restricted subsidiaries;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• enter into transactions with our affiliates;

• incur liens; and

• designate any of our subsidiaries as unrestricted subsidiaries.

In addition, as of the end of any given quarter, our senior credit facilities require us to maintain a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio, covering the previous four quarters, through the term of the senior credit facilities. At December 31, 2009, UCI was required to maintain a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio of 4.10 to 1 and 2.8 to 1, respectively. These ratio requirements change quarterly under the terms of our senior credit facilities. Our ability to comply with these ratios may be affected by events beyond our control.

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The restrictions contained in the indentures governing the senior subordinated notes and the Holdco Notes and the agreement governing the senior credit facilities could limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions or otherwise restrict our activities or business plans.

The breach of any of these covenants or restrictions could result in a default under the indentures governing the senior subordinated notes and the Holdco Notes and the agreement governing our senior credit facilities. An event of default under either or both of these indentures or the senior credit facilities would permit some of our lenders to declare all amounts borrowed from them to be due and payable. An event of default under either of these indentures or the senior credit facilities would likely result in a cross default under either or both of the other instruments. If we are unable to repay debt, lenders having secured obligations could proceed against the collateral securing that debt. In addition, if any of our other indebtedness is accelerated, we may be unable to make interest payments on the Holdco Notes and repay the principal amount of the notes.

We are controlled by Carlyle, whose interests in our business may be different than yours.

As of December 31, 2009, Carlyle Partners III, L.P. and CP III Coinvestment, L.P., both of which are affiliates of Carlyle, owned 90.8% of the equity of Holdco, which owns all of our common stock, through its wholly-owned subsidiary, UCI Acquisition Holdings, Inc. and are able to control our affairs in all cases. Our entire board has been designated by the affiliates of Carlyle and a majority of the board is associated with Carlyle. In addition, the affiliates of Carlyle control the appointment of our management, the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions. The interests of Carlyle and its affiliates could conflict with yours. In addition, Carlyle or its affiliates may in the future own businesses that directly compete with ours.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 2. PROPERTIES

We currently maintain 20 manufacturing facilities, 14 of which are located in North America, 2 in Europe and 4 in China. In addition, we maintain 9 distribution and warehouse facilities. Listed below are the locations of our principal manufacturing facilities:

	Location	Owned/Leased	Square Footage	Products Manufactured
North America	Albion, Illinois I	Owned	271,000	Spin-on Oil Filters; Heavy-duty Lube Filters; Micro Glass Elements
	Albion, Illinois II	Owned	53,000	Spin-on Oil Filters; Poly Panel Air Filters
	Albion, Illinois III	Owned	50,000	Heavy-duty Lube Units; Round Air Filters
	Albion, Illinois IV	Owned	101,000	Heavy-duty Air Filters; Radial Air Filters; Automotive Conical and Radial Air Filters
	Shelby Township, Michigan	Leased	30,000	Auto Fuel Filters
	West Salem, Illinois	Owned	217,000	Heavy-duty Lube Filters; Spin-on Oil Filters
	York, South Carolina	Owned	189,000	Auto Spin-on Oil Filters
	Fairfield, Illinois I	Owned	183,000	Electric and Mechanical Fuel Pump Components
	Fairfield, Illinois II	Owned	457,000	Electric Fuel Pump Assemblies and Components; Mechanical Fuel Pumps and Components
	North Canton, Ohio	Leased*	210,000	Water Pump Assemblies
	Fond du Lac, Wisconsin I	Owned	188,000	Distributor Caps and Rotors
	Fond du Lac, Wisconsin II	Owned	36,000	Electronic Controls; Sensors; Voltage Regulators
	Puebla, Mexico	Three Owned Buildings	229,000	Gray Iron Foundry Castings; Water Pump Seal Assemblies; Water Outlets; Water Pump Assemblies and Components
	Reynosa, Mexico	Owned	108,000	Coils; Distributor Caps and Rotors; Sensors; Solenoids; Switches and Wire Sets; 5,000 square feet utilized for Fuel Products
Europe	Mansfield Park, United Kingdom	Leased	100,000	Radial Seal Air Filters; Poly Panel Air Filters; Heavy-duty Air Filters; Dust Collection Filters
	Zaragoza, Spain	Leased	86,000	Water Pump Assemblies; Gray Iron Foundry Castings; Water Pump Seal Assemblies; Water Outlets; Water Pump Assemblies and Components
China	Tianjin, China	Land leased/Building owned	162,000	Water Pump Components
	Tianjin Economic Development Areas, China	Leased	60,000	Fuel Pump Components
	Wujiang, China	Leased	35,000	Light-duty Panel Air Filters
	Yanzhou, China	Owned/Leased**	241,000/134,000	Water Pump Components

* Leased from a related party.

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** Owned/Leased by joint venture in which we have 51% ownership.

ITEM 3. LEGAL PROCEEDINGS

UCI and its wholly owned subsidiary, Champion Laboratories, Inc. (“Champion”), were named as two of multiple defendants in 23 complaints originally filed in the District of Connecticut, the District of New Jersey, the Middle District of Tennessee and the Northern District of Illinois alleging conspiracy violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, related to aftermarket oil, air, fuel and transmission filters.  T.D.S. Co. v. Champion Labs. et al. (D. Conn., filed April 8, 2008); Barjan, LLC v. Champion Labs. et al. (D. Conn., filed April 10, 2008); Bruene v. Champion Labs. et al. (D. Conn., filed April 8, 2008); S&E Quick Lube Distrib., Inc. v. Champion Labs. et al. (D. Conn., filed March 31, 2008); Flash Sales, Inc. v. Champion Labs. et al. (D. Conn., filed April 4, 2008); The Parts Plus Group, Inc. v. Champion Labs. et al. (D. Conn., filed April 28, 2008); Ward’s Auto Painting & Body Works, Inc. v. Champion Labs. et al. (D. Conn., filed April 29, 2008); G.W.C. Distributors, Inc. v. Champion Laboratories, Inc. et al. (D. Conn., filed May 19, 2008); A&L Systems, Inc. v. Champion Laboratories, Inc. et al. (D. Conn., filed May 28, 2008); Aaron Dunham v. Champion Laboratories, Inc. et al. (D. Conn., filed June 17, 2008); Auto Pro, LLC v. Champion Laboratories, Inc. et al. (D. Conn., filed June 17, 2008); JDL Corp. v. Champion Laboratories, Inc. et al. (D. Conn., filed July 1, 2008); Associate Jobbers Warehouse Inc. v. Champion Laboratories, Inc. et al. (D. Conn., filed July 28, 2008); Friedson v. Champion Laboratories, Inc. et al. (D. Conn., filed July 28, 2008); Colburn v. Champion Laboratories, Inc. et al. (D. Conn., filed July 28, 2008); Lown v. Champion Laboratories, Inc. et al. (D. Conn., filed July 28, 2008); Boardman v. Champion Laboratories, Inc. et al. (D. Conn., filed August 14, 2008); Central Warehouse Sales Corp. v. Champion Labs. et al. (D.N.J., filed April 29, 2008); All American Plazas of New Jersey, Inc. v. Honeywell International Inc. et al. (D.N.J., filed May 7, 2008); Werner Aero Services v. Champion Labs. et al. (M.D. Tenn., filed May 9, 2008); Pawnee/S.A.E. Warehouse, Inc. v. Champion Laboratories, Inc. et al. (N.D. Ill., filed May 14, 2008); S.A.E. Warehouse, Inc. v. Champion Laboratories, Inc. et al. (N.D. Ill., filed May 14, 2008); Monroe Motor Products Corp. v. Champion Laboratories, Inc. et al. (N.D. Ill., filed May 22, 2008).  Flash Sales, S&E Quick Lube, Bruene, Central Warehouse, Pawnee/S.A.E., S.A.E., All American and Monroe Motor also named The Carlyle Group as a defendant, but those plaintiffs voluntarily dismissed Carlyle from each of those actions without prejudice.  Champion, but not UCI, was also named as a defendant in 13 virtually identical actions originally filed in the Northern and Southern Districts of Illinois, and the District of New Jersey.  Lovett Auto & Tractor Parts, Inc. v. Champion Labs. et al. (N.D. Ill., filed April 10, 2008); Neptune Warehouse Distributors, Inc. v. Champion Labs. et al. (N.D. Ill., filed April 23, 2008); Hovis Auto Supply, Inc. v. Robert Bosch LLC et al. (N.D. Ill., filed May 19, 2008); Ace Quick Lube v. Champion Laboratories Inc. et al. (N.D. Ill., filed August 27, 2008); Manasek Auto Parts, Inc. v. Champion Labs. et al. (S.D. Ill., filed April 23, 2008); Big T Inc. v. Champion Labs. et al. (S.D. Ill., filed May 6, 2008); Gemini of Westmont, inc. v. Champion Laboratories, Inc. et al. (D. Conn., filed May 12, 2008); Cal’s Auto Service, Inc. v. Champion Laboratories, Inc. et al. (S.D. Ill., filed May 14, 2008); WWD Parts, Inc., d/b/a Parts For Imports v. Champion Laboratories, Inc. et al. (S.D. Ill., filed May 15, 2008); Muralt’s, Inc. v. Champion Laboratories, Inc. et al. (S.D. Ill., filed May 27, 2008); G&H Import Auto Inc. v. Champion Laboratories, Inc. et al. (S.D. Ill., filed May 29, 2008); Mike’s Inc. v. Champion Laboratories, Inc. et al. (S.D. Ill., filed June 2, 2008); Worldwide Equipment, Inc. v. Honeywell Int’l et al. (D.N.J., filed May 9, 2008).  All of these complaints are styled as putative class actions on behalf of all persons and entities that purchased aftermarket filters in the U.S. directly from the defendants, or any of their predecessors, parents, subsidiaries or affiliates, at any time during the period from January 1, 1999 to the present.  Each case seeks damages, including statutory treble damages, an injunction against future violations, costs and attorney’s fees.

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UCI and Champion were also named as two of multiple defendants in 17 similar complaints originally filed in the District of Connecticut, the Northern District of California, the Northern District of Illinois and the Southern District of New York by plaintiffs who claim to be indirect purchasers of aftermarket filters.  Packard Automotive, Inc. v. Honeywell International Inc. et al., (D. Conn., filed April 21, 2008); Doll et al. v. Champion Labs. et al. (D. Conn., filed May 9, 2008); Austin v. Honeywell Int’l et al. (D. Conn., filed May 8, 2008); Gasoline and Automotive Service Dealers of America, Inc. v. Champion Laboratories, Inc. et al. (D. Conn., filed May 12, 2008); David Stoll v. Honeywell International, Inc. et al. (D. Conn., filed May 19, 2008); Jerry Vandiver v. Champion Laboratories, Inc. et al. (D. Conn., filed June 3, 2008); Bettendorf Transfer & Excavating, Inc. v. Champion Laboratories, Inc. et al. (D. Conn., filed June 16, 2008); Ponce v. Honeywell International Inc. et al. (N.D. Ca., filed May 28, 2008); G.S.G. Excavating v. Honeywell International Inc. et al. (N.D. Ca., filed June 20, 2008); Gertha Wilkerson v. Honeywell International, Inc. et al. (N.D. Ca., filed July 3, 2008); Bobbi Cooper v. Honeywell International, Inc. et al. (N.D. Ca., filed July 3, 2008); Bay Area Truck Services v. Champion Laboratories, Inc. et al. (N.D. Ca., filed June 26, 2008); Robert A. Nilsen v. Champion Laboratories, Inc. et al., (S.D.N.Y., filed July 23, 2008); Ehrhardt et al. v. Champion Laboratories, Inc. et al. (N.D. Ill., filed July 28, 2008); Faircloth v. Champion Laboratories, Inc. et al. (N.D. Ill., filed August 25, 2008); Carpenter et al. v. Honeywell Int’l Inc. et al. (N.D. Ill., filed September 12, 2008); Warner et al. v. Honeywell Int’l Inc. et al. (N.D. Ill., filed September 22, 2008).  Austin and G.S.G. Excavating also named The Carlyle Group as a defendant, but the plaintiffs in both of those actions voluntarily dismissed Carlyle without prejudice.  Champion, but not UCI, was also named in 3 similar actions originally filed in the Eastern District of Tennessee, the Northern District of Illinois and the Southern District of California.  Bethea et al. v. Champion Labs. et al. (E.D. Tenn., filed April 25, 2008); Mark Moynahan v. Champion Laboratories, Inc. et al. (N.D. Ill., filed June 2, 2008); Sepher Torabi d/b/a Protec Auto v. Champion Laboratories, Inc. et al. (S.D. Ca., filed July 25, 2008).  These complaints allege conspiracy violations of Section 1 of the Sherman Act and/or violations of state antitrust, consumer protection and unfair competition law.  They are styled as putative class actions on behalf of all persons or entities who acquired indirectly aftermarket filters manufactured and/or distributed by one or more of the defendants, their agents or entities under their control, at any time between January 1, 1999 and the present; with the exception of Austin, David Stoll and Bay Area, which each allege a class period from January 1, 2002 to the present, and Bettendorf, which alleges a class period from the “earliest legal permissible date” to the present.  The complaints seek damages, including statutory treble damages, an injunction against future violations, disgorgement of profits, costs and attorney’s fees.

On August 18, 2008, the Judicial Panel on Multidistrict Litigation (“JPML”) issued an order transferring the U.S. direct and indirect purchaser aftermarket filters cases to the Northern District of Illinois for coordinated and consolidated pretrial proceedings before the Honorable Robert W. Gettleman pursuant to 28 U.S.C. § 1407.  On November 26, 2008, all of the direct purchaser plaintiffs filed a Consolidated Amended Complaint.  This complaint names Champion as one of multiple defendants, but it does not name United Components.  The complaint is styled as a putative class action and alleges conspiracy violations of Section 1 of the Sherman Act.  The direct purchaser plaintiffs seek damages, including statutory treble damages, an injunction against future violations, costs and attorney’s fees.  On February 2, 2009, Champion filed its answer to the direct purchasers’ Consolidated Amended Complaint.

On December 1, 2008, all of the indirect purchaser plaintiffs, except Gasoline and Automotive Service Dealers of America (“GASDA”), filed a Consolidated Indirect Purchaser Complaint.  This complaint names Champion as one of multiple defendants, but it does not name UCI.  The complaint is styled as a putative class action and alleges conspiracy violations of Section 1 of the Sherman Act and violations of state antitrust, consumer protection and unfair competition law.  The indirect purchaser plaintiffs seek damages, including statutory treble damages, penalties and punitive damages where available, an injunction against future violations, disgorgement of profits, costs and attorney’s fees.  On February 2, 2009, Champion and the other defendants jointly filed a motion to dismiss the Consolidated Indirect Purchaser Complaint.  On November 5, 2009, the Court granted the motion in part, and denied it in part.  The Court directed the indirect purchaser plaintiffs to file an amended complaint conforming to the order.  On November 30, 2009, the indirect purchasers filed an amended complaint.  On December 17, 2009, the indirect purchasers filed a motion for leave to file a second amended complaint.  On December 22, 2009, the Court granted the motion for leave, but gave defendants permission to move to dismiss the second amended complaint.  Defendants’ filed that motion to dismiss on January 19, 2010.

On February 2, 2009, Champion, UCI and the other defendants jointly filed a motion to dismiss the GASDA complaint.  On April 13, 2009, GASDA voluntarily dismissed UCI from its case without prejudice.  On November 5, 2009, the Court granted defendants’ motion.

Pursuant to a stipulated agreement between the parties, all defendants produced limited initial discovery on January 30, 2009.  On December 10, 2009 the plaintiffs filed their first sets of interrogatories and requests for production of documents.  On January 11, 2010, all defendants filed a number of discovery requests to plaintiffs and third parties.  All discovery responses were due on February 16, 2010.  On January 21, 2010, the Court entered a scheduling order for discovery.  Under this order, discovery related to class-certification will proceed immediately, with document production scheduled to be completed no later than June 21, 2010.  Class certification briefing will follow the completion of document production, and expert discovery on merits-related issues follow the court’s ruling on plaintiffs’ motions for class certification.

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On January 12, 2009, Champion, but not UCI, was named as one of ten defendants in a related action filed in the Superior Court of California, for the County of Los Angeles on behalf of a purported class of direct and indirect purchasers of aftermarket filters.  Peerali v. Champion Laboratories, Inc. et al., No. BC405424.  On March 5, 2009, one of the defendants filed a notice of removal to the U.S. District Court for the Central District of California, and then subsequently requested that the JPML transfer this case to the Northern District of Illinois for coordinated pre-trial proceedings, and the JPML did.

Champion, but not UCI, was also named as one of five defendants in a class action filed in Quebec, Canada. Jean-Paul Perrault v. Champion Labs. et al. (filed April 25, 2008).  This action alleges conspiracy violations under the Canadian Competition Act and violations of the obligation to act in good faith (contrary to art. 6 of the Civil Code of Quebec) related to the sale of aftermarket filters.  The plaintiff seeks joint and several liability against the five defendants in the amount of $5.0 million in compensatory damages and $1.0 million in punitive damages.  The plaintiff is seeking authorization to have the matter proceed as a class proceeding, which motion has not yet been ruled on.

Champion, but not UCI, was also named as one of 14 defendants in a class action filed on May 21, 2008, in Ontario, Canada (Urlin Rent A Car Ltd. v. Champion Laboratories, Inc. et al).  This action alleges civil conspiracy, intentional interference with economic interests, and conspiracy violations under the Canadian Competition Act related to the sale of aftermarket filters.  The plaintiff seeks joint and several liability against the 14 defendants in the amount of $150 million in general damages and $15 million in punitive damages.  The plaintiff is also seeking authorization to have the matter proceed as a class proceeding, which motion has not yet been ruled on.

On July 30, 2008, the Office of the Attorney General for the State of Florida issued Antitrust Civil Investigative Demands to Champion and UCI requesting documents and information related to the sale of oil, air, fuel and transmission filters.  We are cooperating with the Attorney General’s requests.  On April 16, 2009, the Florida Attorney General filed a complaint against Champion and eight other defendants in the Northern District of Illinois.  The complaint alleges violations of Section 1 (f) of the Sherman Act and Florida law related to the sale of aftermarket filters.  The complaint asserts direct and indirect purchaser claims on behalf of Florida governmental entities and Florida consumers.  It seeks damages, including statutory treble damages, penalties, fees, costs and an injunction.  The Florida Attorney General action is being coordinated with the rest of the filters cases pending in the Northern District of Illinois before the Honorable Robert W. Gettleman.

The Antitrust Division of the Department of Justice (DOJ) investigated the allegations raised in these suits and certain current and former employees of the defendants, including Champion, testified pursuant to subpoenas.  On January 21, 2010, DOJ sent a letter to counsel for Champion stating that “the Antitrust Division’s investigation into possible collusion in the replacement auto filters industry is now officially closed.”

We intend to vigorously defend against these claims.

From time to time, we may be involved in other disputes or litigation relating to claims arising out of our operations. However, we are not currently a party to any other material legal proceedings.

ITEM 4. RESERVED

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information

No trading market for our common stock currently exists.

(b) Holders

As of March 19, 2010, our parent, UCI Acquisition Holdings, Inc. was the sole holder of our common stock.

(c) Dividends

In December 2006, we paid a special cash dividend of approximately $96 per share on our common stock. Prior to that time, since the date of our incorporation on April 16, 2003, we did not pay dividends. It is our current policy to retain earnings to repay debt and finance our operations. In addition, our credit facility and indenture significantly restrict the payment of dividends on common stock.

(d) Securities Authorized for Issuance under Equity Compensation Plans

None of our securities are offered under any compensation plans. For a description of the stock option plan granting options for the purchase of securities of UCI Holdco, see “Item 11. Executive Compensation.”

(e) Stock Performance Graph

None.

(f) Recent Sales of Unregistered Securities

None.

(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

None.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data have been derived from UCI’s financial statements. The financial data as of December 31, 2009 and 2008 and for each of the years in the three-year period ended December 31, 2009 have been derived from the audited financial statements included in this Form 10-K. We derived the balance sheet data as of December 31, 2007, 2006 and 2005 and the statement of income data for the 2006 and 2005 years from audited financial statements that are not included herein. The data includes the results of operations of ASC beginning on May 25, 2006, the date of the acquisition of ASC by the Company. The operating results of the Company’s driveline components and specialty distribution operations, which were sold on June 30, 2006, and the Company’s lighting systems operation, which was sold on November 30, 2006, are presented as discontinued operations for all periods presented. The amounts are presented in millions of dollars.

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	Year ended Dec. 31, 2009			Year ended Dec. 31, 2008			Year ended Dec. 31, 2007			Year ended Dec. 31, 2006			Year ended Dec. 31, 2005
							(in millions)
Statement of Income Data:
Net sales (1)	$	885.0		$	880.4		$	969.8		$	906.1		$	812.7
Cost of sales (2) (3)		685.4			702.5			748.8			728.6			657.9
Gross profit		199.6			177.9			221.0			177.5			154.8
Operating expenses:
Selling and warehousing		56.6			62.9			61.2			60.0			57.3
General and administrative		45.5			49.3			49.2			42.6			37.9
Amortization of acquired intangible assets		5.8			6.3			7.0			6.7			5.9
Restructuring costs (gains) (3) (4)		0.9			2.4			(0.8	)		13.4			—
Asset impairments and other costs (5)		—			0.5			3.6			—			21.5
Patent litigation costs (6)		7.0			—			—			—			—
Operating income		83.8			56.5			100.8			54.8			32.2
Interest expense, net		(30.0	)		(34.2	)		(40.7	)		(43.3	)		(36.1	)
Write-off of deferred financing costs (7)		—			—			—			(2.6	)		—
Other expense, net		(7.5	)		(5.5	)		(4.8	)		(2.9	)		(3.2	)
Income (loss) before income taxes		46.3			16.8			55.3			6.0			(7.1	)
Income tax expense		16.4			7.7			20.0			0.7			0.5
Net income (loss) from continuing operations		29.9			9.1			35.3			5.3			(7.6	)
Net income from discontinued operations, net of tax		—			—			—			2.1			3.1
Gain (loss) on sale of discontinued operations, net of tax		—			—			2.7			(16.9	)		—
Net income (loss)		29.9			9.1			38.0			(9.5	)		(4.5	)
Less:  Loss attributable to noncontrolling interest		(0.7	)		(0.8	)		(0.1	)		(0.8	)		—
Net income (loss) attributable to UCI	$	30.6		$	9.9		$	38.1		$	(8.7	)	$	(4.5	)

	Year ended Dec. 31, 2009			Year ended Dec. 31, 2008			Year ended Dec. 31, 2007			Year ended Dec. 31, 2006			Year ended Dec. 31, 2005
	(in millions)
Balance Sheet Data:
Cash and cash equivalents	$	131.9		$	46.6		$	41.4		$	31.5		$	23.7
Working capital — continuing operations		340.1			295.6			281.8			281.0			254.7
Working capital — discontinued operations		—			—			—			—			56.5
Total assets		1,057.2			999.8			999.5			1,002.5			984.8
Debt (including current maturities)		422.2			443.6			438.4			500.6			442.5
Total equity		299.9			262.6			299.1			248.2			280.3
Other Data:
Net cash provided by operating activities of continuing operations	$	129.3		$	32.4		$	93.1		$	73.9		$	57.1
Net cash (used in) provided by operating activities of discontinued operations		—			—			—			(1.5	)		5.7
Net cash used in investing activities of continuing operations		(22.1	)		(31.5	)		(19.0	)		(79.7	)		(26.5	)
Net cash used in investing activities of discontinued operations		—			—			—			(2.9	)		(5.3	)
Net cash (used in) provided by financing activities of continuing operations		(22.0	)		4.6			(64.1	)		15.7			(15.7	)

(1) Sales in 2005 have been reduced by a $14.0 million change in estimated warranty reserve requirements. Sales in 2008 have been reduced by a special $6.7 million warranty provision related to unusually high warranty returns related to one category of parts.

(2) Includes $9.8 million in 2006 for the sale of inventory written up to market from historical cost per U.S. GAAP (Accounting Principles Generally Accepted in the United States) rules for accounting for the acquisition of ASC.

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(3) Cost of sales in 2007 and 2006 include $4.7 million and $3.9 million, respectively, of costs incurred in connection with the integration of the Company’s pre-ASC Acquisition water pump operations with the operations of ASC.

The remaining $0.7 million of water pump integration costs in 2007 and $7.0 million in 2006 are included in “Restructuring costs.”

(4) 2006 includes asset write-downs and severance and other costs in connection with the closures of the Company’s Canadian fuel pump facility and Mexican filter manufacturing facility. 2007 includes a gain on the sale of land and building.

(5) Includes impairments of property and equipment of a foreign entity, a trademark and software, and a write-down of assets related to the abandonment of a foreign subsidiary.

(6) Includes trial costs and damages awarded in connection with an unfavorable jury verdict on a patent infringement matter.  See Note 16 to the financial statements included in this Form 10-K.

(7) Write-off of unamortized deferred financing costs related to the Company’s previously outstanding debt, which was replaced in connection with the establishment of the Company’s new credit facility on May 25, 2006.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations must be read together with the “Item 1. Business” section of this Form 10-K and the financial statements included herein.

Forward-Looking Statements

In this Annual Report on Form 10-K, United Components, Inc. makes some “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These statements are included throughout this report on Form 10-K and relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “continue,” and other similar terms and phrases, including references to assumptions.

These forward-looking statements are based on UCI’s expectations and beliefs concerning future events affecting UCI. 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. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this report will be important in determining future results. UCI cautions the reader that these uncertainties and factors, including those discussed in Item 1A of this Annual Report on Form 10-K and in other SEC filings, could cause UCI’s actual results to differ materially from those stated in the forward-looking statements.

Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Annual Report on Form 10-K or any other SEC filings to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

27

Overview

Sales. We are among North America’s largest and most diversified companies servicing the vehicle replacement parts market, or the aftermarket. We supply a broad range of filtration products, fuel delivery and cooling systems, and engine management systems to the automotive, trucking, marine, mining, construction, agricultural and industrial vehicle markets. We estimate that approximately 88% of our net sales in 2009 were made in the aftermarket, to a diverse customer base that includes some of the largest and fastest growing companies servicing the aftermarket. Sales in the North American light vehicle aftermarket, excluding tires, have grown at a compounded average annual growth rate of approximately 3.5% from 1998 through 2009.  However, aftermarket sales grew by only 0.1% in 2008 and are estimated to have declined by 1.2% in 2009.

Our sales to General Motors Corporation (GM) comprise approximately 6% of our consolidated sales. More than 85% of our sales to GM are to dealerships in the original equipment service (OES) channel, with the remainder to the original equipment manufacturing (OEM) sales channel for inclusion in new vehicle production. Our sales to Chrysler LLC (Chrysler) comprise less than 1% of our consolidated sales and are largely to the service organization in the OES channel. Both GM and Chrysler filed petitions under chapter 11 of the U.S. Bankruptcy Code in the Southern District of New York during the second quarter of 2009, with both emerging from bankruptcy in the third quarter of 2009. GM and Chrysler assumed all contracts with UCI companies. As widely publicized, GM and Chrysler’s reorganization plans included substantial reductions to the dealership base. Given that the majority of our sales to GM and Chrysler are to dealerships in the OES channel, the closure of these dealerships could result in lower UCI sales to these customers. To date there has been no material change in our post-bankruptcy sales levels to GM and Chrysler; however there can be no assurance as to the level of demand for our products from those customers in the future.

Because most of our sales are to the aftermarket, we believe that our sales are primarily driven by the number of vehicles on the road, the average age of those vehicles, the average number of miles driven per year, the mix of light trucks to passenger cars on the road and the relative strength of our sales channels. Historically, our sales have not been materially adversely affected by market cyclicality, as we believe that our aftermarket sales are less dependent on economic conditions than our sales to OEMs, due to the generally non-discretionary nature of vehicle maintenance and repair. While many vehicle maintenance and repair expenses are non-discretionary in nature, high gasoline prices and difficult economic conditions can lead to a reduction in miles driven, which then results in increased time intervals for routine maintenance and vehicle parts lasting longer before needing replacement. Historic highs in crude oil prices experienced in 2008 and corresponding historic highs in retail gasoline prices at the pump impacted consumers’ driving and vehicle maintenance habits. In addition, we believe consumers’ driving and vehicle maintenance habits have been impacted by the generally weak economic conditions experienced in the latter part of 2008 and through 2009.

A key metric in measuring aftermarket performance is miles driven. For 2008, the U.S. Department of Energy reported a decrease in miles driven of 3.2% (equaling 96 billion fewer miles). This was the first annual decrease in miles driven since 1980. We believe that high gasoline prices and generally weak economic conditions adversely affected our sales during the second half of 2008 and into 2009. During 2009, retail gasoline prices were significantly lower than the historic highs experienced at the beginning of the third quarter of 2008. Despite the lower retail gasoline prices, the negative trend in miles driven continued in the first quarter of 2009 (a 2.7% decrease over the comparable quarter in 2008) due to the ongoing weak economic conditions. The negative trend reversed in the last three quarters of 2009 as miles driven exceeded the comparable 2008 quarters.  For the full year of 2009, miles driven increased 0.1% from 2008.

While the conditions described above have adversely affected our sales, other trends resulting from the current economic conditions may have a positive impact on sales in the future. Specifically, with new car sales remaining at historically low levels, consumers are keeping their cars longer, resulting in an increased demand for replacement parts as consumers repair their increasingly older cars. In addition, a significant number of new car dealers have closed in recent months, either voluntarily or as a result of the Chrysler and GM restructurings. This decline in the number of dealerships has the potential of sending more consumers to our customers in other channels of the aftermarket for their replacement parts.

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Management believes that we have leading market positions in our primary product lines. We continue to expand our product and service offerings to meet the needs of our customers. We believe that a key competitive advantage is that we have one of the most comprehensive product offerings in the vehicle replacement parts market, consisting of over 47,000 parts. This product breadth, along with our extensive manufacturing and distribution capabilities, product innovation, and reputation for quality and service, makes us a leader in our industry.

However, it is also important to note that in 2009, 2008 and 2007, approximately 30%, 29% and 28%, respectively, of our total net sales were derived from our business with AutoZone. Our failure to maintain a healthy relationship with AutoZone would result in a significant decrease in our net sales. Even if we maintain our relationship, this sales concentration with one customer increases the potential impact to our business that could result from any changes in the economic terms of this relationship. Historically, we sold a small number of products under an AutoZone program called Pay-on-Scan. Under this program, we retained title to the product at AutoZone locations, and we recorded sales for the product when an AutoZone customer purchased it. In the second quarter of 2007, AutoZone and UCI terminated the Pay-on-Scan program for these products. Accordingly, sales of these products are now recorded when received by AutoZone. This change has not had a material effect on our on-going financial results. As part of the termination of the Pay-on-Scan program, AutoZone purchased all of the products at its locations that were previously under the Pay-on-Scan program. In the second quarter of 2007, we recorded $12.1 million of sales for these products.

Cost of sales. Cost of sales includes all costs of manufacturing required to bring a product to a ready-for-sale condition. Such costs include direct and indirect materials (net of vendor consideration), direct and indirect labor costs (including pension, postretirement and other fringe benefits), supplies, utilities, freight, depreciation, insurance and other costs. Cost of sales also includes all costs to procure, package and ship products that we purchase and resell.

During much of 2008, the cost of commodities, including steel, aluminum, iron, plastic and other petrochemical products, packaging materials and media, increased significantly compared to 2007. Energy costs also increased significantly during this period. These higher costs affected the prices we paid for raw materials and for purchased component parts and finished products. During 2009, general market prices for most commodities decreased from 2008 levels in reaction to global economic conditions and uncertainties regarding short-term demand. While we have been, and expect to continue to be, able to obtain sufficient quantities of these commodities to satisfy our needs, increased demand from current levels for these commodities could result in cost increases and may make procurement more difficult in the future. Due to our inventory being accounted for on the first-in, first-out (FIFO) method, a time lag of approximately three months exists from the time we experience cost increases or decreases until these increases or decreases flow through cost of sales.

In addition to the adverse impact of increasing commodities and energy costs, we have been adversely affected by changes in foreign currency exchange rates, primarily relating to the Mexican peso. Our Mexican operations source a significant amount of inventory from the United States. In 2008, our Mexican operations sourced approximately $11.7 million from the United States. During the period September 30, 2008 through March 31, 2009, the U.S. dollar strengthened against the Mexican peso by approximately 33%. During the period March 31, 2009 through December 31, 2009, the U.S. dollar weakened against the Mexican peso by approximately 11%, partially offsetting the trend experienced in the prior six months. A strengthening U.S. dollar against the Mexican peso means that our Mexican operations must pay more pesos to obtain inventory from the United States.

Generally, we attempt to mitigate the effects of cost increases and currency changes via a combination of design changes, material substitution, global resourcing efforts and increases in the selling prices for our products. With respect to pricing, it should be noted that, while the terms of supplier and customer contracts and special pricing arrangements can vary, generally a time lag exists between when we incur increased costs and when we might recover a portion of the higher costs through increased pricing. This time lag typically spans a fiscal quarter or more, depending on the specific situation. During 2008, we secured customer price increases that offset a portion of the cost increase we experienced in 2008. However, because of reductions from 2008 highs in both energy costs and the costs of certain commodities used in our operations, we have not been able to retain the entire effect of customer price increases secured in 2008. We continue to pursue efforts to mitigate the effects of any cost increases; however, there are no assurances that we will be entirely successful. To the extent that we are unsuccessful, our profit margins will be adversely affected. Because of uncertainties regarding future commodities and energy prices, and the success of our mitigation efforts, it is difficult to estimate the impact of commodities and energy costs on future operating results.

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Selling and warehousing expenses. Selling and warehousing expenses primarily include sales and marketing, warehousing and distribution costs. Our major cost elements include salaries and wages, pension and fringe benefits, depreciation, advertising and information technology costs.

General and administrative expenses. General and administrative expenses primarily include executive, accounting and administrative personnel salaries and fringe benefits, professional fees, pension benefits, insurance, provision for doubtful accounts, rent and information technology costs.

Critical Accounting Policies and Estimates

The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. We evaluate our estimates and judgments on an on-going basis. We base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances. Our experience and assumptions form the basis for our judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may vary from what we anticipate, and different assumptions or estimates about the future could change our reported results.

We believe the following accounting policies are the most critical in that they significantly affect our financial statements, and they require our most significant estimates and complex judgments.

Revenue recognition. We record sales when title and risk of loss transfers to the customer, the sale price is fixed and determinable, and the collection of the related accounts receivable is reasonably assured.

Where we have sales rebate programs with some of our customers, we estimate amounts due under these sales rebate programs when the sales are recorded. Net sales relating to any particular shipment are based upon the amounts invoiced for the shipped goods less estimated future rebate payments. These estimates are based upon our historical experience, current trends and our expectations regarding future experience. Revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.

Additionally, we have agreements with our customers that provide for sales discounts, marketing allowances, return allowances and performance incentives. Any discount, allowance or incentive is treated as a reduction to sales, based on estimates of the criteria that give rise to the discount, allowance or incentive, such as sales volume and marketing spending. We routinely review these criteria and our estimating process and make adjustments as facts and circumstances change. Historically, we have not found material differences between our estimates and actual results.

In order to obtain exclusive contracts with certain customers, we may incur up-front costs or assume the cost of returns of products sold by the previous supplier. These costs are capitalized and amortized over the life of the contract. The amortized amounts are recorded as a reduction of sales.

New business changeover costs also can include the costs related to removing a new customer’s inventory and replacing it with UCI inventory, commonly referred to as a “stocklift.” Stocklift costs are recorded as a reduction to revenue when incurred.

Product returns. Our customers have the right to return parts that have failed within warranty time periods. Our customers also have the right, in varying degrees, to return excess quantities of product. Credits for parts returned under warranty and parts returned because of customer excess quantities are estimated and recorded at the time of the related sales. These estimates are based on historical experience, current trends and UCI’s expectations regarding future experience. Revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Any significant increase in the amount of product returns above historical levels could have a material adverse effect on our financial results.

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Inventory. We record inventory at the lower of cost or market. Cost is principally determined using standard cost or average cost, which approximates the first-in, first-out method. Estimated market value is based on assumptions for future demand and related pricing. If actual market conditions are less favorable than those projected by management, reductions in the value of inventory may be required.

Impairment of intangible assets. Goodwill is subject to annual review unless conditions arise that require a more frequent evaluation. The review for impairment is based on a two-step accounting test. The first step is to compare the estimated fair value with the recorded net book value (including the goodwill). If the estimated fair value is higher than the recorded net book value, no impairment is deemed to exist and no further testing is required. If, however, the estimated fair value is below the recorded net book value, then a second step must be performed to determine the goodwill impairment required, if any. In this second step, the estimated fair value from the first step is used as the purchase price in a hypothetical acquisition. Purchase business combination accounting rules are followed to determine a hypothetical purchase price allocation to the reporting unit’s assets and liabilities. The residual amount of goodwill that results from this hypothetical purchase price allocation is compared to the recorded amount of goodwill, and the recorded amount is written down to the hypothetical amount, if lower.

We perform our annual goodwill impairment review in the fourth quarter of each year using discounted future cash flows. Management retains the services of a independent valuation company in order to assist in evaluating the estimated fair value of the Company.  The process of evaluating the potential impairment of goodwill is subjective because it requires the use of estimates and assumptions as to future cash flows of the Company, discount rates commensurate with the risks involved in the assets, future economic and market conditions, competition, customer relations, pricing, raw material costs, production costs, selling, general and administrative costs, and income and other taxes. Although we base cash flow forecasts on assumptions that are consistent with plans and estimates we use to manage the Company, there is significant judgment in determining the cash flows.  Based upon the results of our impairment review, we determined that the fair value of the Company significantly exceeded the carrying value of the assets and no impairment existed.

Trademarks with indefinite lives are tested for impairment on an annual basis in the fourth quarter, unless conditions arise that would require a more frequent evaluation. In assessing the recoverability of these assets, projections regarding estimated discounted future cash flows and other factors are made to determine if impairment has occurred. If we conclude that there has been impairment, we will write down the carrying value of the asset to its fair value. In 2008, we recorded a trademark impairment loss of $0.5 million. In 2007, we recorded a trademark impairment loss of $3.6 million. See Note 9 to the financial statements included in this Form 10-K.

Each year, UCI evaluates those trademarks with indefinite lives to determine whether events and circumstances continue to support the indefinite useful lives. Other than the impaired trademarks mentioned above, UCI has concluded that events and circumstances continue to support the indefinite lives of these trademarks.

Retirement benefits. Pension obligations are actuarially determined and are affected by assumptions including discount rate, life expectancy, annual compensation increases and the expected rate of return on plan assets. Changes in the discount rate, and differences between actual results and assumptions, will affect the amount of pension expense we recognize in future periods.

Postretirement health obligations are actuarially determined and are based on assumptions including discount rate, life expectancy and health care cost trends. Changes in the discount rate, and differences between actual results and assumptions, will affect the amount of expense we recognize in future periods.

Insurance reserves. Our insurance for workers’ compensation, automobile, product and general liability include high deductibles (less than $1 million) for which we are responsible. Deductibles for which we are responsible are recorded in accrued expenses. Estimates of such losses involve substantial uncertainties including litigation trends, the severity of reported claims and incurred but not yet reported claims. External actuaries are used to assist us in estimating these losses.

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Environmental expenditures. Our expenditures for environmental matters fall into two categories. The first category is routine compliance with applicable laws and regulations related to the protection of the environment. The costs of such compliance are based on actual charges and do not require significant estimates.

The second category of expenditures is for matters related to investigation and remediation of contaminated sites. The impact of this type of expenditure requires significant estimates by management. The estimated cost of the ultimate outcome of these matters is included as a liability in UCI’s December 31, 2009 balance sheet. This estimate is based on all currently available information, including input from outside legal and environmental professionals, and numerous assumptions. Management believes that the ultimate outcome of these matters will not exceed the $2.0 million accrued at December 31, 2009 by a material amount, if at all. However, because all investigation and site analysis has not yet been completed and because of the inherent uncertainty in such environmental matters and related litigation, there can be no assurance that the ultimate outcome of these matters will not be significantly different than our estimates.

Results of Operations

The following table was derived from UCI’s consolidated income statements for the years ended December 31, 2009, 2008 and 2007. The amounts are presented in millions of dollars.

	2009			2008			2007
Net sales	$	885.0		$	880.4		$	969.8
Cost of sales		685.4			702.5			748.8
Gross profit		199.6			177.9			221.0
Operating (expenses) income
Selling and warehousing		(56.6	)		(62.9	)		(61.2	)
General and administrative		(45.5	)		(49.3	)		(49.2	)
Amortization of acquired intangible assets		(5.8	)		(6.3	)		(7.0	)
Restructuring (costs) gains		(0.9	)		(2.4	)		0.8
Trademark impairment loss		—			(0.5	)		(3.6	)
Patent litigation costs		(7.0	)		—			—
Operating income		83.8			56.5			100.8
Other expense
Interest expense, net		(30.0	)		(34.2	)		(40.7	)
Management fee expense		(2.0	)		(2.0	)		(2.0	)
Miscellaneous, net		(5.5	)		(3.5	)		(2.8	)
Income before income taxes		46.3			16.8			55.3
Income tax expense		(16.4	)		(7.7	)		(20.0	)
Net income from continuing operations		29.9			9.1			35.3
Gain on sale of discontinued operations, net of tax		—			—			2.7
Net income		29.9			9.1			38.0
Less: Loss attributable to noncontrolling interest		(0.7	)		(0.8	)		(0.1	)
Net income attributable to United Components, Inc.	$	30.6		$	9.9		$	38.1

Year Ended December 31, 2009 compared with Year Ended December 31, 2008

Net sales. Net sales of $885.0 million in 2009 increased $4.6 million, or 0.5%, compared to net sales of $880.4 million in 2008.  Sales in 2008 were reduced by a $6.7 million loss provision resulting from the unusually high level of warranty returns related to a specific category of parts. In connection with obtaining new business, sales were reduced by $5.0 million in 2009 and $7.8 million in 2008. These reductions were the result of accepting returns of the inventory of our customers’ previous suppliers in connection with securing new business with our customers.

Excluding the 2008 $6.7 million warranty loss provision, and the effects of obtaining new business from both periods, sales were 0.5% lower in 2009 compared to 2008.  Within the aftermarket channel, our retail and traditional channel sales increased approximately 5.7% and approximately 6.5%, compared to 2008, respectively, while sales to dealerships in the OES channel decreased approximately 6.6%. The increased sales in the retail and traditional channels reflect the sales growth experienced by our retail and traditional customer base. The overall uncertainty surrounding GM and Chrysler leading up to their bankruptcy proceedings initiated during the second quarter of 2009 resulted in the decreased OES channel sales. Our heavy-duty aftermarket sales also decreased approximately 23.3% due to weakness in the transportation segment. OEM sales, which comprise only 7% of our sales, decreased approximately 17.7% compared to 2008 due to general economic conditions in the United States and the significant downturn in the automotive industry, which resulted in a reduction in vehicles manufactured.

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Gross profit. Gross profit, as reported, was $199.6 million for 2009 and $177.9 million for 2008. Both periods included special items which are presented in the following table along with a comparison of adjusted gross profit after excluding such special items. Adjusted gross profit is a non-GAAP financial measurement of our performance which is not in accordance with, or a substitute for, GAAP measures. It is intended to supplement the presentation of our financial results that are prepared in accordance with GAAP. We use adjusted gross profit as presented to evaluate and manage UCI’s operations internally. You are encouraged to evaluate each adjustment and whether you consider it to be appropriate.

	2009		2008
	(in millions)
Gross profit, as reported	$	199.6	$	177.9
Add back special items:
Nonrecurring provision for warranty costs		—		6.7
New business changeover and sales commitment costs		5.0		7.8
Severance costs		0.8		0.1
Costs to establish additional manufacturing in China		0.5		3.1
	$	205.9	$	195.6

The “Nonrecurring provision for warranty costs” in 2008 related to an unusually high level of warranty returns of a specific category of parts. When these parts are subjected to certain conditions, they experience a higher than normal failure rate. As a result of the higher than normal failure rate, a $6.7 million warranty loss provision was recorded in 2008. We modified the design of these parts in 2008 to eliminate this issue.

The 2009 $5.0 million and the 2008 $7.8 million of “new business changeover and sales commitment costs” were up-front costs incurred to obtain new business and to extend existing long-term sales commitments.

The 2009 $0.5 million and 2008 $3.1 million of “costs to establish additional manufacturing in China” related to start-up costs establishing two new factories in China.

Excluding the special items, adjusted gross profit increased to $205.9 million in 2009 from $195.6 million in 2008, and the related gross margin percentage increased to 23.1% in 2009 from 21.9% in 2008. The gross margin percentage is based on sales before the effects of obtaining new business and deducting the $6.7 million warranty loss provision in 2008, which are discussed in the net sales comparison above.

The higher gross profit in 2009 as compared to 2008 was primarily due to the favorable effects of cost reduction initiatives to align our cost structure with our customers’ spending and current market conditions, lower commodity and energy costs, favorable exchange rates and price increases. The cost reduction initiatives included workforce reductions and other employee cost saving actions, as well as the institution of tight controls over discretionary spending.  Partially offsetting these factors were higher product returns expense (excluding the aforementioned special $6.7 million charge in 2008) and a higher percentage of third-party sourced products which have lower margins than manufactured product.

Selling and warehousing expenses. Selling and warehousing expenses were $56.6 million in 2009; $6.3 million lower than 2008. The reduction was driven by cost saving initiatives to reduce headcount, and tight controls over discretionary spending. Selling and warehousing expenses were 6.4% of sales in 2009 and 7.1% in 2008.

General and administrative expenses. General and administrative expenses were $45.5 million in 2009 and $49.3 million in 2008, a decrease of $3.8 million.  Costs incurred in connection with our antitrust litigation (discussed in Item 3 and in Note 16 to the financial statements included in this Form 10-K) were $1.5 million in 2009 as compared to $4.0 million in 2008 accounting for $2.5 million of the decrease in general and administrative expenses.  The 2009 reduction also included the favorable effects of lower salary expense due to headcount reductions and lower bad debt expense. The reduction in 2009 compared to 2008 was also attributable to 2008 costs associated with establishing two factories in China. These cost reductions were partially offset by $1.8 million of higher severance expense in 2009 and higher other employee costs related to matters other than headcount.

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Restructuring costs. See Note 2 to the financial statements included in this Form 10-K.

Trademark impairment loss. See Note 9 to the financial statements included in this Form 10-K.

Patent litigation costs.  See Note 16 to the financial statements included in this Form 10-K for a discussion of estimated costs in connection with an unfavorable jury verdict on a patent infringement matter.

Interest expense, net. Net interest expense was $4.2 million lower in 2009 compared to 2008. This reduction was primarily due to lower interest rates in 2009.

Income tax expense. Income tax expense was $8.7 million higher in 2009 as compared to 2008 due to higher pre-tax income in 2009. For reasons why the effective tax rates in both years differ from statutory rates, see the table in Note 14 to the financial statements included in this Form 10-K, which reconciles income taxes computed at the U.S. federal statutory rate to income tax expense.

Net income. Due to the factors described above, we reported a net income of $29.9 million in 2009 compared to $9.1 million in 2008.

Net income attributable to United Components, Inc. After deducting losses attributable to a noncontrolling interest, net income attributable to United Components, Inc. was $30.6 million in 2009 compared to $9.9 million in 2008.

Year Ended December 31, 2008 compared with Year Ended December 31, 2007

Net sales. Net sales of $880.4 million in 2008 declined $89.4 million, or 9.2%, compared to net sales of $969.8 million in 2007. The 2007 sales included $12.1 million of sales to AutoZone in connection with the termination of the Pay-on-Scan program for certain UCI products. Sales in 2008 were reduced by a $6.7 million loss provision resulting from the unusually high level of warranty returns related to a category of parts. In connection with obtaining new business, sales were reduced by $7.8 million in 2008 and $7.5 million in 2007. These reductions were the result of accepting returns of the inventory of our customers’ previous suppliers in connection with securing new business with our customers.

Excluding the $12.1 million of 2007 sales associated with the termination of the Pay-on-Scan program, the 2008 $6.7 million warranty loss provision, and the effects of obtaining new business from both periods, sales were 7.3% lower in 2008 compared to 2007. This 7.3% decrease includes lower sales to all of our market channels. Automotive aftermarket sales that comprise approximately 87% of our sales were down approximately 7.7% compared to 2007. Within the automotive aftermarket channel, our traditional channel sales were down approximately 10.0% while retail channel sales were down approximately 2.5%. We believe the larger decline in the traditional sales channel is reflective of a shift to the retail channel as (i) consumers shift away from do-it-for-me to do-it-yourself and (ii) retail outlets expand their sales to commercial accounts. OEM sales, which comprise only 8% of our sales, decreased approximately 26.0% compared to 2007 due to the significant downturn in the automotive industry. We believe that the sales decline was due primarily to general economic conditions in the United States, including the impact of record gasoline prices on miles driven and consumers’ spending habits.

Gross profit. Gross profit, as reported, was $177.9 million for 2008 and $221.0 million for 2007. Both periods included special items which are presented in the following table along with a comparison of adjusted gross profit after excluding such special items. Adjusted gross profit is a non-GAAP financial measurement of our performance. This non-GAAP measure is not in accordance with, nor is it a substitute for, GAAP measures. It is intended to supplement our presentation of our financial results that are prepared in accordance with GAAP. We use adjusted gross profit as presented to evaluate and manage UCI’s operations internally. You are encouraged to evaluate each adjustment and whether you consider each to be appropriate.

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	2008		2007
	(in millions)
Gross profit, as reported	$	177.9	$	221.0
Add back special items:
Nonrecurring provision for warranty costs		6.7		—
Water pump integration costs		—		5.5
New business changeover and sales commitment costs		7.8		5.2
Facilities consolidation and severance costs		0.1		0.3
Costs to establish additional manufacturing in China		3.1		0.7
Resolution of pre-acquisition matters		—		(0.9	)
Reserve for resolution of disputed non-trade receivables		—		0.8
	$	195.6	$	232.6

The “Nonrecurring provision for warranty costs” in 2008 related to an unusually high level of warranty returns related to a specific category of parts. When these parts are subjected to certain conditions, they experience a higher than normal failure rate. As a result of the higher than normal failure rate, a $6.7 million warranty loss provision was recorded in 2008. We have modified the design of these parts to eliminate this issue.

The 2007 $5.5 million of “water pump integration costs” relate to the integration of the ASC water pump operation and the water pump operation that we owned before we acquired ASC. In 2007, we completed the integration, closed our previously owned factory, and transferred production to ASC. These costs include (i) costs and operating inefficiencies caused by the wind-down of our previously owned factory, (ii) transportation and other costs directly related to completing the integration, and (iii) a write-off of component parts that could not be used after production was transitioned to the ASC product design. The 2007 amount also included $0.8 million of costs incurred to minimize the write-off of component parts that would not be usable when production was transitioned to the ASC product design.

The 2008 $7.8 million and the 2007 $5.2 million of “new business changeover and sales commitment costs” were up-front costs incurred to obtain new business and to extend existing long-term sales commitments.

The 2008 $3.1 million and 2007 $0.7 million of “costs to establish additional manufacturing in China” related to start-up costs establishing two new factories in China.

Excluding the special items, adjusted gross profit decreased to $195.6 million in 2008 from $232.6 million in 2007, and the related gross margin percentage decreased to 21.9% in 2008 from 23.8% in 2007. The gross margin percentage is based on sales before the effects of obtaining new business and deducting the $6.7 million warranty loss provision in 2008, which are discussed in the net sales comparison above.

When comparing 2008 and 2007 gross profit excluding the special items, lower sales volume in 2008 was the largest factor in our gross profit decline. The 2008 results were also adversely affected by the impact of significantly higher energy and commodity costs and currency fluctuations. Inflation-driven wage increases and higher warranty expense also contributed to the lower profits in the 2008 period compared to 2007. Partially offsetting these adverse effects were the benefits of our ongoing manufacturing cost reduction initiatives.

Selling and warehousing expenses. Selling and warehousing expenses were $62.9 million in 2008, $1.7 million higher than 2007. The increase included additional upfront costs associated with new business with an existing customer and the addition of sales and marketing personnel in targeted areas. The increase also included the effects of inflation on employee related and other costs. The effect of lower sales volume partially offset these increases. Selling and warehousing expenses were 7.1% of sales in 2008 and 6.3% in 2007.

General and administrative expenses. General and administrative expenses were $49.3 million in 2008 and $49.2 million in 2007. 2008 included $4.0 million of costs incurred in connection with our antitrust litigation (discussed in Item 3 and in Note 16 to the financial statements included in this Form 10-K), inflation driven cost increases, $1.3 million higher expense for the cost of litigation and settlement of disputed matters, $2.2 million higher bad debt expense and $0.4 million of severance costs resulting from employee lay-offs. These cost increases were offset by lower employee bonus expense and $2.6 million lower stock option related costs.

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Restructuring costs. See Note 2 to the financial statements included in this Form 10-K.

Trademark impairment loss. See Note 9 to the financial statements included in this Form 10-K.

Interest expense, net. Net interest expense was $6.5 million lower in 2008 compared to 2007. This reduction was due to lower debt levels and lower interest rates in 2008. Also, accelerated amortization of deferred financing costs associated with the voluntary prepayments of debt was $0.5 million higher in 2007.

Income tax expense. Income tax expense was $12.3 million lower in 2008 as compared to 2007 due to lower pre-tax income in 2008. For reasons why the effective tax rates in both years differ from statutory rates, see the table in Note 14 to the financial statements included in this Form 10-K, which reconciles income taxes computed at the U.S. federal statutory rate to income tax expense.

Gain on sale of discontinued operations, net of tax. See Note 3 to the financial statements included in this Form 10-K.

Net income. Due to the factors described above, we reported a net income of $9.1 million in 2008 compared to $38.0 million in 2007.

Net income attributable to United Components, Inc. After deducting losses attributable to a noncontrolling interest, net income attributable to United Components, Inc. was $9.9 million in 2008 compared to $38.1 million in 2007.

Liquidity and Capital Resources

Historical Cash Flows

 Net cash provided by operating activities.

Year Ended December 31, 2009

Net cash provided by operating activities in 2009 was $129.3 million. Profits, before deducting depreciation and amortization, and other non-cash items, generated $64.3 million of cash. A decrease in inventory resulted in a generation of cash of $27.0 million. The decrease in inventory was due to (i) focused efforts to reduce inventory investments through improved inventory turns, (ii) higher sales in the fourth quarter of 2009 compared to the fourth quarter of 2008 and (iii) reduced material costs as compared to December 31, 2008 resulting from decreases in costs of certain commodities used in our operations. An increase in accounts payable resulted in a generation of cash of $7.2 million. The increase in accounts payable was due to initiatives with our vendors to reduce our working capital investment levels, which offset reductions in accounts payable related to the significantly lower inventory balances at December 31, 2009 compared to December 31, 2008. A decrease in accounts receivable resulted in a generation of cash of $1.0 million. The decrease in accounts receivable was due to an increase in factored accounts receivable during 2009.  This decrease was largely offset by an increase in sales of $25.6 million in the third and fourth quarters of 2009, as compared to the third and fourth quarters of 2008, and the impact of the higher mix of retail and traditional channel sales in relation to OEM and OES channels. Accounts receivable dating terms with OEM and OES customers are significantly shorter than retail and traditional customers. As a result of the higher mix of retail and traditional channel sales, gross account receivable days sales outstanding has increased. The effect of higher sales and changes in channel mix changes was partially offset by an increase in factored accounts receivable during 2009. Factored accounts receivable totaled $121.5 million and $80.1 million at December 31, 2009 and December 31, 2008, respectively.

UCI’s cash flow was also positively affected by $12.6 million because of an increase in UCI’s liability to Holdco, due primarily to UCI’s use of Holdco’s taxable losses to offset UCI taxes that would otherwise be payable in cash. Changes in all other assets and liabilities netted to a $17.2 million increase in cash. This amount consisted primarily of timing of payment of employee-related accrued liabilities, including salaries and wages, incentive compensation and employee insurance, timing of product returns and customer rebates and credits, timing of income tax payments and the accrual for the adverse patent litigation verdict.

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Year Ended December 31, 2008

Net cash provided by operating activities in 2008 was $32.4 million. Profits, before deducting depreciation and amortization, and other non-cash items, generated $52.9 million. An increase in accounts receivable and inventory resulted in the use of cash of $9.5 million and $19.1 million, respectively. The increase in accounts receivable was primarily due to increased days sales outstanding as a result of increased accounts receivable dating terms with certain customers, partially offset by lower sales in the latter half of 2008. Factored accounts receivable totaled $80.1 million and $81.1 million at December 31, 2008 and 2007, respectively. The increase in inventory was due to (i) lower than expected sales in the fourth quarter of 2008, (ii) higher inventory levels to support new business wins that began to ship in the first quarter of 2009, (iii) higher raw material costs resulting from the significant increases experienced in commodity costs in 2008 and (iv) increased production related to the ramp up of our Chinese operations. An increase in accounts payable resulted in a generation of cash of $3.0 million. An increase in amounts due to Holdco had a $6.2 million positive effect on cash. Changes in all other assets and liabilities netted to a $1.1 million use of cash. This amount included income tax refunds resulting from the carryback of 2006 operating losses to 2004, partially offset by employee-related accrued liabilities, including annual employee bonus and profit sharing payments, due to headcount reductions and the lower operating performance in 2008 as compared to 2007.

Year Ended December 31, 2007

Net cash provided by operating activities in 2007 was $93.1 million.  Profits, before deducting depreciation and amortization and the $3.6 million non-cash trademark impairment loss, and excluding the $1.8 million gain on the sale of Mexican land and building, generated $90.8 million.  An increase in accounts receivable resulted in the use of $24.9 million of cash.  This increase was the result of higher sales and, in certain cases, extended payment terms.  Net inventory reductions generated $15.4 million of cash.  An increase in accounts payable, due to normal fluctuations in the timing of purchases and payments, generated $9.8 million of cash.  An increase in amounts due to Holdco had a $11.3 million positive effect on cash.  This increase was primarily related to the payable due to Holdco for UCI’s use of Holdco’s federal tax benefit generated from its current taxable loss, which offset UCI’s federal current taxes payable.  The use of 2006 net operating losses lower tax payments that otherwise would have been paid by $3.3 million.  Changes in all other assets and liabilities netted to a $12.6 million negative effect on cash.

Net cash used in investing activities. Historically, net cash used in investing activities has been for capital expenditures, including routine expenditures for equipment replacement and efficiency improvements, offset by proceeds from the disposition of property, plant and equipment. Capital expenditures for the years ended December 31, 2009, 2008 and 2007 were $15.3 million, $31.9 million and $29.7 million, respectively. The lower capital expenditures in 2009 are the result of capital spending being limited to expenditures necessary to maintain current operations and projects that have short payback periods.  The 2008 and 2007 amounts included $3.6 million and $1.7 million, respectively, for our two new factories in China.

Proceeds from the sale of property, plant and equipment for the years ended December 31, 2009, 2008 and 2007 were $2.6 million, $0.4 million and $10.7 million, respectively. In 2009, in order to accommodate expected growth in the European market, our Spanish operation was relocated to a new leased facility resulting in the idling of an owned facility. Proceeds for 2009 primarily related to the sale of that facility.  In 2007, we received $6.6 million, net of fees and expenses, from the sale of the land and building of the Mexican filtration operation that was closed in 2006. Also in 2007, we received $2.2 million, net of fees and expenses, of additional proceeds from the 2006 sale of our lighting systems operations.

During the second quarter of 2009, we posted $9.4 million of cash to collateralize a letter of credit required by our workers’ compensation insurance carrier. Historically, assets pledged pursuant to the terms of our senior credit facility provided the collateral for the letters of credit. As a result of the revolving credit facility termination, we were required to post $9.4 million of cash to collateralize the letter of credit. This cash is recorded as “Restricted cash” as a component of long-term assets on UCI’s balance sheet at December 31, 2009. This cash is not available for general operating purposes as long as the letter of credit remains outstanding or until alternative collateral is posted.

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Net cash provided by / used in financing activities. Net cash used by financing activities in 2009 was $22.0 million.  Net cash provided by financing activities in 2008 was $4.6 million, while net cash used in financing activities in 2007 was $64.1 million.

Borrowings of $13.2 million during 2009 consisted solely of short-term borrowings payable to foreign credit institutions.  In 2008, we borrowed $20.0 million under our revolving credit line to increase our short-term liquidity in light of the current challenging capital markets. The $8.0 million remainder of our borrowings during 2008 consisted of short-term borrowings payable to foreign credit institutions. Borrowings of $20.8 million during 2007 consisted solely of short-term borrowings payable to foreign credit institutions.

During the second quarter of 2009, we repaid the $20.0 million of outstanding borrowings under our revolving credit facility.  In 2008 and 2007, we used cash on hand to voluntarily repay $10.0 million and $65.0 million, respectively, of our term loan. Additionally, during 2009, 2008 and 2007, our Spanish and Chinese subsidiaries repaid short-term notes borrowings to foreign credit institutions in the amount of $14.9 million, $12.9 million and $19.3 million, respectively.

Current Debt Capitalization and Scheduled Maturities

At December 31, 2009 and 2008, we had $131.9 million and $46.6 million of cash and cash equivalents, respectively. Outstanding debt was as follows (in millions):

	December 31,
	2009			2008
Short-term borrowings	$	3.5		$	5.2
Revolving credit line borrowing		—			20.0
Capital lease obligations		0.9			1.2
Term loan		190.0			190.0
Senior subordinated notes		230.0			230.0
Amount of debt requiring repayment		424.4			446.4
Unamortized debt discount		(2.2	)		(2.8	)
	$	422.2		$	443.6

Short-term borrowings are routine short-term borrowings by our foreign operations.

Because of previous prepayments of our term loan, we do not have any scheduled repayments of the senior credit facility term loan until December 2011. While there are no scheduled repayments until December 2011, the senior credit facility does require mandatory prepayments of the term loan when we generate Excess Cash Flow as defined in the senior credit facility. We generated Excess Cash Flow in the year ending December 31, 2009 resulting in a mandatory prepayment of $17.7 million, payable within 95 days of December 31, 2009. This mandatory prepayment is presented as a component of Current maturities of long-term debt in the Company’s Consolidated Balance Sheet at December 31, 2009.  The term loan matures in June 2012. Our $230.0 million senior subordinated notes are due in 2013.

In addition to the debt discussed above, our ultimate parent, UCI Holdco, has $324.1 million in Floating Rate Senior PIK Notes (the “Holdco Notes”) outstanding at December 31, 2009. The Holdco Notes do not appear on our balance sheet and the related interest expense is not included in our income statement. While UCI has no direct obligation under the Holdco Notes, UCI is the sole source of cash generation for UCI Holdco. The interest on the Holdco Notes is payable “in kind” until December 2011, so no cash interest is payable until after that date. Accordingly, the Holdco Notes will not have any material effect on the cash flow or liquidity of UCI until after that date. In addition, the covenants contained in the Holdco Notes indenture are substantially the same as those contained in the senior subordinated notes indenture, so we expect that the Holdco Notes will have no effect on the current operations of UCI.

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Below is a schedule of required future debt repayments. The 2010 amount consists primarily of the mandatory prepayment of term debt of $17.7 million resulting from the generation of Excess Cash Flow in 2009 and routine short-term borrowings by our foreign operations. The amounts are presented in millions of dollars.

2010	$	21.4
2011		41.0
2012		131.7
2013		230.1
2014		0.1
Thereafter		0.1
	$	424.4

The terms of UCI’s senior credit facility permit UCI to repurchase from time to time up to $75.0 million in aggregate principal amount of senior subordinated notes. As of March 19, 2010, we had not repurchased any of the senior subordinated notes, although we or UCI Holdco may, under appropriate market conditions, do so in the future through cash purchases or exchange offers, in open market, privately negotiated or other transactions. Similarly, we or UCI Holdco may from time to time seek to repurchase or retire the Holdco Notes. We will evaluate any such transactions in light of then-existing market conditions, taking into account contractual restrictions, our current liquidity and prospects for future access to capital. The amounts involved may be material.

Our significant debt service obligation is an important factor when assessing UCI’s liquidity and capital resources. At our December 31, 2009 debt level and borrowing rates, annual interest expense, including amortization of deferred financing costs and debt discount, is approximately $27.5 million. An increase of 0.25 percentage points (25 basis points) on our variable interest rate debt would increase our annual interest cost by $0.5 million.

Covenant Compliance

Our senior credit facility requires us to maintain certain financial covenants and requires mandatory prepayments under certain events as defined in the agreement. Also, the facilities include certain negative covenants restricting or limiting our ability to, among other things: declare dividends or redeem stock; prepay certain debt; make loans or investments; guarantee or incur additional debt; make capital expenditures; engage in acquisitions or other business combinations; sell assets and alter our business. In addition, the senior credit facility contains the following financial covenants: a maximum leverage ratio and a minimum interest coverage ratio. The financial covenants are calculated on a trailing four consecutive quarters basis. As of December 31, 2009, we were in compliance with all of these covenants.

Our covenant compliance levels and ratios for the quarter ended December 31, 2009 are as follows:

	Covenant Compliance Level for the Quarter Ended December 31, 2009			Actual Ratios
Minimum Adjusted EBITDA to interest expense ratio		2.80	x		4.54	x
Maximum total debt to Adjusted EBITDA ratio		4.10	x		3.17	x

The minimum interest coverage ratio and maximum leverage ratio levels become increasingly more restrictive over time. The senior credit facility provides for a minimum Adjusted EBITDA to interest expense ratio and a maximum total debt to Adjusted EBITDA ratio as set forth opposite the corresponding fiscal quarter.

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	Minimum Adjusted EBITDA to Interest Expense Covenant Compliance Level			Maximum Total Debt to Adjusted EBITDA Covenant Compliance Level
Quarter ending March 31, 2010		3.00	x		3.75	x
Quarter ending June 30, 2010		3.00	x		3.75	x
Quarter ending September 30, 2010 and thereafter		3.00	x		3.50	x

Adjusted EBITDA is used to determine our compliance with many of the covenants contained in our senior credit facilities. Adjusted EBITDA is defined as EBITDA further adjusted to exclude unusual items and other adjustments permitted by our lenders in calculating covenant compliance under our senior credit facility.

We believe that the inclusion of debt covenant related adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our financing covenants.

A breach of covenants in our senior credit facilities that are tied to ratios based on Adjusted EBITDA could result in a default under those facilities and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under our senior subordinated notes.

EBITDA and Adjusted EBITDA are not recognized terms under U.S. GAAP (Accounting Principles Generally Accepted in the United States) and do not purport to be alternatives to net income as a measure of operating performance. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements.

The following table reconciles net income to EBITDA and Adjusted EBITDA (dollars in millions):

	Trailing Four Quarters Ended Dec. 31, 2009
Net income attributable to UCI	$	30.6
Interest, net of minority interest		30.0
Income tax expense		16.5
Depreciation, net of minority interest		27.9
Amortization		8.5
EBITDA		113.5
Special items:
Restructuring costs, net		1.2
Reduction in force severance		2.8
Patent litigation costs		7.0
Cost of defending class action litigation		1.5
New business changeover cost and sales commitment costs		5.0
Establishment of new facilities in China		0.5
Non-cash charges (stock options expense)		0.4
Management fee		2.0
Adjusted EBITDA	$	133.9

Management’s Action Plan and Outlook

Our primary sources of liquidity currently are cash on hand, cash flow from operations and accounts receivable factoring arrangements.  At December 31, 2009, we had $131.9 million of cash and cash equivalents on hand.

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Accounts Receivable Factoring

Factoring of customer trade accounts receivable is a significant part of our liquidity. Subject to certain limitations, UCI’s credit agreement for its senior credit facility permits sales of and liens on receivables, which are being sold pursuant to factoring arrangements. At December 31, 2009, we had factoring relationships with eight banks. The terms of these relationships are such that the banks are not obligated to factor any amount of receivables. Because of the current challenging capital markets, it is possible that these banks may not have the capacity or willingness to fund these factoring arrangements at the levels they have in the past, or at all.

We sold approximately $225.9 million of receivables in 2009 and approximately $197.9 million in 2008. If receivables had not been factored, $121.5 million and $80.1 million of additional receivables would have been outstanding at December 31, 2009 and December 31, 2008, respectively. If we had not factored these receivables, we would have had to finance these receivables in some other way or reduce cash on hand. Our short-term cash projections assume a fairly constant level of factored accounts receivable with the $121.5 million at December 31, 2009.

Short-Term Liquidity Outlook

As a result of the termination of the revolving credit facility in 2009, our ability to make scheduled payments of principal or interest on, or to refinance, our indebtedness or to fund capital expenditures will depend on our ability to generate cash from operations and from factoring arrangements as discussed previously. Such cash generation is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

In addition to the increased level of factoring previously discussed, we implemented a number of measures to improve the level of cash generated by our operations in order to increase our liquidity and to align our cost structure with our customers’ spending and current market conditions. These restructuring activities included:

• Employment cost savings — we implemented hourly and salaried workforce reductions across all overhead and selling, general and administrative cost centers to align staffing levels with current business levels. At December 31, 2009, we had approximately 4,350 employees as compared to approximately 4,900 at December 31, 2008. Additionally in 2009, we implemented wage freezes, suspended certain matching contributions to defined contribution and profit sharing plans and other cost reduction activities.  The wage freeze and suspension of certain matching contributions continues into 2010.

• Additional cost savings — in 2009, we critically evaluated overall overhead and selling, general and administrative discretionary spending and have instituted tight controls over discretionary spending, requiring additional approvals for all such spending across the Company.  The same tight controls over discretionary spending continue into 2010.

2007 and 2008 capital spending levels were higher than 2009 spending levels. Spending levels in 2007 and 2008 included $5.3 million for our two new facilities in China which are substantially complete, as well as funds to support other strategic initiatives. As part of our plans to conserve cash, 2009 capital spending was limited to expenditures necessary to maintain current operations and projects that have short payback periods.  2010 capital expenditures are expected to be in the range of $30 million to $33 million. This increase over 2009 primarily relates to funding specific targeted cost reduction opportunities.

Additionally, we will continue to aggressively manage our investment in working capital.

Based on our forecasts, we believe that cash flow from operations and available cash will be adequate to service debt, meet liquidity needs, and fund necessary capital expenditures for the next twelve months.

Long-Term Liquidity Outlook

As presently structured, UCI would be the sole source of cash for the payment of cash interest on the Holdco Notes beginning in 2012, and we can give no assurance that the cash for those interest payments will be available. In the future, we may also need to refinance all or a portion of the principal amount of the senior subordinated notes and/or senior credit facility borrowings, on or prior to maturity. If refinancing is necessary, there can be no assurance that we will be able to secure such financing on acceptable terms, or at all.

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Contractual Obligations

The following table is a summary of contractual cash obligations at December 31, 2009 (in millions):

	Payments Due by Period
	Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years		Total
Debt repayments (excluding interest) (1)	$	21.4	$	172.7	$	230.2	$	0.1	$	424.4
Interest payments (2)		25.8		48.8		10.1	See (2) below			84.7
Estimated pension funding (3)		3.1		20.4		21.7	See (3) below			45.2
Other postretirement benefit payments (4)		0.7		1.3		1.5	See (4) below			3.5
Operating leases		5.8		8.8		6.8		12.2		33.6
Purchase obligations (5)		70.9		—		—		—		70.9
Management fee (6)		2.0		4.0		4.0	See (6) below			10.0
Unrecognized tax benefits (7)
Employment agreements		0.5		—		—		—		0.5
Total contractual cash obligations	$	130.2	$	256.0	$	274.3	$	12.3	$	672.8

(1) Does not include the $324.1 million of Holdco Notes outstanding. See Note 13 to the financial statements included in this Form 10-K.

(2) Estimated interest payments are based on the assumption that (i) December 31, 2009 interest rates will prevail throughout all future periods, (ii) debt is repaid on its due date, and (iii) no new debt is issued. Interest payments beyond year 5 are less than $0.1 million. Nevertheless, estimated interest payments were excluded from the table after year 5.

(3) Estimated pension funding is based on the current composition of pension plans and current actuarial assumptions. Pension funding will continue beyond year 5. Nevertheless, estimated pension funding is excluded from the table after year 5. See Note 15 to the financial statements included in this Form 10-K for the funding status of the Company’s pension plans at December 31, 2009.

(4) Estimated benefit payments are based on current actuarial assumptions. Benefit payments will continue beyond year 5. Nevertheless, estimated payments are excluded from the table after year 5. See Note 15 to the financial statements included in this Form 10-K for the funding status of the Company’s other postretirement benefit plans at December 31, 2009.

(5) Included in the purchase obligations is $8.2 million related to property, plant and equipment. The remainder is for materials, supplies and services routinely used in the Company’s normal operations.

(6) The management fee is excluded from the table after year 5. The management fee is expected to continue at an annual rate of $2.0 million as long as the ownership of the Company does not change.

(7) Possible payments of $4.2 million related to unrecognized tax benefits are not included in the table because management cannot make reasonable reliable estimates of when cash settlement will occur, if ever. These unrecognized tax benefits are discussed in Note 14 to the financial statements included in this Form 10-K.

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Commitments and Contingencies

Environmental

UCI is subject to a variety of federal, state, local and foreign environmental laws and regulations, including those governing the discharge of pollutants into the air or water, the management and disposal of hazardous substances or wastes, and the cleanup of contaminated sites. UCI has been identified as a potentially responsible party for contamination at two sites. One of these sites is a former facility in Edison, New Jersey (the “New Jersey Site”), where a state agency has ordered UCI to continue with the monitoring and investigation of chlorinated solvent contamination. The New Jersey Site has been the subject of litigation to determine whether a neighboring facility was responsible for contamination discovered at the New Jersey Site. A judgment has been rendered in that litigation to the effect that the neighboring facility is not responsible for the contamination. UCI is analyzing what further investigation and remediation, if any, may be required at the New Jersey Site. The second site is a previously owned site in Solano County, California (the “California Site”), where UCI, at the request of the regional water board, is investigating and analyzing the nature and extent of the contamination and is conducting some remediation. Based on currently available information, management believes that the cost of the ultimate outcome of the environmental matters related to the New Jersey Site and the California Site will not exceed the $1.6 million accrued at December 31, 2009 by a material amount, if at all. However, because all investigation and analysis has not yet been completed and due to the inherent uncertainty in such environmental matters, it is possible that the ultimate outcome of these matters could have a material adverse effect on results for a single quarter. Expenditures for these environmental matters totaled $0.4 million in each 2009, 2008 and 2007.

In addition to the two matters discussed above, UCI has been named as a potentially responsible party at a site in Calvert City, Kentucky (the “Kentucky Site”). UCI estimates settlement costs at $0.1 million for this site. Also, UCI is involved in regulated remediation at two of its manufacturing sites (the “Manufacturing Sites”). The combined cost of the remaining remediation at such Manufacturing Sites is $0.3 million. UCI anticipates that the majority of the $0.4 million reserved for settlement and remediation costs will be spent in the next year. To date, the expenditures related to the Kentucky Site and the Manufacturing Sites have been immaterial.

Antitrust Litigation

We are subject to litigation and investigation related to pricing of aftermarket oil, air, fuel and transmission filters, as described in “Part I, Item 3. Legal Proceedings” in this Form 10-K.  We intend to vigorously defend against these claims.  No amounts, other than ongoing defense costs, have been recorded in the financial statements for this matter.

Value-added Tax Receivable

UCI’s Mexican operation has outstanding receivables denominated in Mexican pesos in the amount of $3.7 million from the Mexican Department of Finance and Public Credit, which are included in the balance sheet in “Other current assets”. The receivables relate to refunds of Mexican value-added tax, to which UCI believes it is entitled in the ordinary course of business. The local Mexican tax authorities have rejected UCI’s claims for these refunds, and UCI has commenced litigation in the regional federal administrative and tax courts in Monterrey to order the local tax authorities to process these refunds.

Patent Litigation

Champion is a defendant in litigation with Parker-Hannifin Corporation pursuant to which Parker-Hannifin claims that certain of Champion’s products infringe a Parker-Hannifin patent. On December 11, 2009, following trial, a jury verdict was reached, finding in favor of Parker-Hannifin with damages of approximately $6.5 million.  No judgment has yet been entered by the court in this matter.  Champion continues to vigorously defend this matter; however, there can be no assurance with respect to the outcome of litigation. UCI has recorded a $6.5 million liability in the financial statements for this matter.

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Other Litigation

UCI is subject to various other contingencies, including routine legal proceedings and claims arising out of the normal course of business. These proceedings primarily involve commercial claims, product liability claims, personal injury claims and workers’ compensation claims. The outcome of these lawsuits, legal proceedings and claims cannot be predicted with certainty. Nevertheless, UCI believes that the outcome of any currently existing proceedings, even if determined adversely, would not have a material adverse effect on UCI’s financial condition or results of operations.

Recently Adopted Accounting Guidance

See the Recently Adopted Accounting Guidance section of Note 1 to the Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

Recently Issued Accounting Guidance

See the Recently Issued Accounting Guidance section of Note 1 to the Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk consists of foreign currency exchange rate fluctuations and changes in interest rates.

Foreign Currency Exposure

Currency translation. As a result of international operating activities, we are exposed to risks associated with changes in foreign exchange rates, principally exchange rates between the U.S. dollar and the Mexican peso, British pound and the Chinese Yuan. The results of operations of our foreign subsidiaries are translated into U.S. dollars at the average exchange rates for each relevant period, except for our Chinese subsidiaries, where cost of sales is translated primarily at historical exchange rates. This translation has no impact on our cash flow. However, as foreign exchange rates change, there are changes to the U.S. dollar equivalent of sales and expenses denominated in foreign currencies. In 2009, approximately 8% of our net sales were made by our foreign subsidiaries. Their combined net income was not material. While these results, as measured in U.S. dollars, are subject to foreign exchange rate fluctuations, we do not consider the related risk to be material to our financial condition or results of operations.

Except for the Chinese subsidiaries, the balance sheets of foreign subsidiaries are translated into U.S. dollars at the closing exchange rates as of the relevant balance sheet date. Any adjustments resulting from the translation are recorded in accumulated other comprehensive income (loss) on our statements of changes in shareholder’s equity. For our Chinese subsidiaries, non-monetary assets and liabilities are translated into U.S. dollars at historical rates and monetary assets and liabilities are translated into U.S. dollars at the closing exchange rate as of the relevant balance sheet date. Adjustments resulting from the translation of the balance sheets of our Chinese subsidiaries are recorded in our income statements.

Currency transactions. Currency transaction exposure arises where actual sales and purchases are made by a company in a currency other than its own functional currency. In 2010, we expect to source approximately $112 million of components from China. To the extent possible, we structure arrangements where the purchase transactions are denominated in U.S. dollars as a means to minimize near-term exposure to foreign currency fluctuations.  During the period from December 31, 2007 through June 30, 2008, the Chinese Yuan strengthened against the U.S. dollar by approximately 6%. Since June 30, 2008, the relationship of the U.S. dollar to the Chinese Yuan has remained stable.

A weakening U.S. dollar means that we must pay more U.S. dollars to obtain components from China, which equates to higher cost of sales. If we are unable to negotiate commensurate price decreases from our Chinese suppliers, these higher prices would eventually translate into higher cost of sales. In that event we would attempt to obtain corresponding price increases from our customers, but there are no assurances that we would be successful.

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Our Mexican operations source a significant amount of inventory from the United States. During the period September 30, 2008 through March 31, 2009, the U.S. dollar strengthened against the Mexican peso by approximately 33%. During the period March 31, 2009 through December 31, 2009, the U.S. dollar weakened against the Mexican peso by approximately 11%, partially offsetting the trend experienced in the prior six months. A strengthening U.S. dollar against the Mexican peso means that our Mexican operations must pay more pesos to obtain inventory from the United States. These higher prices translate into higher cost of sales for our Mexican operations. We are attempting to obtain corresponding price increases from our customers served by our Mexican operations, but the weakness in the Mexican economy has limited the ability to entirely offset the higher cost of sales.

We will continue to monitor our transaction exposure to currency rate changes and may enter into currency forward and option contracts to limit the exposure, as appropriate. Gains and losses on contracts are deferred until the transaction being hedged is finalized. As of December 31, 2009, we had no foreign currency contracts outstanding. We do not engage in speculative activities.

Interest Rate Risk

We utilize, and we will continue to utilize, sensitivity analyses to assess the potential effect of our variable rate debt. If variable interest rates were to increase by 0.25% per annum, the net impact would be a decrease of approximately $0.3 million of our net income and cash flow.

Treasury Policy

Our treasury policy seeks to ensure that adequate financial resources are available for the development of our businesses while managing our currency and interest rate risks. Our policy is to not engage in speculative transactions. Our policies with respect to the major areas of our treasury activity are set forth above.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	47
Consolidated Financial Statements
Consolidated Balance Sheets	48
Consolidated Income Statements	49
Consolidated Statements of Cash Flows	50
Consolidated Statements of Changes in Shareholder’s Equity	51
Notes to Consolidated Financial Statements	52

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholder

United Components, Inc. and subsidiaries

We have audited the accompanying consolidated balance sheets of United Components, Inc. and subsidiaries (the “Company”) (a Delaware corporation) as of December 31, 2009 and 2008, and the related consolidated statements of income, shareholder’s equity and cash flows for each of the three years in the period ended December 31, 2009.These consolidated financial statements are the responsibility of the Company’s management.Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting.Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of United Components, Inc. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1, the Company’s consolidated financial statements have been adjusted retrospectively for presentation associated with noncontrolling interests in 2009 and, as discussed in Note 14, the Company changed its method of accounting for uncertain tax positions in 2007. 

/s/ GRANT THORNTON LLP

Cincinnati, Ohio

March 19, 2010

47

United Components, Inc.

Consolidated Balance Sheets

(in thousands)

	December 31,
	2009			2008
Assets
Current assets
Cash and cash equivalents	$	131,913		$	46,612
Accounts receivable, net		261,210			261,624
Inventories, net		133,058			159,444
Deferred tax assets		30,714			24,245
Other current assets		23,499			19,452
Total current assets		580,394			511,377
Property, plant and equipment, net		149,753			167,906
Goodwill		241,461			241,461
Other intangible assets, net		68,030			74,606
Deferred financing costs, net		1,843			2,649
Restricted cash		9,400			—
Other long-term assets		6,304			1,823
Total assets	$	1,057,185		$	999,822
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	111,898		$	104,416
Short-term borrowings		3,460			25,199
Current maturities of long-term debt		17,925			422
Accrued expenses and other current liabilities		106,981			85,730
Total current liabilities		240,264			215,767
Long-term debt, less current maturities		400,853			418,025
Pension and other postretirement liabilities		70,802			79,832
Deferred tax liabilities		8,546			3,560
Due to UCI Holdco		30,105			17,535
Other long-term liabilities		6,672			2,540
Total liabilities		757,242			737,259
Contingencies — Note 16
Equity
United Components, Inc. shareholder’s equity
Common stock		—			—
Additional paid in capital		278,756			278,430
Retained earnings		51,879			21,243
Accumulated other comprehensive loss		(32,502	)		(39,600	)
Total United Components, Inc. shareholder’s equity		298,133			260,073
Noncontrolling interest		1,810			2,490
Total equity		299,943			262,563
Total liabilities and equity	$	1,057,185		$	999,822

The accompanying notes are an integral part of these statements.

48

United Components, Inc.

Consolidated Income Statements

(in thousands)

	Year ended December 31,
	2009			2008			2007
Net sales	$	884,954		$	880,441		$	969,782
Cost of sales		685,356			702,522			748,822
Gross profit		199,598			177,919			220,960
Operating (expenses) income
Selling and warehousing		(56,598	)		(62,906	)		(61,146	)
General and administrative		(45,525	)		(49,320	)		(49,239	)
Amortization of acquired intangible assets		(5,758	)		(6,349	)		(7,000	)
Restructuring (costs) gains (Note 2)		(923	)		(2,380	)		802
Trademark impairment loss (Note 9)		—			(500	)		(3,600	)
Patent litigation costs (Note 16)		(7,002	)		—			—
Operating income		83,792			56,464			100,777
Other expense
Interest expense, net		(30,001	)		(34,192	)		(40,706	)
Management fee expense		(2,000	)		(2,000	)		(2,000	)
Miscellaneous, net		(5,458	)		(3,507	)		(2,867	)
Income before income taxes		46,333			16,765			55,204
Income tax expense		(16,377	)		(7,656	)		(19,953	)
Net income from continuing operations		29,956			9,109			35,251
Gain on sale of discontinued operations, net of tax (Note 3)		—			—			2,707
Net income		29,956			9,109			37,958
Less: Loss attributable to noncontrolling interest		(680	)		(818	)		(128	)
Net income attributable to United Components, Inc.	$	30,636		$	9,927		$	38,086

The accompanying notes are an integral part of these statements.

49

United Components, Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Year ended December 31,
	2009			2008			2007
Cash flows from operating activities:
Net income attributable to United Components, Inc.	$	30,636		$	9,927		$	38,086
Less:
Gain on sale of discontinued operations, net of tax		—			—			2,707
Net income from continuing operations		30,636			9,927			35,379
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of other intangible assets		37,134			36,970			35,308
Amortization of deferred financing costs and debt issuance costs		1,439			1,684			2,083
Deferred income taxes		(5,205	)		796			12,883
Gain on sale of Mexican land and building		—			—			(1,716	)
Trademark impairment loss		—			500			3,600
Other non-cash, net		259			2,978			3,232
Changes in operating assets and liabilities
Accounts receivable		1,017			(9,538	)		(24,908	)
Inventories		27,007			(19,088	)		15,403
Other current assets		(3,863	)		9,513			304
Accounts payable		7,237			2,955			9,833
Accrued expenses and other current liabilities		20,983			(9,414	)		(2,501	)
Other assets		1,057			252			(2,152	)
Due to UCI Holdco		12,570			6,205			11,330
Other long-term liabilities		(958	)		(1,317	)		(4,948	)
Net cash provided by operating activities		129,313			32,423			93,130
Cash flows from investing activities:
Proceeds from sale of Mexican land and building		—			—			6,637
Proceeds from sale of discontinued operations, net of transaction costs and cash sold		—			—			2,202
Capital expenditures		(15,266	)		(31,940	)		(29,687	)
Proceeds from sale of property, plant and equipment		2,566			421			1,836
Increase in restricted cash		(9,400	)		—			—
Net cash used in investing activities		(22,100	)		(31,519	)		(19,012	)
Cash flows from financing activities:
Issuance of debt		13,187			27,993			20,760
Debt repayments		(35,227	)		(23,407	)		(84,884	)
Net cash (used in) provided by financing activities		(22,040	)		4,586			(64,124	)
Effect of exchange rate changes on cash		128			(318	)		(77	)
Net increase in cash and cash equivalents		85,301			5,172			9,917
Cash and cash equivalents at beginning of year		46,612			41,440			31,523
Cash and cash equivalents at end of year	$	131,913		$	46,612		$	41,440

The accompanying notes are an integral part of these statements.

50

United Components, Inc.

Consolidated Statements of Changes in Shareholder’s Equity

(in thousands)

	United Components, Inc. Shareholder’s Equity
	Common Stock		Additional Paid In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total Equity			Comprehensive Income (Loss)
Balance at January 1, 2007	$	—	$	273,749		$	(26,433	)	$	(2,534	)	$	3,436		$	248,218
Adjustment to adopt accounting for uncertainty in income taxes							(337	)								(337	)
Recognition of stock based compensation expense				3,445												3,445
Tax effect of exercise of UCI Holdco stock options				547												547
Comprehensive income
Net income							38,086						(128	)		37,958		$	38,086
Other comprehensive income (loss)
Interest rate swaps (after $293 of income tax)										(478	)					(478	)		(478	)
Foreign currency (after $68 of income tax)										845						845			845
Pension and OPEB liability (after $(5,565) of income tax)										8,929						8,929			8,929
Total comprehensive income																		$	47,382
Balance at December 31, 2007	$	—	$	277,741		$	11,316		$	6,762		$	3,308		$	299,127
Balance at January 1, 2008	$	—	$	277,741		$	11,316		$	6,762		$	3,308		$	299,127
Recognition of stock based compensation expense				833												833
Tax effect of exercise of UCI Holdco stock options				(144	)											(144	)
Comprehensive income
Net income							9,927						(818	)		9,109		$	9,927
Other comprehensive income (loss)
Interest rate swaps (after $3 of income tax)										4						4			4
Foreign currency (after $(134) of income tax)										(4,357	)					(4,357	)		(4,357	)
Pension and OPEB liability (after $25,994 of income tax)										(42,009	)					(42,009	)		(42,009	)
Total comprehensive loss																		$	(36,435	)
Balance at December 31, 2008	$	—	$	278,430		$	21,243		$	(39,600	)	$	2,490		$	262,563
Balance at January 1, 2009	$	—	$	278,430		$	21,243		$	(39,600	)		2,490		$	262,563
Recognition of stock based compensation expense				350												350
Tax effect of exercise of UCI Holdco stock options				(24	)											(24	)
Comprehensive income
Net income							30,636						(680	)		29,956		$	30,636
Other comprehensive income
Foreign currency (after $(213) of income tax)										1,242						1,242			1,242
Pension and OPEB liability (after $(3,622) of income tax)										5,856						5,856			5,856
Total comprehensive income																		$	37,734
Balance at December 31, 2009	$	—	$	278,756		$	51,879		$	(32,502	)	$	1,810		$	299,943

The accompanying notes are an integral part of these statements.

51

United Components, Inc.

Notes to Consolidated Financial Statements

NOTE 1 — GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

United Components, Inc. is an indirect wholly-owned subsidiary of UCI Holdco, Inc. (“Holdco”). Holdco and United Components, Inc. are corporations formed at the direction of The Carlyle Group. At December 31, 2009, affiliates of The Carlyle Group owned 90.8% of Holdco’s common stock, and the remainder was owned by certain current and former members of United Components, Inc.’s senior management and board of directors. At December 31, 2009, Holdco had $324.1 million of Floating Rate Senior PIK Notes (the “Holdco Notes”) outstanding. While United Components, Inc. has no direct obligation under the Holdco Notes, United Components, Inc. is the sole source of cash generation for Holdco. The Holdco Notes do not appear on United Components, Inc.’s balance sheet and the related interest expense is not included in United Components, Inc.’s income statement. See Note 13.

In these notes to the financial statements, the term “UCI” refers to United Components, Inc. and its subsidiaries and the term “United Components” refers to United Components, Inc. without its subsidiaries.

UCI operates through its subsidiaries. UCI manufactures and distributes vehicle parts, primarily servicing the vehicle replacement parts market in North America and Europe.

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of United Components, its wholly-owned subsidiaries and a 51% owned joint venture. All significant intercompany accounts and transactions have been eliminated.

Revenue Recognition

UCI records sales when title has transferred to the customer, the sales price is fixed and determinable, and the collection of the related accounts receivable is reasonably assured.

Provisions for estimated sales returns, allowances and warranty costs are recorded when the sales are recorded. Sales returns, allowances and warranty costs are estimated based upon historical experience, current trends, and UCI’s expectations regarding future experience. Adjustments to such returns, allowances, and warranty costs are made as new information becomes available.

In order to obtain exclusive contracts with certain customers, UCI may incur up-front costs or assume the cost of returns of products sold by the previous supplier. These costs are capitalized and amortized over the life of the contract. The amortized amounts are recorded as a reduction of sales.

New business changeover costs also can include the costs related to removing a new customer’s inventory and replacing it with UCI inventory, commonly referred to as a “stocklift.” Stocklift costs are recorded as a reduction to revenue when incurred.

52

United Components, Inc.

Notes to Consolidated Financial Statements

Cash Equivalents

Certificates of deposit, commercial paper, and other highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

Allowance for Doubtful Accounts

UCI generally does not require collateral for its trade accounts receivable. Accounts receivable have been reduced by an allowance for amounts that may become uncollectible in the future. These allowances are established based on a combination of write-off history, aging analysis, and specific account evaluations. When a receivable balance is known to be uncollectible, it is written off against the allowance for doubtful accounts.

Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using standard or average cost, which approximates the first-in, first-out method. Inventories are reduced by an allowance for excess and obsolete inventories, based on UCI’s review of on-hand inventories. The expense of inventory write-downs is included in cost of sales.

Depreciation and Amortization

Depreciation of property, plant and equipment is provided on a straight-line basis, over the estimated service lives of the assets. Leasehold improvements are amortized over the shorter of their service life or the remaining term of the lease.

Major renewals and improvements of property, plant and equipment are capitalized, and repairs and maintenance costs are expensed as incurred. Repairs and maintenance expenses for the years ended December 31, 2009, 2008 and 2007 were $4.4 million, $6.1 million, and $5.7 million, respectively.

Most of UCI’s trademarks have indefinite lives and are not amortized; instead they are subject to impairment evaluations. Trademarks with finite lives and other intangible assets are amortized over their useful lives on an accelerated or straight-line basis commensurate with the expected benefits received from such intangible assets.

Goodwill and Trademarks with Indefinite Lives

Goodwill is subject to annual review unless conditions arise that require a more frequent evaluation. The review for impairment is based on a two-step accounting test. The first step is to compare the estimated fair value of UCI with the recorded net book value (including the goodwill). If the estimated fair value is higher than the recorded net book value, no impairment is deemed to exist and no further testing is required. If, however, the estimated fair value is below the recorded net book value, then a second step must be performed to determine the goodwill impairment required, if any. In this second step, the estimated fair value from the first step is used as the purchase price in a hypothetical acquisition. Purchase business combination accounting rules are followed to determine a hypothetical purchase price allocation to the reporting unit’s assets and liabilities. The residual amount of goodwill that results from this hypothetical purchase price allocation is compared to the recorded amount of goodwill, and the recorded amount is written down to the hypothetical amount, if lower.

53

United Components, Inc.

Notes to Consolidated Financial Statements

UCI performs its annual goodwill impairment review in the fourth quarter of each year using discounted future cash flows of UCI’s one reporting unit. Management retains the services of an independent valuation company in order to assist in evaluating the estimated fair value of the company. The process of evaluating the potential impairment of goodwill is subjective because it requires the use of estimates and assumptions as to future cash flows of the company and discount rates commensurate with the risks involved in the assets. Although the Company bases cash flow forecasts on assumptions that are consistent with plans and estimates we use to manage our company, there is significant judgment in determining the cash flows. Based upon the results of the annual impairment review, it was determined that the fair value of our company significantly exceeded the carrying value of the assets and no impairment existed.

Trademarks with indefinite lives are tested for impairment on an annual basis in the fourth quarter, unless conditions arise that would require a more frequent evaluation. In assessing the recoverability of these assets, projections regarding estimated discounted future cash flows and other factors are made to determine if an impairment has occurred. If UCI concludes that there has been an impairment, UCI will write down the carrying value of the asset to its fair value. In 2008 and 2007, UCI recorded trademark impairment losses of $0.5 million and $3.6 million, respectively.

Each year, UCI evaluates those trademarks with indefinite lives to determine whether events and circumstances continue to support the indefinite useful lives. Other than the trademark impairment mentioned above, UCI has concluded that events and circumstances continue to support the indefinite lives of these trademarks.

Impairment of Long-Lived Assets, other than Goodwill and Trademarks with Indefinite Lives and Long-Lived Assets to be Disposed of

UCI evaluates all of its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of such long-lived assets is measured by a comparison of the carrying amount of the asset to the future undiscounted net cash flows that are expected to be generated by the asset. If the carrying amount exceeds the expected undiscounted future cash flows, the asset is considered to be impaired. If an asset is considered to be impaired, it is written down to fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. See Notes 2 and 9 for impairment losses recorded in 2009, 2008 and 2007.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for operating losses and tax credit carryforwards. UCI establishes valuation allowances against operating losses and tax credit carryforwards when the ability to fully utilize these benefits is determined to be uncertain. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date.

UCI records a liability for uncertain tax positions where management concludes that the likelihood of sustaining such positions upon examination by taxing authorities is less than “more likely than not.” UCI also records any interest and penalties related to these unrecognized tax benefits as a component of “Income tax expense.”

Foreign Currency Translation

Chinese operations — The functional currency of UCI’s Chinese operations is the U.S. dollar. Income statements of these operations are translated into U.S. dollars at the average exchange rates for each relevant period, except for cost of sales, which is translated primarily at historical exchange rates. Non-monetary assets and liabilities are translated into U.S. dollars at historical rates, and monetary assets and liabilities are translated at the closing exchange rate as of the applicable balance sheet date. Adjustments resulting from the translation of the balance sheet are recorded in the income statement.

54

United Components, Inc.

Notes to Consolidated Financial Statements

All other foreign operations — The functional currency for all other foreign operations is their local currency. Income statements of these operations are translated into U.S. dollars using the average exchange rates during the applicable period. Assets and liabilities of these operations are translated into U.S. dollars using the exchange rates in effect at the applicable balance sheet date. Resulting cumulative translation adjustments are recorded as a component of shareholder’s equity in “Accumulated other comprehensive income (loss).”

Foreign Currency Transactions

Transaction foreign exchange gains and losses are included in “Cost of sales” in the income statement. The net foreign exchange gains (losses) were $(0.3) million, $(2.6) million and $0.5 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Reporting of Comprehensive Income (Loss)

Comprehensive income (loss) includes (i) net income (loss), (ii) the cumulative effect of translating balance sheets of certain foreign subsidiaries to U.S. dollars, (iii) the effect of adjusting interest rate swaps to market, and (iv) the recognition of pension liabilities. The last three are not included in the income statement and are reflected as adjustments to shareholder’s equity.

Financial Statement Presentation

The following provides a description of certain items that appear in the income statement:

Net sales includes gross sales less deductions for incentive rebate programs, product returns, allowances and discounts. Shipping and handling fees that are billed to customers are classified as revenues.

Cost of sales includes all costs required to bring a product to a ready-for-sale condition. Such costs include direct and indirect materials (net of vendor consideration), direct and indirect labor costs (including pension, postretirement and other fringe benefits), supplies, utilities, depreciation, insurance, shipping and other costs. Cost of sales also includes the procurement, packaging, and shipping of products purchased for resale.

Selling and warehousing expenses includes costs of selling and marketing, warehousing, technical services and distribution. The major cost elements for this line item include salaries and wages (including pension, postretirement and other fringe benefits), freight, depreciation and advertising.

Advertising is expensed as incurred. Advertising expense for the years ended December 31, 2009, 2008 and 2007 was $1.5 million, $2.9 million, and $2.9 million, respectively.

General and administrative expenses includes the costs of executive, accounting and administrative personnel (including pension, postretirement and other fringe benefits), professional fees, insurance, provisions for doubtful accounts, rent and information technology costs.

Environmental Liabilities

UCI accrues for environmental investigation, remediation and penalty costs when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The liability is determined on an undiscounted cash flow basis and is not reduced for potential claims for recovery. Claims for recovery are recognized as agreements are reached with third parties. Environmental expenditures are capitalized if they mitigate or prevent future contamination or if they improve the environmental safety or efficiency of the existing assets. All other environmental costs are expensed as incurred. Environmental cost estimates may include expenses for remediation of identified sites, long term monitoring, payments for claims, administrative expenses, and expenses for ongoing evaluations and litigation. The liability is adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available.

55

United Components, Inc.

Notes to Consolidated Financial Statements

Insurance Reserves

UCI’s insurance for workers’ compensation, automobile, product and general liability includes high deductibles for which UCI is responsible. Deductibles, for which UCI is responsible, are estimated and recorded as expenses in the period incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting period. The estimates and assumptions include estimates of collectability of accounts receivable and the realizability of inventory, goodwill and other intangible assets. They also include estimates of cost accruals, environmental liabilities, warranty and product returns, insurance reserves, income taxes, pensions and other postretirement benefits and other factors. Management has exercised reasonableness in deriving these estimates; however, actual results could differ from these estimates.

Segment Reporting

In accordance with the guidance included in Accounting Standards Codification ASC 280, “Segment Reporting,” UCI reports as one segment. UCI is in one business, which is the manufacturing and distribution of vehicle parts. The products and services, customer base, distribution channel, manufacturing process, procurement, and economic characteristics are similar throughout all of UCI’s operations.

Derivative Financial Instruments

UCI routinely enters into purchase agreements to acquire materials used in the normal course of its operations.  In certain instances, a routine purchase agreement may meet the technical definition of a derivative.  In all such cases, UCI elects the “normal purchases” exemption from derivative accounting.

Other than the purchase agreements discussed above, UCI recognizes derivatives as either assets or liabilities in the balance sheet and measures those instruments at fair value. Changes in the fair value of those instruments will be reported in income or other comprehensive income (loss) depending on the use of the derivative and whether it qualifies for hedge accounting. The accounting for gains and losses associated with changes in the fair value of the derivative, and the effect on the financial statements, will depend on its hedge designation and whether the hedge is highly effective in offsetting changes in the fair value of cash flows of the asset or liability hedged.

Recently Adopted Accounting Guidance

On September 30, 2009, UCI adopted changes issued by the Financial Accounting Standards Board (“FASB”) to the authoritative hierarchy of accounting principles generally accepted in the United States of America (“GAAP”). These changes establish the FASB Accounting Standards Codification™ (“ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the ASC. These changes and the ASC itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on UCI’s financial statements.

56

United Components, Inc.

Notes to Consolidated Financial Statements

Business Combinations and Consolidation Accounting

On January 1, 2009, UCI adopted changes issued by the FASB to consolidation accounting and reporting. These changes establish accounting and reporting for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance defines a noncontrolling interest, previously called a minority interest, as the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. These changes require, among other items: a noncontrolling interest to be included in the consolidated statement of financial position within equity separate from the parent’s equity; consolidated net income to be reported at amounts inclusive of both the parent’s and noncontrolling interest’s shares and, separately, the amounts of consolidated net income attributable to the parent and noncontrolling interest all on the consolidated statement of operations; and if a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary to be measured at fair value and a gain or loss to be recognized in net income based on such fair value. Other than the change in presentation of noncontrolling interests, the adoption of these changes had no impact on UCI’s financial statements. The presentation and disclosure requirements of these changes were applied retrospectively.

On January 1, 2009, UCI adopted changes issued by the FASB to accounting for business combinations. While retaining the fundamental requirements of accounting for business combinations, including that the purchase method be used for all business combinations and for an acquirer to be identified for each business combination, these changes define the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control instead of the date that the consideration is transferred. These changes require an acquirer in a business combination, including a business combination achieved in stages (step acquisition), to recognize the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This guidance also requires the recognition of assets acquired and liabilities assumed arising from certain contractual contingencies as of the acquisition date, measured at their acquisition-date fair values. Additionally, these changes require acquisition-related costs to be expensed in the period in which the costs are incurred and the services are received instead of including such costs as part of the acquisition price. The adoption of these changes will depend on the occurrence of future acquisitions, if any, by UCI.

Effective January 1, 2009, UCI adopted changes issued by the FASB to accounting for business combinations. These changes apply to all assets acquired and liabilities assumed in a business combination that arise from certain contingencies and requires (i) an acquirer to recognize at fair value, at the acquisition date, an asset acquired or liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period, otherwise, the asset or liability should be recognized at the acquisition date if certain defined criteria are met; (ii) contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination to be recognized initially at fair value; (iii) subsequent measurements of assets and liabilities arising from contingencies to be based on a systematic and rational method depending on their nature and contingent consideration arrangements to be measured subsequently; and (iv) disclosures of the amounts and measurement basis of such assets and liabilities and the nature of the contingencies. The adoption of these changes will depend on the occurrence of future acquisitions, if any, by UCI.

57

United Components, Inc.

Notes to Consolidated Financial Statements

Fair Value Accounting

On January 1, 2009, UCI adopted changes issued by the FASB to fair value accounting and reporting as it relates to nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value in the financial statements on at least an annual basis. These changes define fair value, establish a framework for measuring fair value in GAAP, and expand disclosures about fair value measurements. This guidance applies to other GAAP that require or permit fair value measurements and is to be applied prospectively with limited exceptions. The adoption of these changes, as it relates to nonfinancial assets and nonfinancial liabilities, had no impact on UCI’s financial statements. These provisions will be applied at such time as a fair value measurement of a nonfinancial asset or nonfinancial liability is required, which may result in a fair value that is materially different than would have been calculated prior to the adoption of these changes.

On June 30, 2009, UCI adopted changes issued by the FASB to fair value accounting. These changes provide additional guidance for estimating fair value when the volume and level of activity for an asset or liability have significantly decreased and includes guidance for identifying circumstances that indicate a transaction is not orderly. This guidance is necessary to maintain the overall objective of fair value measurements, which is that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The adoption of these changes had no impact on UCI’s financial statements.

Other

On June 30, 2009, UCI adopted changes issued by the FASB to accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued, otherwise known as “subsequent events.” Specifically, these changes set forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occur after the balance sheet date.

On January 1, 2009, UCI adopted changes issued by the FASB to accounting for intangible assets. These changes amend the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset in order to improve the consistency between the useful life of a recognized intangible asset outside of a business combination and the period of expected cash flows used to measure the fair value of an intangible asset in a business combination. The adoption of these changes had no impact on UCI’s financial statements.

On January 1, 2009, UCI adopted changes issued by the FASB to disclosures by public entities about transfers of financial assets and interests in variable interest entities. The changes require additional disclosures about transfers of financial assets. The required disclosures are intended to provide more transparency to financial statement users about a transferor’s continuing interest in transferred financial assets and an enterprise’s involvement with variable interest entities and qualifying special purpose entities. UCI has agreements to sell undivided interests in certain of its receivables with factoring companies which in turn have the right to sell an undivided interest to a financial institution or other third party. However, UCI retains no rights or interest, and has no obligations, with respect to the sold receivables. Furthermore, UCI does not service the receivables after the sales. Because of the terms of UCI’s sales of receivables, the adoption of the changes did not have an effect on UCI’s financial statements.

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Notes to Consolidated Financial Statements

On January 1, 2009, UCI adopted changes issued by the FASB to disclosures about derivative instruments and hedging activities. These changes require enhanced disclosures about an entity’s derivative and hedging activities, including (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Because of UCI’s insignificant, if any, use of derivatives, adoption of these changes did not have an effect on UCI’s financial statements.

In December 2008, the FASB issued changes to employers’ disclosures about postretirement benefit plan assets. These changes provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. This guidance is intended to ensure that an employer meets the objectives of the disclosures about plan assets in the employer’s defined benefit pension or other postretirement plan to provide users of financial statements with an understanding of the following: how investment allocation decisions are made; the major categories of plan assets; the inputs and valuation techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in the value of plan assets; and significant concentrations of risk within plan assets. These changes became effective for UCI on December 31, 2009 and are reflected in Note 15.

Recently Issued Accounting Guidance

Transfers of Financial Assets

In June 2009, the FASB issued changes to accounting for transfers of financial assets. These changes, among other things: remove the concept of a qualifying special-purpose entity and remove the exception from the application of variable interest accounting to variable interest entities that are qualifying special-purpose entities; limit the circumstances in which a transferor derecognizes a portion or component of a financial asset; defines a participating interest; require a transferor to recognize and initially measure at fair value all assets obtained and liabilities incurred as a result of a transfer accounted for as a sale; and require enhanced disclosure. These changes become effective for UCI on January 1, 2010. Management has determined that the adoption of these changes will have no impact on UCI’s financial statements.

Revenue Recognition for Multiple-Deliverable Arrangements

In October 2009, the FASB issued changes to revenue recognition for multiple-deliverable arrangements. These changes require separation of consideration received in such arrangements by establishing a selling price hierarchy (not the same as fair value) for determining the selling price of a deliverable, which will be based on available information in the following order: vendor-specific objective evidence, third-party evidence, or estimated selling price.  The changes also: eliminate the residual method of allocation and require that the consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the arrangement to each deliverable on the basis of each deliverable’s selling price; require that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis; and expand the disclosures related to multiple-deliverable revenue arrangements. These changes become effective for UCI on January 1, 2011. Management has determined that the adoption of these changes will not have an impact on UCI’s financial statements, as UCI does not currently have any such arrangements with its customers.

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United Components, Inc.

Notes to Consolidated Financial Statements

NOTE 2 — RESTRUCTURING (COSTS) GAINS

2009 Capacity Consolidation and European Realignment Actions

To further align UCI’s cost structure with customers’ spending and current market conditions, UCI implemented restructuring plans in 2009. The restructuring plans target excess assembly and aluminum casting capacity and restructuring costs of the plan include workforce reductions, facility closures, consolidations and realignments. During 2009, UCI recorded asset write-offs of $1.8 million associated with the capacity consolidation, recognized a gain of $1.5 million on the sale of a facility and incurred other costs of $0.2 million.

Water Pump Integration

On May 25, 2006, UCI completed the acquisition of ASC Industries, Inc. and its subsidiaries (“ASC Industries”). This transaction is referred to herein as the “ASC Acquisition.”  Before the ASC Acquisition, UCI manufactured and distributed water pumps for all market channels. In June 2006, UCI began the process of integrating its pre ASC-acquisition water pump operations with the water pump operations of ASC Industries. In 2007, UCI completed the integration. By mid-2007, all domestic water pump manufacturing had been combined at ASC Industries’ manufacturing facilities. UCI’s pre ASC-acquisition water pump facility was closed as of July 2007.

2007 Expenses and Gain

In 2007, UCI recorded pre-tax expenses and a gain related to the water pump integration. In 2007, $0.7 million of these costs were included in the income statement in “Restructuring (costs) gains,” and $4.7 million of those costs were included in “Cost of sales.” The combined net $5.4 million of 2007 expenses and gain were as follows (in millions):

	Restructuring costs			Cost of sales		Combined
Severance	$	1.6		$	—	$	1.6
Pension plan curtailment gain		(0.9	)		—		(0.9	)
Production wind-down costs		—			2.2		2.2
Other integration costs		—			2.5		2.5
	$	0.7		$	4.7	$	5.4

The combined after-tax effect of these items was a net loss of $3.3 million in 2007.

The $2.2 million of production wind-down costs included inefficiencies and unabsorbed overhead resulting from extraordinarily low levels of production during the second quarter 2007 wind-down of operations at the pre-acquisition water pump facility. The facility ceased production at the end of the second quarter of 2007.

The $2.5 million of other integration costs included transportation expenses and other costs that were directly related to completing the integration.

2008 and 2009 Expenses

In 2008 and 2009, UCI recorded additional pre-tax expense related to the water pump integration. These costs were reported in the income statement in “Restructuring (costs) gains.” These costs were as follows (in millions):

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United Components, Inc.

Notes to Consolidated Financial Statements

	2009		2008
Severance	$	—	$	0.2
Costs of maintaining the pre-acquisition water pump facility		0.4		0.6
Additional asset impairments		—		1.6
	$	0.4	$	2.4

In the fourth quarter of 2008, in light of current market and economic conditions, UCI wrote down the carrying value of the pre-ASC Acquisition water pump manufacturing facility from $1.3 million to zero. Also in the fourth quarter of 2008, UCI recorded a $0.3 million impairment loss on pre-ASC Acquisition water pump equipment that was no longer useable.

Balance sheet amounts

The following table presents accrued liabilities balances related to the water pump integration costs as of December 31, 2006, 2007 and 2008 along with the 2007 and 2008 changes (in millions):

	Accrued severance			Other liabilities
December 31, 2006 balance	$	1.4		$	0.2
Additional loss provision		1.6			—
Payments		(2.8	)		(0.2	)
December 31, 2007 balance		0.2			—
Additional loss provision		0.2			—
Payments		(0.4	)		—
December 31, 2008 balance	$	—		$	—

Closure of Mexican facility

In 2006, UCI closed its Mexican filter manufacturing operation. In 2007, UCI sold the land and building and certain building improvements formerly used as its Mexican filter manufacturing operation. The sale proceeds were $6.6 million, net of fees and expenses. In 2007, UCI recorded a $1.7 million pre-tax gain on the sale. Also, in 2007, UCI incurred $0.2 million of costs associated with the closure of the Mexican facility. These gains and costs were reported in the income statement in “Restructuring (costs) gains.”

NOTE 3 — DISCONTINUED OPERATIONS

In November 2006, UCI sold its lighting systems operation. The final sale price was subject to post-closing adjustments related to working capital and possible additional proceeds if a lighting systems building were sold. In the third quarter of 2007, the final working capital amounts were settled favorably and the building was sold. Accordingly, UCI recorded a $2.7 million after-tax gain in 2007 which was all attributable to UCI’s ownership.

NOTE 4 — TERMINATION OF PAY-ON-SCAN PROGRAM

Until the second quarter of 2007, a portion of the products sold to AutoZone, Inc. (“AutoZone”) were sold under an AutoZone program called Pay-on-Scan. Under this program, UCI retained title to its products at AutoZone locations, and a sale was not recorded until an AutoZone customer purchased the product. In the second quarter of 2007, AutoZone and UCI terminated the Pay-on-Scan program for these UCI products. Accordingly, sales of these products are now recorded when the product is received at an AutoZone location.

As part of the termination of the Pay-on-Scan program, AutoZone purchased all of the products at its locations that were previously under the Pay-on-Scan program. In the second quarter of 2007, UCI recorded $12.1 million of sales for these products.

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United Components, Inc.

Notes to Consolidated Financial Statements

NOTE 5 — ALLOWANCE FOR DOUBTFUL ACCOUNTS

Changes in UCI’s allowance for doubtful accounts were as follows (in millions):

	December 31,
	2009			2008			2007
Beginning of year	$	4.0		$	2.3		$	2.7
Provision for doubtful accounts		0.4			2.0			(0.2	)
Accounts written off		(1.2	)		(0.3	)		(0.2	)
	$	3.2		$	4.0		$	2.3

NOTE 6 — SALES OF RECEIVABLES

UCI has agreements to sell undivided interests in certain of its receivables to factoring companies, which in turn have the right to sell an undivided interest in those receivables to a financial institution or other third party. UCI enters into these agreements at its discretion as part of its overall cash management activities. Pursuant to these agreements, UCI sold $225.9 million and $197.9 million of receivables during 2009 and 2008, respectively.

If receivables had not been factored, $121.5 million and $80.1 million of additional receivables would have been outstanding at December 31, 2009 and 2008, respectively. UCI retained no rights or interest, and has no obligations, with respect to the sold receivables. UCI does not service the receivables after the sales.

The sales of receivables were accounted for as a sale and were removed from the balance sheet at the time of the sales. The costs of the sales were discounts deducted by the factoring companies. These costs were $5.5 million, $3.5 million and $2.9 million in 2009, 2008 and 2007, respectively. These costs are recorded in the consolidated income statement in “Miscellaneous, net.”

NOTE 7 — INVENTORIES

The components of inventories were as follows (in millions):

	December 31,
	2009			2008
Raw materials	$	47.5		$	55.3
Work in process		27.6			34.6
Finished products		73.1			84.4
Valuation reserves		(15.1	)		(14.9	)
	$	133.1		$	159.4

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United Components, Inc.

Notes to Consolidated Financial Statements

NOTE 8 — PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (in millions):

		December 31,
	Depreciable Life	2009			2008
Land and improvements	5-10 years  (for improvements)	$	6.1		$	6.1
Buildings and improvements	5-40 years		65.5			67.2
Equipment	3-15 years		234.1			222.3
			305.7			295.6
Less accumulated depreciation			(155.9	)		(127.7	)
		$	149.8		$	167.9

Included in equipment shown above are cumulative additions related to capital lease obligations of $3.5 million and $3.6 million at December 31, 2009 and 2008, respectively. The related accumulated depreciation was approximately $2.2 million and $1.8 million at December 31, 2009 and 2008, respectively.

Depreciation expense for the years ended December 31, 2009, 2008 and 2007 was $28.6 million, $28.0 million and $25.7 million, respectively.

The fair value of UCI’s asset retirement obligations (“ARO”) are recorded as liabilities with the offsetting associated asset retirement costs capitalized as part of the carrying amount of the related buildings. The asset retirement costs are amortized over the useful life of the building. Changes in the ARO resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion expense. The liabilities for ARO were $1.1 million and $1.0 million at December 31, 2009 and 2008, respectively.

NOTE 9 — OTHER INTANGIBLE ASSETS

The components of other intangible assets were as follows (in millions):

		December 31, 2009							December 31, 2008
	Amortizable Life	Gross		Accumulated amortization			Net		Gross		Accumulated amortization			Net
Acquired intangible assets
Customer relationships	3 - 20 years	$	62.1	$	(32.4	)	$	29.7	$	62.1	$	(27.9	)	$	34.2
Technologies	10 years		8.9		(7.0	)		1.9		8.9		(6.3	)		2.6
Trademarks	10 years		4.3		(2.3	)		2.0		4.3		(1.7	)		2.6
Trademarks	Indefinite		25.5		—			25.5		25.5		—			25.5
Integrated software system	7 years		20.1		(11.2	)		8.9		18.2		(8.5	)		9.7
		$	120.9	$	(52.9	)	$	68.0	$	119.0	$	(44.4	)	$	74.6

In 2007, UCI recognized a trademark impairment loss of $3.6 million. This non-cash loss was due to a customer’s decision to market a significant portion of UCI-supplied products under the customer’s own private label brand, instead of UCI’s brand. This decision has not affected and is not expected to affect UCI’s sales of these products.  In 2008, UCI recognized an additional impairment loss of $0.5 million on the same trademark that was written down in 2007.

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United Components, Inc.

Notes to Consolidated Financial Statements

The estimated amortization expense related to acquired intangible assets and the integrated software system for each of the succeeding five years is (in millions):

	Acquired intangible assets		Integrated software system
2010	$	5.2	$	3.0
2011		4.7		3.1
2012		4.3		2.2
2013		3.8		0.4
2014		3.3		0.2

NOTE 10 — RESTRICTED CASH

In June 2009, UCI posted $9.4 million of cash to collateralize a letter of credit required by UCI’s workers compensation insurance carrier. Historically, assets pledged pursuant to the terms of UCI’s senior credit facility provided the collateral for the letter of credit. As a result of the termination of UCI’s revolving credit facility (see further discussion in Note 13), these assets were no longer allowed to be pledged for this purpose and, accordingly, UCI was required to post the cash as collateral. This cash is recorded as “Restricted cash” and is a component of long-term assets on UCI’s balance sheet at December 31, 2009. This cash is invested in highly liquid, high quality government securities and is not available for general operating purposes as long as the letter of credit remains outstanding or until alternative collateral is posted.

NOTE 11 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following (in millions):

	December 31,
	2009		2008
Salaries and wages	$	3.1	$	2.7
Bonuses and profit sharing		6.1		3.5
Vacation pay		4.4		4.4
Product returns		42.1		32.0
Rebates, credits and discounts due customers		13.6		10.8
Insurance		9.8		11.5
Taxes payable		7.4		4.8
Interest		1.2		2.1
Other		19.3		13.9
	$	107.0	$	85.7

NOTE 12 — PRODUCT RETURNS LIABILITY

The liability for product returns is included in “Accrued expenses and other current liabilities.” This liability includes accruals for estimated parts returned under warranty and for parts returned because of customer excess quantities. UCI provides warranties for its products’ performance. Warranty periods vary by part. In addition to returns under warranty, UCI allows its customers to return quantities of parts that the customer determines to be in excess of its current needs. Customer rights to return excess quantities vary by customer and by product category. Generally, these returns are contractually limited to 3% to 5% of the customer’s purchases in the preceding year. While UCI does not have a contractual obligation to accept excess quantity returns from all customers, common practice for UCI and the industry is to accept periodic returns of excess quantities from on-going customers. If a customer elects to cease purchasing from UCI and change to another vendor, it is industry practice for the new vendor, and not UCI, to accept any inventory returns resulting from the vendor change and any subsequent inventory returns.

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United Components, Inc.

Notes to Consolidated Financial Statements

In 2008, UCI identified an unusually high level of warranty returns related to one category of parts. When these parts were subjected to certain conditions, they experienced a higher than normal failure rate. As a result of the higher than normal failure rate, a $6.7 million warranty loss provision was recorded in 2008. This loss provision is included in the line captioned “Additional reductions to sales” in the table below. UCI has modified the design of these parts to eliminate this issue.

UCI routinely monitors returns data and adjusts estimates based on this data.

Changes in UCI’s product returns accrual were (in millions):

	Year ended December 31,
	2009			2008			2007
Beginning of year	$	32.0		$	28.1		$	28.6
Cost of unsalvageable returned parts		(46.4	)		(51.6	)		(46.6	)
Additional reductions to sales		55.2			55.5			46.1
Reclassification from other current liabilities		1.3			—			—
End of year	$	42.1		$	32.0		$	28.1

NOTE 13 — DEBT

The Company’s debt is summarized as follows (in millions):

	December 31,
	2009			2008
Short-term borrowings	$	3.5		$	5.2
Revolving credit line borrowing		—			20.0
Capital lease obligations		0.9			1.2
Term loan		190.0			190.0
Senior subordinated notes		230.0			230.0
Unamortized debt issuance costs		(2.2	)		(2.8	)
		422.2			443.6
Less:
Short-term borrowings		3.5			5.2
Revolving credit line borrowing		—			20.0
Term loan		17.7			—
Current maturities		0.2			0.4
Long-term debt	$	400.8		$	418.0

Senior credit facilities — The senior credit facility includes a term loan and, until its termination in June 2009, included a revolving credit facility.

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United Components, Inc.

Notes to Consolidated Financial Statements

Term loan

The term loan is secured by all tangible and intangible assets of UCI. Interest is payable quarterly or more frequently depending on the Eurodollar interest periods that may be elected by UCI. The interest rate is variable and is determined as described in the second paragraph below.

UCI may select from two options to determine the interest rate on the term loan. The two options are the Base Rate or Eurodollar Rate plus, in each case, an applicable margin. The applicable margin is subject to adjustment based on a consolidated leverage ratio, as defined. The Base Rate is a fluctuating interest rate equal to the higher of (a) the prime rate as publicly announced by Bank of America as its “prime rate” and (b) the Federal funds effective rate plus 0.50%. At December 31, 2009 and 2008, the interest rate was 2.25% and 4.39%, respectively. In addition to interest on outstanding borrowings, UCI was required to pay a commitment fee on any unused revolving credit facility commitments at a per annum rate of 0.50%, subject to adjustment based upon the consolidated leverage ratio, as defined. (See Note 21 for the impact of interest rate swaps.)

In 2008 and 2007, UCI used cash on hand to voluntarily prepay $10 million and $65 million, respectively, of the term loan. As a result of these voluntary early repayments, UCI recorded $0.1 million and $0.6 million of accelerated write-offs of deferred financing costs in 2008 and 2007, respectively. These costs are included in “Interest expense, net” in the income statement.

As a result of previous prepayments there are no scheduled repayments of the term loan before December 2011.  While there are no scheduled repayments before December 2011, the senior credit facility does require mandatory prepayments of the term loan when UCI generates Excess Cash Flow as defined in the senior credit facility.The company generated Excess Cash Flow in the year ending December 31, 2009 resulting in a mandatory prepayment of $17.7 million, payable within 95 days of December 31, 2009. This mandatory prepayment is presented as a component of “Current maturities of long-term debt” in the December 31, 2009 balance sheet.  The term loan matures in June 2012.

Revolving credit facility

UCI’s senior credit facility included a $75 million revolving credit facility, which was available until June 2009. The interest rate was variable and was determined in the same manner as the term loan discussed above.

The revolving credit facility terminated in June 2009. Prior to its scheduled maturity, UCI conducted an evaluation with respect to extending the facility, analyzing the size of a commitment that could be secured against the total cost of obtaining the commitment, including the related credit facility amendment. Based upon this evaluation, UCI concluded that the size of the potential commitment did not justify the cost and, accordingly, the revolving credit facility was terminated.

At December 31, 2008, revolving credit facility borrowings were $20.0 million, all of which were repaid during the six months ended June 30, 2009. Additionally, $9.4 million of revolving credit facility capacity was used to support an outstanding letter of credit related to workers compensation insurance liabilities. Historically, the assets pledged pursuant to the terms of the senior credit facility provided the collateral for the letter of credit. As a result of the revolving credit facility termination, UCI was required to post $9.4 million of cash to collateralize the letter of credit. (See further discussion in Note 10.)

Covenants and other provisions — The senior credit facilities require UCI to maintain certain financial covenants and require mandatory prepayments under certain events. Also, the facilities include certain negative covenants restricting or limiting UCI’s ability to, among other things: declare dividends or redeem stock; prepay certain debt; make loans or investments; guarantee or incur additional debt; make capital expenditures; engage in acquisitions or other business combinations; sell assets; and alter UCI’s business. UCI is in compliance with all of these covenants.

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United Components, Inc.

Notes to Consolidated Financial Statements

Senior subordinated notes (the “Notes”) — The Notes bear interest at 9 3/8%. Interest is payable semi-annually, in arrears on June 15 and December 15 of each year. The Notes are unsecured and rank equally in right of payment with any of UCI’s future senior subordinated indebtedness. They are subordinated to indebtedness and other liabilities of UCI’s subsidiaries that are not guarantors of the Notes. They are guaranteed on a full and unconditional and joint and several basis by UCI’s domestic subsidiaries. The Notes mature on June 15, 2013.

The Notes indenture contains covenants that limit UCI’s ability to incur or guarantee additional debt, pay dividends or redeem stock, make certain investments, and sell assets. UCI is in compliance with all of these covenants.

Short-term borrowings — At December 31, 2009, short-term borrowings included $0.3 million of a Spanish subsidiary’s notes payable and $3.2 million of the Chinese subsidiaries’ notes payable to foreign credit institutions. At December 31, 2008, short-term borrowings included $2.3 million of a Spanish subsidiary’s notes payable and $2.9 million of the Chinese subsidiaries’ notes payable to foreign credit institutions. At December 31, 2009, the interest rate on the Spanish subsidiary’s notes payable and the Chinese subsidiaries’ notes payable was 0.9% and 3.5%, respectively. At December 31, 2008, the interest rate on the Spanish subsidiary’s notes payable and the Chinese subsidiaries’ notes payable was 3.7% and 5.3%, respectively. The Spanish subsidiary’s notes payable are collateralized by certain accounts receivable related to the amounts financed. The Chinese subsidiaries’ notes payable are secured by receivables.

Future payments — The following is a schedule of future payments of debt at December 31, 2009 (in millions):

2010	$	21.4
2011		41.0
2012		131.7
2013		230.1
2014		0.1
Thereafter		0.1
	$	424.4

Interest expense — Net interest expense in 2009 was $30.0 million.  Net interest expense in 2008 was $34.2 million, including $0.1 million of accelerated write-off of deferred financing costs due to the voluntary prepayment of $10 million of the senior credit facility term loan. Net interest expense in 2007 was $40.7 million, including $0.6 million of accelerated write-off of deferred financing costs due to the voluntary prepayments of $65 million of the senior credit facility term loan. $0.2 million of interest was capitalized in 2007. No interest was capitalized in 2009 and 2008.

Holdco Notes — As of December 31, 2009, UCI Holdco had $324.1 million of Holdco Notes outstanding. The Holdco Notes bear interest at a rate based upon LIBOR plus a spread. This rate was 9.25% at December 31, 2009. The Holdco Notes do not appear on UCI’s balance sheet and the related interest expense is not included in UCI’s income statement. While UCI has no direct obligation under the Holdco Notes, UCI is the sole source of cash generation for Holdco. The interest is payable “in kind” through December 2011, so that Holdco has no cash interest payable until after that date. Accordingly, the Holdco Notes will not have any material effect on the cash flow of the Company until that date. In addition, the covenants contained in the Holdco Notes indenture are substantially the same as those contained in the Notes indenture, so the Company expects that the covenant of the Holdco Notes will have no effect on the current operations of UCI.

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United Components, Inc.

Notes to Consolidated Financial Statements

NOTE 14 — INCOME TAXES

The components of income before income taxes were as follows (in millions):

	Year ended December 31,
	2009		2008		2007
Income (loss) before income taxes
United States	$	40.8	$	15.8	$	59.8
Foreign		5.5		1.0		(4.6	)
	$	46.3	$	16.8	$	55.2

Components of income tax expense (benefit) were as follows (in millions):

	Year ended December 31,
	2009			2008			2007
Current
Federal	$	18.5		$	3.8		$	6.0
State		1.9			0.9			1.7
Foreign		1.3			2.5			(1.3	)
		21.7			7.2			6.4
Deferred
Federal		(5.7	)		2.0			12.6
State		(0.9	)		0.4			1.0
Foreign		1.3			(1.9	)		—
		(5.3	)		0.5			13.6
	$	16.4		$	7.7		$	20.0

A reconciliation of income taxes computed at the United States Federal statutory tax rate to income tax expense follows (in millions):

	Year ended December 31,
	2009			2008			2007
Income tax expense (benefit) at U.S. Federal statutory rate	$	16.2		$	5.9		$	19.3
Federal income taxes related to “check the box” election		(0.4	)		3.4			(1.4	)
Foreign income not taxable, foreign income tax losses not benefited and rate differential		0.1			(2.0	)		1.8
State income taxes, net of Federal income tax benefit		0.5			0.7			1.8
Adjust ASC pre-acquisition deferred tax liabilities		—			—			(1.1	)
Other, net		—			(0.3	)		(0.4	)
Income tax expense	$	16.4		$	7.7		$	20.0

The adjustment in the above table for “Adjust ASC pre-acquisition deferred tax liabilities” is to reflect the finally determined tax basis of ASC pre-acquisition intangible assets. “Other, net” in the above table is primarily reductions of prior year-end tax liabilities to reflect the actual tax expense reported in subsequently filed tax returns.

68

United Components, Inc.

Notes to Consolidated Financial Statements

Deferred taxes were attributable to the following (in millions):

	December 31,
	2009			2008
Deferred tax assets
Pension and postretirement benefits	$	7.5		$	6.8
Product returns and warranty accruals		16.0			12.7
Inventory valuation		6.8			7.1
Net operating loss carryforwards		4.9			4.0
Vacation accrual		1.3			1.2
Insurance accruals		3.1			2.8
Allowance for doubtful accounts		1.1			1.4
Tax credit carryforwards		0.3			0.3
Pension liability adjustment included in other comprehensive income (loss)		19.1			22.7
Other accrued liabilities		6.7			1.9
Other		2.2			2.1
		69.0			63.0
Less: valuation allowance for net operating loss carryforwards and foreign tax credit carryforwards		(5.2	)		(4.2	)
Total deferred tax assets		63.8			58.8
Deferred tax liabilities
Depreciation and amortization		(14.5	)		(15.6	)
Goodwill amortization for tax, but not book		(21.2	)		(17.8	)
Acquired Intangible assets		(2.4	)		(2.2	)
Prepaid expenses		(2.7	)		(1.7	)
Other		(0.8	)		(0.8	)
Total deferred tax liabilities		(41.6	)		(38.1	)
Net deferred tax assets (liabilities)	$	22.2		$	20.7

The net deferred tax assets were included in the balance sheet as follows (in millions):

	December 31,
	2009			2008
Deferred tax assets	$	30.7		$	24.3
Deferred tax liabilities		(8.5	)		(3.6	)
Net deferred tax assets (liabilities)	$	22.2		$	20.7

At December 31, 2007, UCI had valuation allowances for all of the deferred tax assets associated with foreign net operating loss carryforwards. In 2008, UCI concluded that $0.6 million of these deferred tax assets would be realized and, accordingly the valuation allowances were reduced by $0.6 million. This reduction resulted in a $0.6 million benefit in 2008 income tax expense.

At December 31, 2009, UCI had $13.2 million of foreign net operating loss carryforwards with no expiration date, $3.5 million of foreign net operating losses which expire between 2012 and 2019 and $0.3 million of foreign tax credit carryforwards which expire in 2023 and 2024. In assessing the realization of the deferred tax assets related to these carryforwards, UCI determined that it is more likely than not that $4.9 million of the deferred tax assets related to these loss carryforwards and tax credits will not be realized. Therefore, a valuation allowance has been recorded for these carryforwards.

At December 31, 2009, UCI had various state net operating loss carryforwards totaling $4.5 million which expire at various times. In assessing the realization of the deferred tax asset related to the state carryforwards, UCI determined that it is more likely than not that $0.3 million of the deferred tax assets related to the state carryforwards will not be realized. Therefore, a valuation allowance has been recorded for these carryforwards.

69

United Components, Inc.

Notes to Consolidated Financial Statements

Realization of the remaining net deferred tax assets is dependent on UCI generating sufficient taxable income in future years to utilize the benefits of the reversals of temporary differences. UCI has performed an assessment regarding the realization of the remaining net deferred tax assets, which includes projecting future taxable income, and has determined it is more likely than not that the remaining net deferred tax assets will be realized.

UCI does not provide for U.S. income taxes on undistributed earnings of its foreign subsidiaries that are intended to be permanently reinvested.  At December 31, 2009, these undistributed earnings amounted to approximately $22.7 million. Determination of the net amount of unrecognized U.S. income taxes with respect to these earnings is not practicable.

Uncertain Tax Positions

On January 1, 2007, UCI adopted the guidance in ASC 740, “Income Taxes,” prescribing how a company should recognize, measure, present and disclose uncertain tax positions. The effect was immaterial to UCI’s financial statements.

A reconciliation of the beginning and ending amount of unrecognized tax benefits follows (in millions):

	2009			2008			2007
Balance at January 1	$	7.7		$	5.7		$	4.3
Additions for tax positions related to the current year		1.3			2.5			2.1
Reductions based on tax position related to the current year		—			(0.3	)		(0.9	)
Additions for tax position of prior years		0.1			0.3			0.4
Reductions for tax position of prior years		(0.2	)		(0.1	)		(0.1	)
Reduction for lapse of applicable statutes of limitations		(0.8	)		(0.4	)		(0.1	)
Balance at December 31	$	8.1		$	7.7		$	5.7

At December 31, 2009, approximately $3.0 million of the unrecognized tax benefits, if recognized, would change UCI’s effective tax rate. In 2009, UCI recorded, as income tax expense, $0.1 million of penalties related to the unrecognized tax benefits. At December 31, 2009, the total interest (net of federal benefit) and penalties accrued related to uncertain tax benefits were $0.5 million and $0.7 million, respectively.

While most of UCI’s business is conducted within the United States, UCI also conducts business in several foreign countries. As a result, UCI and/or one or more of its subsidiaries files income tax returns in the U.S. federal tax jurisdiction and in many state and foreign tax jurisdictions. In the normal course of business, UCI is subject to examination by tax authorities in these tax jurisdictions. With few exceptions, UCI is not subject to examination by federal, state or foreign tax authorities for tax years ending on or before 2004. Chinese tax authorities have commenced a transfer price examination at one of UCI’s subsidiaries.  Other than this examination and routine inquiries, UCI and its subsidiaries are not currently under examination by tax authorities.

UCI expects the total unrecognized tax benefits to decline by approximately $0.3 million in 2010. This decline is due to the expiration of applicable statutes of limitations. $0.3 million of this amount will impact the effective tax rate.

70

United Components, Inc.

Notes to Consolidated Financial Statements

Intercompany payable to UCI Holdco

For federal and certain state tax purposes, UCI is included in the consolidated tax returns of UCI Holdco. UCI’s stand-alone financial statements report UCI’s income tax liabilities and refunds receivable as income taxes payable and receivable until they are settled in cash with the taxing jurisdictions. To the extent UCI’s tax on its current taxable income is offset by Holdco’s current taxable losses, UCI records that portion of its tax expense as a payable to Holdco.

In 2009 and 2008, Holdco’s taxable losses partially offset UCI’s current taxable income. Accordingly, UCI has recorded a $34.9 million and $19.2 million payable to Holdco as of December 31, 2009 and 2008, respectively.

NOTE 15 — EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans

UCI maintains defined benefit retirement plans covering certain U.S. and non-U.S. employees. Retiree benefits under the defined benefit retirement plans are generally based on years of service and employee compensation.

Obligations and Funded Status

The measurement date used to determine pension obligations is December 31. The following table sets forth the plans’ status (in millions).

	December 31,
	2009			2008
Accumulated benefit obligation	$	214.9		$	204.4
Change in projected benefit obligations:
Projected benefit obligations at beginning of year	$	217.5		$	198.6
Service cost		4.4			4.4
Interest cost		13.0			12.6
Actuarial loss		2.4			8.5
Plan amendments		—			2.4
Plan curtailment and settlements		(0.1	)		—
Benefits paid		(9.7	)		(8.6	)
Special termination benefits		—			0.2
Currency translation adjustment		0.1			(0.6	)
Projected benefit obligations at end of year	$	227.6		$	217.5
Change in plan assets:
Fair value of plan assets at beginning of year	$	146.5		$	192.9
Actual return on plan assets		25.4			(40.9	)
Employer contributions		4.2			3.4
Benefits paid		(9.7	)		(8.6	)
Currency translation adjustment		0.1			(0.3	)
Plan assets at end of year	$	166.5		$	146.5
Funded status, net	$	(61.1	)	$	(71.0	)
Amounts recognized in the balance sheet consist of:
Noncurrent assets	$	0.6		$	—
Current liabilities		(0.1	)		(0.1	)
Noncurrent liabilities		(61.6	)		(70.9	)
	$	(61.1	)	$	(71.0	)

71

United Components, Inc.

Notes to Consolidated Financial Statements

A portion of the above “Funded status, net” has not been recorded in any of UCI’s income statements, but instead has been recorded in “Accumulated other comprehensive income (loss).” Amounts recognized in “Accumulated other comprehensive income (loss)” consisted of (in millions):

	Dec 31, 2008			Amortization and curtailment in 2009 pension expense			2009 Additions			Dec 31, 2009
Prior service costs	$	(3.1	)	$	0.4		$	—		$	(2.7	)
Net actuarial gain (loss)		(55.2	)		0.3			8.6			(46.3	)
Deferred income tax benefit (expense)		22.2			(0.3	)		(3.1	)		18.8
Accumulated other comprehensive income (loss)	$	(36.1	)	$	0.4		$	5.5		$	(30.2	)

	Dec 31, 2007			Amortization, in 2008 pension expense			2008 Additions			Dec 31, 2008
Prior service costs	$	(1.0	)	$	0.3		$	(2.4	)	$	(3.1	)
Net actuarial gain (loss)		9.4			—			(64.6	)		(55.2	)
Deferred income tax benefit (expense)		(3.2	)		(0.1	)		25.5			22.2
Accumulated other comprehensive income (loss)	$	5.2		$	0.2		$	(41.5	)	$	(36.1	)

In 2010, a loss of approximately $0.9 million will be amortized from “Accumulated other comprehensive income (loss).”

For certain of the pension plans, accumulated benefit obligations (ABO) exceed plan assets. For these plans, the combined projected benefit obligation, ABO and fair value of plan assets were $219.8 million, $207.4 million and $158.1 million, respectively, as of December 31, 2009 and $217.4 million, $204.4 million and $146.4 million, respectively, as of December 31, 2008.

Components of Net Periodic Pension Expense

The components of net periodic pension expense were as follows (in millions):

	Year ended December 31,
	2009			2008			2007
Service cost	$	4.4		$	4.4		$	5.5
Interest cost		13.0			12.6			12.0
Expected return on plan assets		(14.4	)		(15.2	)		(14.1	)
Amortization of prior service cost		0.3			0.3			0.1
Amortization of unrecognized gain		0.3			(0.1	)		0.2
Special termination benefits and curtailment (gain) loss recognized		0.2			0.2			(0.9	)
	$	3.8		$	2.2		$	2.8

In 2009, UCI recorded $0.2 million of curtailment losses related to headcount reductions as part of specific actions taken to align UCI’s cost structure with current market conditions.  As a result of closing one of UCI’s water pump operations (Note 2), in 2008 UCI recorded $0.2 million of expense for special pension benefits for the terminated employees and in 2007 UCI recorded a $0.9 million curtailment gain.

72

United Components, Inc.

Notes to Consolidated Financial Statements

Assumptions

UCI determines its actuarial assumptions on an annual basis. In determining the present values of UCI’s benefit obligations and net periodic pension expense for all plans as of and for the years ended December 31, 2009, 2008 and 2007, UCI used the following assumptions:

	2009			2008			2007
Weighted average discount rate to determine benefit obligations		6.0	%		6.2	%		6.5	%
Weighted average discount rate to determine net cost		6.2	%		6.5	%		5.8	%
Weighted average rate of future compensation increases to determine benefit obligation		3.5	%		4.0	%		4.0	%
Weighted average rate of future compensation increases to determine net cost		4.0	%		4.0	%		4.0	%
Weighted average rate of return on plan assets to determine net cost		8.0	%		8.0	%		8.0	%

The discount rate was determined considering current yield curves representing high quality, long-term fixed income instruments. The discount rate for our U.S. plans is based on a review of high quality (Aa or better) bonds from the Barclay’s Capital bond database.

Plan Assets

UCI directs the investment of the plans’ assets with the objective of being able to meet current and future benefit payment needs while maximizing total investment returns within the constraints of a prudent level of portfolio risk and diversification. UCI believes it is prudent to diversify among and within each asset class to decrease portfolio risk while, at the same time, proving the potential for enhanced long-term returns.  Equity investments comprise the largest portion of the plan assets because they are believed to provide greater long-term returns than fixed income investments, although with greater short-term volatility.  Additionally, UCI believes that a meaningful allocation to foreign equities will increase portfolio diversification and thereby decrease portfolio risk while, at the same time, providing the potential for enhanced long-term returns.   With respect to fixed income investments, UCI believes that the duration of the fixed income component should approximate the projected benefit obligation duration for better correlation of assets to liabilities.

Derivatives, options and futures are permitted investments but only for the purpose of reducing risk. Derivatives, options and futures are not permitted for speculative purposes. Currently, the use of derivative instruments is not significant when compared to the overall portfolio.

UCI believes that investment managers with active mandates can reduce portfolio risk below market risk and potentially add value through security selection strategies.  Consistent with this belief, UCI retains the services of professional money managers to provide advice and recommendations to help UCI discharge its fiduciary responsibilities in furtherance of the plans’ goals.  With the services of professional money managers and the asset allocation targets discussed below, UCI believes that the assumed expected long-term return on plan assets of 8.0% used to determine net pension cost will be achieved.

UCI has a long-term strategic target for the allocation of plan assets. However, UCI realizes that actual allocations at any point will vary from this strategic target due to current and anticipated market conditions and required cash flows to and from the plans. The “Permitted Range” anticipates this fluctuation and provides flexibility for the professional managers’ portfolios to vary around the target without a mandatory immediate rebalancing.

73

United Components, Inc.

Notes to Consolidated Financial Statements

	Strategic Target			Permitted Range
U.S. equities		42	%	37% to 47%
Foreign equities		23	%	18% to 28%
Fixed income		35	%	25% to 45%
		100	%

The fair value of the plan assets at December 31, 2009 are presented below (in millions).

			% of Total
U.S. equities
Large Cap Growth	$	17.0
Large Cap Value		15.6
Large Cap Indexed		26.7
Small and Mid Cap Growth		8.2
Small and Mid Cap Value		9.3
Total U.S. equities		76.8		47	%
Foreign equities		35.4		21	%
Fixed income
Short & Mid Duration		16.3
Long Duration		30.5
Long Duration Indexed		6.8
Total fixed income		53.6		32	%
Cash		0.7		*
	$	166.5		100	%

*  Less than 1%

The plan assets are primarily invested in commingled collective trusts, as well as a portion in pooled separate accounts of a large, rated A+ (Superior) by A.M. Best insurance company, collectively the “Investment Funds.”  The Investment Funds are managed by professional money managers.  The following provides a summary of the investment styles of the respective Investment Funds.

Growth Investment Funds – This investment style seeks long-term growth through equity appreciation.  Large Cap Growth funds seeks long-term appreciation through investment in large market capitalizations similar to companies in the Russell 1000, while the Small and Mid Cap Growth funds invest in small and mid market capitalizations similar to companies in the Russell 2500.

Value Investment Funds – This investment style seeks to identify equity securities that are perceived to be undervalued in the marketplace.  Large Cap Value funds invest in large market capitalizations similar to companies in the Russell 1000, while the Small and Mid Cap Growth funds invest in small and mid market capitalizations similar to companies in the Russell 2500.

Large Cap Indexed – This investment style seeks to replicate the S&P 500.

Foreign Equities – This investment style uses multiple sub-advisors including core, value, growth and emerging markets strategies to provide a diversified exposure to non-U.S. equity markets.

Short & Mid Duration Fixed Income – This investment style invests in a diversified portfolio of corporate securities and U.S. Treasuries and Agencies with shorter average durations.  This investment style benchmarks against the Barclays Capital Aggregate Index.

74

United Components, Inc.

Notes to Consolidated Financial Statements

Long Duration Fixed Income – This investment style invests in a diversified portfolio of corporate securities and U.S. Treasury securities which have maturities greater than ten years.  The asset allocation is weighted much heavier to U.S. investment grade corporate securities.

Long Duration Indexed – This investment style seeks to track the return of the Barclays Capital Long Government / Credit Bond Index.   This strategy invests in a diversified portfolio of corporate securities and U.S. Treasuries and Agencies which have maturities greater than ten years.

Fair value measurements - The Investment Funds determine the fair value of them by accumulating the fair values of their underlying investments.  The pension plans own undivided interests in the underlying assets of the Investment Funds where no active market exists for the identical investment.  Accordingly, the fair value measurements of the Investment Funds are considered Level 2 measurements.

Cash Flows

It is UCI’s policy to fund amounts for pension plans sufficient to meet the minimum requirements set forth in applicable benefits laws and local tax laws, for U.S. plans, including the Pension Protection Act of 2006 and the Worker, Retiree, and Employer Recovery Act of 2008 for U.S. plans. From time to time, UCI may contribute additional amounts as deemed appropriate.  During 2010, UCI expects to contribute approximately $3.1 million to its plans.

Pension benefits expected to be paid are as follows: $10.6 million in 2010; $11.1 million in 2011; $11.6 million in 2012; $12.1 million in 2013; $12.6 million in 2014; and $70.8 million in 2015 through 2019. Expected benefit payments are based on the same assumptions used to measure UCI’s benefit obligations at December 31, 2009 and include estimated future employee service.

Profit Sharing and Defined Contribution Pension Plans

Certain UCI subsidiaries sponsor defined contribution plans under section 401(k) of the Internal Revenue Code. Eligible participants may elect to defer from 5% to 50% of eligible compensation, subject to certain limitations imposed by the Internal Revenue Code. For some plans, such subsidiaries are required to match employees’ contributions based on formulas which vary by plan. For the rest of these plans, UCI matching contributions are discretionary. For those plans where UCI’s matching contributions are discretionary, UCI did not make any matching contribution in 2009.

UCI subsidiaries in China participate in government-sponsored defined contribution plans. UCI’s subsidiary in the United Kingdom sponsors a defined contribution plan.  For United States profit sharing and defined contribution pension plans, UCI expensed $1.1 million, $2.8 million and $3.5 million for the years ended December 31, 2009, 2008 and 2007, respectively. For the Chinese and United Kingdom defined contribution plans, UCI expensed $0.1 million, $0.7 million, and $0.4 million for the years ended December 31, 2009, 2008, and 2007, respectively.

75

United Components, Inc.

Notes to Consolidated Financial Statements

Other Postretirement Benefits

Certain UCI subsidiaries provide health care and life insurance benefits to eligible retired employees. The plans are partially funded by participant contributions and contain cost-sharing features such as deductibles and coinsurance.

The measurement date used to determine postretirement obligations is December 31. The following table presents information for the postretirement plans (in millions):

	December 31,
	2009			2008
Change in benefit obligations
Benefit obligations at beginning of year	$	9.7		$	8.3
Service cost		0.3			0.3
Interest cost		0.6			0.5
Actuarial loss		—			1.3
Benefits paid		(0.8	)		(0.7	)
Benefit obligations accrued at end of year	$	9.8		$	9.7

The accrued obligation was included in the balance sheet as follows (in millions):

	December 31,
	2009			2008
Accrued obligation included in “Accrued expenses and other current liabilities”	$	(0.7	)	$	(0.8	)
Accrued obligation included in “Pension and other postretirement liabilities”		(9.1	)		(8.9	)
	$	(9.8	)	$	(9.7	)

A portion of the $9.8 million and $9.7 million of accrued liabilities shown above has not been recorded in UCI’s income statement, but instead has been recorded in “Accumulated other comprehensive income (loss).” The accumulated amounts in “Accumulated other comprehensive income (loss)” were $(1.0) million (($0.6) million after tax) and $(1.0) million ($(0.6) million after tax) at December 31, 2009 and 2008, respectively.

The following were the components of net periodic postretirement benefit cost (in millions):

	Year ended December 31,
	2009		2008		2007
Service cost	$	0.3	$	0.3	$	0.2
Interest cost		0.6		0.5		0.5
	$	0.9	$	0.8	$	0.7

UCI determines its actuarial assumptions annually. In determining the present values of UCI’s benefit obligations, UCI used discount rates of 6.0%, 6.1% and 6.5% for the years ended December 31, 2009, 2008 and 2007, respectively. In determining UCI’s benefit obligation at December 31, 2009, the annual health care cost trend rate is assumed to decline from 8.0% in 2010 to 4.5% in 2030. In determining net periodic benefit cost, UCI used discount rates of 6.1%, 6.5% and 5.8% for the years ended December 31, 2009, 2008 and 2007, respectively. Increasing the assumed healthcare cost trend rates by one percentage point would result in additional annual costs of approximately $0.1 million. Decreasing the assumed health care cost trend rates by one percentage point would result in a decrease of approximately $0.1 million in annual costs. The effect on postretirement benefit obligations at December 31, 2009 of a one percentage point increase would be $0.5 million. The effect of a one percentage point decrease would be $0.4 million.

UCI continues to fund medical and life insurance benefit costs principally on a pay-as-you-go basis. The pay-as-you-go expenditures for postretirement benefits have not been material. During 2010, UCI expects to contribute approximately $0.7 million to its postretirement benefit plans. In the years 2011 through 2014, UCI expects to pay $0.7 million of benefits each year. The aggregate benefits expected to be paid in the five years 2015 through 2019 are $3.8 million.

76

United Components, Inc.

Notes to Consolidated Financial Statements

NOTE 16 — COMMITMENTS AND CONTINGENCIES

Leases

The following is a schedule of the future minimum payments under operating leases that have non-cancelable lease terms (in millions):

	Minimum payments
2010	$	5.8
2011		4.8
2012		4.0
2013		3.5
2014		3.3
2015 and thereafter		12.2
	$	33.6

These lease payments include the payment of certain taxes and other expenses. Rent expense was $6.3 million, $5.8 million and $4.8 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Insurance Reserves

UCI purchases insurance policies for workers’ compensation, automobile and product and general liability. These policies include high deductibles for which UCI is responsible. These deductibles are estimated and recorded as expenses in the period incurred. Estimates of these expenses are updated each quarter and are adjusted accordingly. These estimates are subject to substantial uncertainty because of several factors that are difficult to predict, including actual claims experience, regulatory changes, litigation trends and changes in inflation. Estimated unpaid losses for which UCI is responsible are included in the balance sheet in “Accrued expenses and other current liabilities.”

Environmental

UCI is subject to a variety of federal, state, local and foreign environmental laws and regulations, including those governing the discharge of pollutants into the air or water, the management and disposal of hazardous substances or wastes, and the cleanup of contaminated sites. UCI has been identified as a potentially responsible party for contamination at two sites. One of these sites is a former facility in Edison, New Jersey (the “New Jersey Site”), where a state agency has ordered UCI to continue with the monitoring and investigation of chlorinated solvent contamination. The New Jersey Site has been the subject of litigation to determine whether a neighboring facility was responsible for contamination discovered at the New Jersey Site. A judgment has been rendered in that litigation to the effect that the neighboring facility is not responsible for the contamination. UCI is analyzing what further investigation and remediation, if any, may be required at the New Jersey Site. The second site is a previously owned site in Solano County, California (the “California Site”), where UCI, at the request of the regional water board, is investigating and analyzing the nature and extent of the contamination and is conducting some remediation. Based on currently available information, management believes that the cost of the ultimate outcome of the environmental matters related to the New Jersey Site and the California Site will not exceed the $1.6 million accrued at December 31, 2009 by a material amount, if at all. However, because all investigation and analysis has not yet been completed and due to inherent uncertainty in such environmental matters, it is possible that the ultimate outcome of these matters could have a material adverse effect on results for a single quarter. Expenditures for these environmental matters totaled $0.4 million in each of 2009, 2008 and 2007.

In addition to the two matters discussed above, UCI has been named as a potentially responsible party at a site in Calvert City, Kentucky (the “Kentucky Site”). UCI estimates settlement costs at $0.1 million for this site. Also, UCI is involved in regulated remediation at two of its manufacturing sites (the “Manufacturing Sites”). The combined cost of the remaining remediation at such Manufacturing Sites is $0.3 million. UCI anticipates that the majority of the $0.4 million reserved for settlement and remediation costs will be spent in the next year. To date, the expenditures related to the Kentucky Site and the Manufacturing Sites have been immaterial.

77

United Components, Inc.

Notes to Consolidated Financial Statements

Antitrust Litigation

UCI and its wholly owned subsidiary, Champion Laboratories, Inc. (“Champion”), were named as two of multiple defendants in 23 complaints originally filed in the District of Connecticut, the District of New Jersey, the Middle District of Tennessee and the Northern District of Illinois alleging conspiracy violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, related to aftermarket oil, air, fuel and transmission filters.  Eight of the complaints also named The Carlyle Group as a defendant, but those plaintiffs voluntarily dismissed Carlyle from each of those actions without prejudice.  Champion, but not UCI, was also named as a defendant in 13 virtually identical actions originally filed in the Northern and Southern Districts of Illinois, and the District of New Jersey.  All of these complaints are styled as putative class actions on behalf of all persons and entities that purchased aftermarket filters in the U.S. directly from the defendants, or any of their predecessors, parents, subsidiaries or affiliates, at any time during the period from January 1, 1999 to the present.  Each case seeks damages, including statutory treble damages, an injunction against future violations, costs and attorney’s fees.

UCI and Champion were also named as two of multiple defendants in 17 similar complaints originally filed in the District of Connecticut, the Northern District of California, the Northern District of Illinois and the Southern District of New York by plaintiffs who claim to be indirect purchasers of aftermarket filters.  Two of the complaints also named The Carlyle Group as a defendant, but the plaintiffs in both of those actions voluntarily dismissed Carlyle without prejudice.  Champion, but not UCI, was also named in 3 similar actions originally filed in the Eastern District of Tennessee, the Northern District of Illinois and the Southern District of California.  These complaints allege conspiracy violations of Section 1 of the Sherman Act and/or violations of state antitrust, consumer protection and unfair competition law.  They are styled as putative class actions on behalf of all persons or entities who acquired indirectly aftermarket filters manufactured and/or distributed by one or more of the defendants, their agents or entities under their control, at any time between January 1, 1999 and the present; with the exception of three complaints which each allege a class period from January 1, 2002 to the present, and one complaint which alleges a class period from the “earliest legal permissible date” to the present.  The complaints seek damages, including statutory treble damages, an injunction against future violations, disgorgement of profits, costs and attorney’s fees.

On August 18, 2008, the Judicial Panel on Multidistrict Litigation (“JPML”) issued an order transferring the U.S. direct and indirect purchaser aftermarket filters cases to the Northern District of Illinois for coordinated and consolidated pretrial proceedings before the Honorable Robert W. Gettleman pursuant to 28 U.S.C. § 1407.  On November 26, 2008, all of the direct purchaser plaintiffs filed a Consolidated Amended Complaint.  This complaint names Champion as one of multiple defendants, but it does not name UCI.  The complaint is styled as a putative class action and alleges conspiracy violations of Section 1 of the Sherman Act.  The direct purchaser plaintiffs seek damages, including statutory treble damages, an injunction against future violations, costs and attorney’s fees.  On February 2, 2009, Champion filed its answer to the direct purchasers’ Consolidated Amended Complaint.

On December 1, 2008, all of the indirect purchaser plaintiffs, except Gasoline and Automotive Service Dealers of America (“GASDA”), filed a Consolidated Indirect Purchaser Complaint.  This complaint names Champion as one of multiple defendants, but it does not name UCI.  The complaint is styled as a putative class action and alleges conspiracy violations of Section 1 of the Sherman Act and violations of state antitrust, consumer protection and unfair competition law.  The indirect purchaser plaintiffs seek damages, including statutory treble damages, penalties and punitive damages where available, an injunction against future violations, disgorgement of profits, costs and attorney’s fees.  On February 2, 2009, Champion and the other defendants jointly filed a motion to dismiss the Consolidated Indirect Purchaser Complaint.  On November 5, 2009, the Court granted the motion in part, and denied it in part.  The Court directed the indirect purchaser plaintiffs to file an amended complaint conforming to the order.  On November 30, 2009, the indirect purchasers filed an amended complaint.  On December 17, 2009, the indirect purchasers filed a motion for leave to file a second amended complaint.  On December 22, 2009, the Court granted the motion for leave, but gave defendants permission to move to dismiss the second amended complaint.  Defendants’ filed that motion to dismiss on January 19, 2010.

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United Components, Inc.

Notes to Consolidated Financial Statements

On February 2, 2009, Champion, UCI and the other defendants jointly filed a motion to dismiss the GASDA complaint.  On April 13, 2009, GASDA voluntarily dismissed UCI from its case without prejudice.  On November 5, 2009, the Court granted defendants’ motion.

Pursuant to a stipulated agreement between the parties, all defendants produced limited initial discovery on January 30, 2009.  On December 10, 2009 the plaintiffs filed their first sets of interrogatories and requests for production of documents.  On January 11, 2010, all defendants filed a number of discovery requests to plaintiffs and third parties.  All discovery responses were due on February 16, 2010.  On January 21, 2010, the Court entered a scheduling order for discovery.  Under this order, discovery related to class-certification will proceed immediately, with document production scheduled to be completed no later than June 21, 2010.  Class certification briefing will follow the completion of document production, and expert discovery on merits-related issues will follow the court’s ruling on plaintiffs’ motions for class certification.

On January 12, 2009, Champion, but not UCI, was named as one of ten defendants in a related action filed in the Superior Court of California, for the County of Los Angeles on behalf of a purported class of direct and indirect purchasers of aftermarket filters.  On March 5, 2009, one of the defendants filed a notice of removal to the U.S. District Court for the Central District of California, and then subsequently requested that the JPML transfer this case to the Northern District of Illinois for coordinated pre-trial proceedings, and the JPML did.

Champion, but not UCI, was also named as one of five defendants in a class action filed in Quebec, Canada. This action alleges conspiracy violations under the Canadian Competition Act and violations of the obligation to act in good faith (contrary to art. 6 of the Civil Code of Quebec) related to the sale of aftermarket filters.  The plaintiff seeks joint and several liability against the five defendants in the amount of $5.0 million in compensatory damages and $1.0 million in punitive damages.  The plaintiff is seeking authorization to have the matter proceed as a class proceeding, which motion has not yet been ruled on.

Champion, but not UCI, was also named as one of 14 defendants in a class action filed on May 21, 2008, in Ontario, Canada.  This action alleges civil conspiracy, intentional interference with economic interests, and conspiracy violations under the Canadian Competition Act related to the sale of aftermarket filters.  The plaintiff seeks joint and several liability against the 14 defendants in the amount of $150 million in general damages and $15 million in punitive damages.  The plaintiff is also seeking authorization to have the matter proceed as a class proceeding, which motion has not yet been ruled on.

On July 30, 2008, the Office of the Attorney General for the State of Florida issued Antitrust Civil Investigative Demands to Champion and UCI requesting documents and information related to the sale of oil, air, fuel and transmission filters.  We are cooperating with the Attorney General’s requests.  On April 16, 2009, the Florida Attorney General filed a complaint against Champion and eight other defendants in the Northern District of Illinois.  The complaint alleges violations of Section 1 (f) of the Sherman Act and Florida law related to the sale of aftermarket filters.  The complaint asserts direct and indirect purchaser claims on behalf of Florida governmental entities and Florida consumers.  It seeks damages, including statutory treble damages, penalties, fees, costs and an injunction.  The Florida Attorney General action is being coordinated with the rest of the filters cases pending in the Northern District of Illinois before the Honorable Robert W. Gettleman.

The Antitrust Division of the Department of Justice (DOJ) investigated the allegations raised in these suits and certain current and former employees of the defendants, including Champion, testified pursuant to subpoenas.  On January 21, 2010, DOJ sent a letter to counsel for Champion stating that “the Antitrust Division’s investigation into possible collusion in the replacement auto filters industry is now officially closed.”

We intend to vigorously defend against these claims.

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United Components, Inc.

Notes to Consolidated Financial Statements

Value-added Tax Receivable

UCI’s Mexican operation has outstanding receivables denominated in Mexican pesos in the amount of $3.7 million from the Mexican Department of Finance and Public Credit, which are included in the balance sheet in “Other current assets”. The receivables relate to refunds of Mexican value-added tax, to which UCI believes it is entitled in the ordinary course of business. The local Mexican tax authorities have rejected UCI’s claims for these refunds, and UCI has commenced litigation in the regional federal administrative and tax courts in Monterrey to order the local tax authorities to process these refunds.

Patent Litigation

Champion is a defendant in litigation with Parker-Hannifin Corporation pursuant to which Parker-Hannifin claims that certain of Champion’s products infringe a Parker-Hannifin patent. On December 11, 2009, following trial, a jury verdict was reached, finding in favor of Parker-Hannifin with damages of approximately $6.5 million.  No judgment has yet been entered by the court in this matter.  Champion continues to vigorously defend this matter; however, there can be no assurance with respect to the outcome of litigation. UCI has recorded a $6.5 million liability and incurred trial costs of $0.5 million in the financial statements for this matter.

Other Litigation

UCI is subject to various other contingencies, including routine legal proceedings and claims arising out of the normal course of business. These proceedings primarily involve commercial claims, product liability claims, personal injury claims and workers’ compensation claims. The outcome of these lawsuits, legal proceedings and claims cannot be predicted with certainty. Nevertheless, UCI believes that the outcome of any currently existing proceedings, even if determined adversely, would not have a material adverse effect on UCI’s financial condition or results of operations.

NOTE 17 — RELATED PARTY TRANSACTIONS

UCI has an employment agreement with one of its executive officers providing for annual compensation amounting to approximately $0.5 million per annum plus bonuses and severance pay under certain circumstances.  In addition, UCI has agreements with certain of its other executive officers providing for severance under certain circumstances.  The severance agreements generally provide for salary continuation for a period of twelve months or, in the case of a change in control, a period of 24 months.  Total potential severance for its executive officers amounts to approximately $1.4 million, or in the case of a change in control, approximately $2.8 million.

In 2003, UCI entered into a management agreement with TC Group, L.L.C., an affiliate of Carlyle, for management and financial advisory services and oversight to be provided to UCI and its subsidiaries. Pursuant to this agreement, UCI pays an annual management fee of $2.0 million and out-of-pocket expenses, and UCI may pay Carlyle additional fees associated with financial advisory services and other transactions. The management agreement provides for indemnification of Carlyle against liabilities and expenses arising out of Carlyle’s performance of services under this agreement. The agreement terminates either when Carlyle or its affiliates own less than 10% of UCI’s equity interest or when UCI and Carlyle mutually agree to terminate the agreement.

Sales to The Hertz Corporation were $0.9 million, $0.6 million and $0.6 million for the years ended December 31, 2009, 2008 and 2007, respectively. Affiliates of The Carlyle Group own more than 10% of Hertz Global Holdings, Inc.  The Hertz Corporation is an indirect, wholly-owned subsidiary of Hertz Global Holdings, Inc.

80

United Components, Inc.

Notes to Consolidated Financial Statements

Sales to Allison Transmission, Inc. were $0.6 million for the year ended December 31, 2009. Affiliates of The Carlyle Group own more than 10% of Allison Transmission, Inc.

As part of the ASC Acquisition, UCI acquired a 51% interest in a Chinese joint venture. This joint venture purchases aluminum castings from UCI’s 49% joint venture partner, Shandong Yanzhou Liancheng Metal Products Co. Ltd. (“LMC”) and other materials from LMC’s affiliates. In 2009, 2008 and 2007, UCI purchased $11.1 million, $12.0 million and $15.4 million, respectively, from LMC and its affiliates.  In addition, UCI sold materials and processing services to LMC in the amount of $3.1 million in 2009.

ASC rents a building from its former president. The 2009, 2008 and 2007 rent payments, which are believed to be at market rate, were $1.5 million, $1.5 million and $1.4 million, respectively.

NOTE 18 — GEOGRAPHIC INFORMATION

UCI had the following net sales by country (in millions):

	Year ended December 31,
	2009		2008		2007
United States	$	755.1	$	735.1	$	821.7
Canada		29.0		30.1		34.0
Mexico		24.7		32.9		34.7
United Kingdom		11.6		12.3		13.8
France		8.6		9.8		8.5
Germany		5.4		5.0		4.2
Spain		4.2		5.2		4.1
Venezuela		2.3		4.6		6.4
Other		44.1		45.4		42.4
	$	885.0	$	880.4	$	969.8

Net long-lived assets by country were as follows (in millions):

	December 31,
	2009		2008
United States	$	192.9	$	201.5
China		29.7		33.2
Mexico		8.9		9.9
Spain		3.8		2.3
Goodwill		241.5		241.5
	$	476.8	$	488.4

NOTE 19 — STOCK-BASED COMPENSATION

In 2009, 2008 and 2007, pre-tax expenses of $0.4 million, $0.8 million and $3.4 million, respectively, were recorded for stock option based compensation.

81

United Components, Inc.

Notes to Consolidated Financial Statements

Description of Equity Incentive Plan

Holdco adopted a stock option plan in 2003. In December 2008, the Board of Directors of Holdco approved the adoption of an amended and restated equity incentive plan that represented a complete amendment, restatement and continuation of the previous stock option plan. The amended and restated equity incentive plan permits the granting of options to purchase shares of common stock of Holdco to UCI’s employees, directors, and consultants, as well as the granting of restricted shares of Holdco common stock. Options and restricted shares granted pursuant to the equity incentive plan must be authorized by the Compensation Committee of the Board of Directors of Holdco. The aggregate number of shares of Holdco’s common stock that may be issued under the equity incentive plan may not exceed 450,000.

The terms of the options may vary with each grant and are determined by the Compensation Committee within the guidelines of the equity incentive plan. No option life can be greater than ten years. Options currently vest over an 8 year period, and vesting of a portion of the options could accelerate if UCI achieves certain financial targets, or in the event of certain changes in control. The options have an exercise price equal to the estimated market value of Holdco’s common stock on the date of grant, except for options to purchase 45,750 shares of stock granted in 2007 at an exercise price that was above the estimated market value at the date of grant.

The terms of the restricted stock are determined by the Compensation Committee within the guidelines of the equity incentive plan.  The shares of the restricted stock vest only upon a change in control of Holdco.

Stock Options

Options granted prior to December 2006 originally had an exercise price of $100. In January 2007, as a result of the dividend paid to Holdco stockholders of approximately $96 per share, the exercise price for all options outstanding as of that date was revised to $5 per share. See “Stock Option Modifications” below.

Information related to the number of shares under options follows:

	December 31,
	2009			2008			2007
Number of shares under option:
Outstanding, beginning of year		177,426			233,995			321,565
Granted		2,000			2,000			73,750
Canceled		(48,061	)		(38,000	)		(42,654	)
Exercised		(3,650	)		(20,569	)		(118,666	)
Outstanding, end of year		127,715			177,426			233,995
Exercisable, end of year		110,906			141,520			148,611

The Black-Scholes option pricing model was used to estimate fair values of the options as of the date of grant. The fair value of options granted in 2009 and 2008 was $29.98 and $5.06, respectively. The fair value of options granted in 2007 ranged from $4.05 to $12.96. Principal assumptions used in applying the Black-Scholes model were as follows:

Valuation assumptions	2009			2008			2007
Dividend yield		0.00	%		0.00	%		0.00	%
Risk-free interest rate		2.92	%		2.82	%		4.67	%
Volatility		41.76	%		42.15	%		41.83	%
Expected option term in years		8			8			8
Weighted average exercise price per share	$	58.80		$	23.63		$	74.11
Weighted average market value per share	$	58.80		$	13.87		$	23.63

82

United Components, Inc.

Notes to Consolidated Financial Statements

Because of its outstanding debt balances, UCI does not anticipate paying cash dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero. The expected option term is based on the assumption that options will be outstanding throughout their 8-year vesting period. Volatility is based upon the volatility of comparable publicly traded companies. Because Holdco is not publicly traded, the market value of its stock is estimated based upon the valuation of comparable publicly traded companies, the value of reported acquisitions of comparable companies, and discounted cash flows. The exercise price and market value per share amounts presented above were as of the date the stock options were granted.

A summary of stock option activity in 2009 follows:

	Number of Shares Under Option			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at December 31, 2008		177,426		$	13.66
Granted		2,000			58.80
Canceled		(48,061	)		26.04
Exercised		(3,650	)		5.00
Outstanding at December 31, 2009		127,715		$	9.60	5.4 years
Exercisable at December 31, 2009		110,906		$	8.37	5.2 years

The intrinsic value of options exercised during 2009, 2008 and 2007 was $0.1 million, $0.3 million and $2.2 million, respectively. Proceeds from the exercise of options in 2009, 2008 and 2007 of $18 thousand dollars, $0.1 million and $0.6 million, respectively, were received and retained by Holdco.

A summary of the number of shares under options that are outstanding as of December 31, 2009 follows:

Number of Shares Under Option	Weighted Average Remaining Life		Weighted Average Exercise Price		Number Exercisable at December 31, 2009		Weighted Average Exercise Price
108,715		4.9	$	5.00		100,353	$	5.00
15,000		8.1	$	23.63		8,153	$	23.63
2,000		10.0	$	58.80		400	$	58.80
2,000		8.0	$	105.00		2,000	$	105.00

At December 31, 2009, there was $0.9 million of unrecognized compensation cost relating to outstanding unvested stock options. Approximately $0.4 million of this cost will be recognized in 2010. The balance will be recognized in declining amounts through 2015.

The $0.4 million, $0.8 million and $3.4 million of stock option based compensation expense recorded in 2009, 2008 and 2007, respectively, is a non-cash charge.

Stock Option Modifications

In December 2006, Holdco declared a dividend of approximately $96 per share of common stock. In accordance with the terms of the agreement related to then outstanding stock options, in January 2007 the exercise price of all outstanding options was lowered to offset the adverse effect the dividend had on the value of the options. This change did not increase the value of the options; consequently, no additional compensation expense was or will be incurred.

In 2007, the Compensation Committee of the Board of Directors accelerated the vesting of approximately 10% of the then outstanding stock options and lowered the levels of profitability and cash generation required to achieve future accelerated vesting, including those for the 2007 year. This resulted in $1.5 million more expense in 2007 than would have been incurred had the changes not been made. Earlier vesting affects when stock option expense is recognized, but does not affect the ultimate total expense. Consequently, accelerating the vesting resulted in recording more of the total expense in 2007and less in later years.

83

United Components, Inc.

Notes to Consolidated Financial Statements

Restricted Stock

In December 2008, the Compensation Committee granted 32,500 shares of restricted stock in exchange for options to purchase 32,500 shares of common stock issued in 2007 at an exercise price of $105.00 per share. The stock options surrendered in exchange for the restricted stock are presented as a cancellation of stock options in the stock option activity table above. Also in December 2008, the Compensation Committee granted an additional 21,840 shares of restricted stock to various members of management.

A summary of all restricted stock activity during 2009 is as follows:

	Number of Shares			Weighted Average Grant Date Fair Value
Restricted Stock Outstanding at December 31, 2008		54,340		$	13.87
Granted		59,500		$	48.13
Vested		—		$	—
Forfeited		(4,000	)	$	13.87
Restricted Stock Outstanding at December 31, 2009		109,840		$	32.43

During 2009 and 2008, the Company granted 59,500 and 54,340 shares of restricted stock with aggregate fair values of $2.9 million and $0.7 million, respectively.

The terms of the restricted stock agreement provide that the shares of restricted stock vest only upon a change of control, as defined, of Holdco. Due to the uncertainty surrounding the ultimate vesting of the restricted stock, no stock-based compensation expense has been recorded. When a change in control becomes probable, expense equal to the fair value of the stock at that time will be recorded.

NOTE 20 — FAIR VALUE ACCOUNTING

The accounting guidance on fair value measurements uses the term “inputs” to broadly refer to the assumptions used in estimating fair values. It distinguishes between (i) assumptions based on market data obtained from independent third party sources (“observable inputs”) and (ii) UCI’s assumptions based on the best information available (“unobservable inputs”). The accounting guidance requires that fair value valuation techniques maximize the use of “observable inputs” and minimize the use of “unobservable inputs.” The fair value hierarchy consists of the three broad levels listed below. The highest priority is given to Level 1, and the lowest is given to Level 3.

Level 1 — Quoted market prices in active markets for identical assets or liabilities

Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable

Level 3 — Unobservable inputs developed using UCI’s estimates and assumptions, which reflect those that market participants would use when valuing an asset or liability

The determination of where an asset or liability falls in the hierarchy requires significant judgment.

84

United Components, Inc.

Notes to Consolidated Financial Statements

Interest rate swap measured at fair value on a recurring basis

The only recurring fair value measurement reflected in UCI’s financial statements was the measurement of interest rate swaps. These interest rate swaps are described in Note 21. The swaps expired in August 2008 and were not replaced.

When the swaps were outstanding, the fair value of the interest rate swaps were estimated at the present value of the difference between (i) interest payable for the duration of the swap at the swap interest rate and (ii) interest that would be payable for the duration of the swap at the relevant current interest rate at the date of measurement. The estimated fair value was based on “Level 2” inputs.

Assets measured at fair value on a nonrecurring basis

In 2009, no assets were adjusted to their fair values on a nonrecurring basis.

In 2008, the assets listed in the following table were adjusted to fair value on a nonrecurring basis. The amounts are in millions.

		Fair Value Measurements
		Using
		Significant Unobservable Inputs		2008 Write-down
Description		(Level 3)		Loss Adjustments
Assets held for sale	(a)	$	0.0	$	(1.3	)
Trademarks	(b)	$	0.5	$	(0.5	)

(a) See Note 2 for a description of the impairment write-down of these long-lived assets held for sale. Their carrying amount of $1.3 million was written down to their fair value of zero. This resulted in a loss of $1.3 million, which was included in the 2008 income statement in “Restructuring costs”.

(b) See Note 9 for a description of the 2008 impairment write-down of this intangible asset. The estimated fair value of this asset is based on discounted cash flows. The cash flows are estimated benefits, which are in the form of avoided costs, because UCI owns this intangible asset. The estimated fair value of this intangible asset is based on “Level 3” inputs.

Fair value of financial instruments

Cash and cash equivalents - The carrying amount of cash equivalents approximates fair value because the original maturity is less than 90 days.

Trade accounts receivable - The carrying amount of trade receivables approximates fair value because of their short outstanding terms.

Trade accounts payable - The carrying amount of trade payables approximates fair value because of their short outstanding terms.

Short-term borrowings - The carrying value of these borrowings equals fair value because their interest rates reflect current market rates.

85

United Components, Inc.

Notes to Consolidated Financial Statements

Long-term debt - The fair value of the $190 million of term loan borrowings under the senior credit facility at December 31, 2009 and 2008 was $176.7 million and $131.1 million, respectively. The estimated fair value of the term loan was based on information provided by an independent third party who participates in the trading market for debt similar to the term loan. Due to the infrequency of trades, this input is considered to be a Level 2 input.

The fair value of the $230 million senior subordinated notes at December 31, 2009 and 2008 was $221.1 million and $94.9 million, respectively. The estimated fair value of these notes was based on bid/ask prices, as reported by a third party bond pricing service. Due to the infrequency of trades of the senior subordinated notes, these inputs are considered to be Level 2 inputs.

Interest rate swaps - See Note 21.

NOTE 21 — INTEREST RATE SWAPS

In connection with UCI’s senior credit facilities, UCI was party to interest rate swap agreements that effectively converted $80 million of variable rate debt to fixed rate debt for the two years ended August 2007, and converted $40 million for the 12-month period ended August 2008. The variable component of the interest rate on borrowings under the senior credit facilities is based on LIBOR. Under the swap agreements, UCI paid 4.4%, and received the then current LIBOR on $80 million through August 2007 and UCI paid 4.4% and received the then current LIBOR on $40 million for the 12-month period ending August 2008.  UCI did not replace the interest rate swap that expired in August 2008.

Quarterly, UCI adjusted the carrying value of this interest rate swap derivative to its estimated fair value. The offset to the change in this carrying value was recorded as an adjustment to “Accumulated other comprehensive income (loss)” in UCI’s stockholder’s equity. At December 31, 2006, UCI recorded a $0.8 million asset to recognize the fair value of its interest rate swaps. UCI also recorded a $0.3 million deferred tax liability associated therewith. At December 31, 2007, the estimated fair value was $7 thousand dollars.

NOTE 22 — OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) was as follows (in millions):

	Interest rate swaps			Foreign Currency adjustment			Pension and OPEB Liability adjustment			Total accumulated other comprehensive income (loss)
Balance at January 1, 2007	$	0.5		$	0.6		$	(3.6	)	$	(2.5	)
2007 change		(0.5	)		0.8			9.0			9.3
Balance at December 31, 2007		—			1.4			5.4			6.8
2008 change		—			(4.3	)		(42.1	)		(46.4	)
Balance at December 31, 2008		—			(2.9	)		(36.7	)		(39.6	)
2009 change		—			1.2			5.9			7.1
Balance at December 31, 2009	$	—		$	(1.7	)	$	(30.8	)	$	(32.5	)

86

United Components, Inc.

Notes to Consolidated Financial Statements

NOTE 23 — OTHER INFORMATION

Cash payments for interest in 2009, 2008 and 2007 were $29.6 million, $33.6 million and $40.4 million, respectively. Cash payments (net of refunds) for income taxes for 2009, 2008 and 2007 were $7.6 million, $(3.5) million and $(1.3) million, respectively.

At December 31, 2009 and 2008, 1,000 shares of voting common stock were authorized, issued and outstanding. The par value of each share of common stock is $0.01 per share.

NOTE 24 — CONCENTRATION OF RISK

UCI places its cash investments with a relatively small number of high quality financial institutions. Substantially all of the cash and cash equivalents, including foreign cash balances at December 31, 2009 and 2008, were uninsured. Foreign cash balances at December 31, 2009 and 2008 were $8.4 million and $6.7 million, respectively.

UCI sells vehicle parts to a wide base of customers. Sales are primarily to automotive aftermarket customers. UCI has outstanding receivables owed by these customers and to date has experienced no significant collection problems. Sales to a single customer, AutoZone, approximated 30%, 29% and 28% of total net sales for the years ended December 31, 2009, 2008 and 2007, respectively. No other customer accounted for more than 10% of total net sales for the years ended December 31, 2009, 2008 and 2007.

NOTE 25 — QUARTERLY FINANCIAL INFORMATION (unaudited)

The following is a summary of the unaudited quarterly results of operations. UCI believes that all adjustments considered necessary for a fair presentation in accordance with generally accepted accounting principles have been included (in millions).

	Quarter Ended
	March 31		June 30		Sept. 30		Dec. 31
2009
Net sales	$	219.9	$	217.4	$	228.9	$	218.8
Gross profit		40.3		48.3		55.8		55.2
Net income attributable to United Components, Inc.		1.6		7.5		13.1		8.4
2008
Net sales	$	229.3	$	229.3	$	218.1	$	203.7
Gross profit		51.1		46.7		47.5		32.6
Net income (loss) attributable to United Components, Inc.		6.8		4.0		4.4		(5.3	)

87

United Components, Inc.

Notes to Consolidated Financial Statements

UCI’s quarterly results were affected by the gains and (losses) described in Notes 2, 9, 12 and 16. Below is a summary of the gains and (losses). Except for the effect on cost of sales described in Note 2 and the reduction in sales described in Note 12, none of these losses affect net sales or gross profit. The amounts below are after-tax amounts:

	2009 Quarter Ended
	March 31		June 30			Sept. 30		Dec. 31
Note 2 — Restructuring costs	$	0.1	$	(0.4	)	$	0.3	$	0.6
Note 16 — Patent litigation costs		—		—			—		4.3

	2008 Quarter Ended
	March 31			June 30			Sept. 30			Dec. 31
Note 2 — Restructuring costs		(0.2	)		(0.1	)		(0.1	)		(1.1	)
Note 9 — Trademark impairment loss		—			—			—			(0.3	)
Note 12 — Higher than normal warranty loss provision		—			(3.6	)		—			(0.6	)

NOTE 26 — SUBSEQUENT EVENTS

In February 2010, UCI entered into an agreement to sell its entire 51% interest in its Chinese joint venture to its joint venture partner, LMC.  The sale price is approximately $0.9 million, plus the assumption of certain liabilities due UCI of approximately $2.5 million.  Based upon the terms of the proposed transaction, UCI will record an after tax loss in the range of $1.2 million to $1.6 million.

The sale agreement also provides for the Company to enter into a long-term supply agreement pursuant to which LMC will supply certain water pump components to the Company.  As part of this long-term supply agreement, LMC will purchase from UCI all the aluminum necessary to produce aluminum parts to be supplied under the agreement.  The completion of the sale is subject to certain closing conditions, including approval from governmental entities in China; accordingly, there is no assurance when, or if, the transaction will be completed.

NOTE 27 — GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS

The senior credit facilities are secured by substantially all the assets of UCI. The Notes are unsecured and rank equally in right of payment with any of UCI’s future senior subordinated indebtedness. The Notes are subordinated to indebtedness and other liabilities of UCI’s subsidiaries that are not guarantors of the Notes. The Notes and borrowings under the senior credit facilities are guaranteed on a full and unconditional and joint and several basis by UCI’s domestic subsidiaries.

The condensed financial information that follows includes condensed financial statements for (a) UCI, which is the issuer of the Notes and borrower under the senior credit facilities, (b) the domestic subsidiaries, which guarantee the Notes and borrowings under the senior credit facilities (the “Guarantors”), (c) the foreign subsidiaries (the “Non-Guarantors”), and (d) consolidated UCI. Also included are consolidating entries, which principally consist of eliminations of investments in consolidated subsidiaries and intercompany balances and transactions. All goodwill is included in UCI’s balance sheet.

Separate financial statements of the Guarantor subsidiaries are not presented because their guarantees are full and unconditional and joint and several, and UCI believes separate financial statements and other disclosures regarding the Guarantor subsidiaries are not material to investors.

88

United Components, Inc.

Notes to Consolidated Financial Statements

Note 27 (continued)

Consolidating Condensed Balance Sheet

December 31, 2009

(in thousands)

	UCI Consolidated		Eliminations		UCI			Guarantors			Non- Guarantors
Assets
Current assets
Cash and cash equivalents	$	131,913	$	—	$	122,968		$	536		$	8,409
Accounts receivable, net		261,210		—		—			245,606			15,604
Inventories, net		133,058		—		—			110,247			22,811
Deferred tax assets		30,714		—		(13	)		31,654			(927	)
Other current assets		23,499		—		6,048			9,594			7,857
Total current assets		580,394		—		129,003			397,637			53,754
Property, plant and equipment, net		149,753		—		261			109,918			39,574
Investment in subsidiaries		—		39,612		(68,955	)		29,343			—
Goodwill		241,461		—		241,461			—			—
Other intangible assets, net		68,030		—		7,453			60,087			490
Deferred financing costs, net		1,843		—		1,843			—			—
Restricted cash		9,400		—		—			9,400			—
Other long-term assets		6,304		—		367			5,759			178
Total assets	$	1,057,185	$	39,612	$	311,433		$	612,114		$	93,996
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	111,898	$	—	$	4,974		$	89,121		$	17,803
Short-term borrowings		3,460		—		—			—			3,460
Current maturities of long-term debt		17,925		—		17,866			59			—
Accrued expenses and other current liabilities		106,981		—		9,242			93,900			3,839
Total current liabilities		240,264		—		32,082			183,080			25,102
Long-term debt, less current maturities		400,853		—		400,460			393			—
Pension and other postretirement liabilities		70,802		—		9,716			60,072			1,014
Deferred tax liabilities		8,546		—		21,469			(13,499	)		576
Due to UCI Holdco		30,105		—		30,105			—			—
Other long-term liabilities		6,672		—		—			4,739			1,933
Intercompany payables (receivables)		—		—		(480,531	)		475,936			4,595
Total shareholder’s equity		299,943		39,612		298,132			(98,577	)		60,776
Total liabilities and shareholder’s equity	$	1,057,185	$	39,612	$	311,433		$	612,144		$	93,996

89

United Components, Inc.

Notes to Consolidated Financial Statements

Note 27 (continued)

Consolidating Condensed Balance Sheet

December 31, 2008

(in thousands)

	UCI Consolidated		Eliminations			UCI			Guarantors			Non- Guarantors
Assets
Current assets
Cash and cash equivalents	$	46,612	$	—		$	39,061		$	860		$	6,691
Accounts receivable, net		261,624		—			—			246,101			15,523
Inventories, net		159,444		—			—			133,900			25,544
Deferred tax assets		24,245		—			255			23,479			511
Other current assets		19,452		—			648			8,602			10,202
Total current assets		511,377					39,964			412,942			58,471
Property, plant and equipment, net		167,906		—			1,006			123,579			43,321
Investment in subsidiaries		—		(253,698	)		225,275			28,423			—
Goodwill		241,461		—			241,461			—			—
Other intangible assets, net		74,606		—			9,025			65,378			203
Deferred financing costs, net		2,649		—			2,649			—			—
Pension and other assets		1,823		—			365			1,292			166
Total assets	$	999,822	$	(253,698	)	$	519,745		$	631,614		$	102,161
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	104,416	$	—		$	4,140		$	86,407		$	13,869
Short-term borrowings		25,199		—			20,003			—			5,196
Current maturities of long-term debt		422		—			363			59			—
Accrued expenses and other current liabilities		85,730		—			8,356			73,448			3,926
Total current liabilities		215,767		—			32,862			159,914			22,991
Long-term debt, less current maturities		418,025		—			417,573			452			—
Pension and other postretirement liabilities		79,832		—			10,336			68,276			1,220
Deferred tax liabilities		3,560		—			18,406			(15,500	)		654
Due to UCI Holdco		17,535		—			17,535			—			—
Other long-term liabilities		2,540		—			—			1,732			808
Intercompany payables (receivables)		—		—			(237,040	)		207,173			29,867
Total shareholder’s equity		262,563		(253,698	)		260,073			209,567			46,621
Total liabilities and shareholder’s equity	$	999,822	$	(253,698	)	$	519,745		$	631,614		$	102,161

90

United Components, Inc.

Notes to Consolidated Financial Statements

Note 27 (continued)

Consolidating Condensed Income Statement

Year Ended December 31, 2009

(in thousands)

	UCI Consolidated			Eliminations			UCI			Guarantors			Non- Guarantors
Net sales	$	884,954		$	(104,585	)	$	—		$	842,830		$	146,709
Cost of sales		685,356			(104,585	)		—			659,738			130,203
Gross profit		199,598			—			—			183,092			16,506
Operating expenses
Selling and warehousing		(56,598	)		—			(431	)		(50,398	)		(5,769	)
General and administrative		(45,525	)		—			(14,177	)		(26,188	)		(5,160	)
Amortization of acquired intangible assets		(5,758	)		—			—			(5,758	)		—
Restructuring costs		(923	)		—			—			(1,371	)		448
Patent litigation costs		(7,002	)		—			—			(7,002	)		—
Operating income (loss)		83,792			—			(14,608	)		92,375			6,025
Other income (expense)
Interest expense, net		(30,001	)		—			(29,817	)		(26	)		(158	)
Intercompany interest		—			—			25,518			(25,024	)		(494	)
Management fee expense		(2,000	)		—			(2,000	)		—			—
Miscellaneous, net		(5,458	)		—			—			(5,458	)		—
Income (loss) before income taxes		46,333			—			(20,907	)		61,867			5,373
Income tax (expense) benefit		(16,377	)		—			(7,953	)		22,145			2,185
Increase (decrease) from continuing operations before equity in earnings of subsidiaries		29,956			—			(12,954	)		39,722			3,188
Equity in earnings of subsidiaries		—			(45,798	)		43,590			2,208			—
Net income (loss)		29,956			(45,798	)		30,636			41,930			3,188
Less: Loss attributable to noncontrolling interest		(680	)		—			—			—			(680	)
Net income attributable to United Components, Inc.	$	30,636		$	(45,798	)	$	30,636		$	41,930		$	3,868

91

United Components, Inc.

Notes to Consolidated Financial Statements

Note 27 (continued)

Consolidating Condensed Income Statement

Year Ended December 31, 2008

(in thousands)

	UCI Consolidated			Eliminations			UCI			Guarantors			Non- Guarantors
Net sales	$	880,441		$	(88,019	)	$	—		$	834,630		$	133,830
Cost of sales		702,522			(88,019	)		—			659,695			130,846
Gross profit		177,919			—			—			174,935			2,984
Operating expenses
Selling and warehousing		(62,906	)		—			(854	)		(56,261	)		(5,791	)
General and administrative		(49,320	)		—			(16,589	)		(26,555	)		(6,176	)
Amortization of acquired intangible assets		(6,349	)		—			(1	)		(6,348	)		—
Restructuring costs		(2,380	)		—			—			(2,380	)		—
Trademark impairment loss		(500	)		—			—			(500	)		—
Operating income (loss)		56,464			—			(17,444	)		82,891			(8,983	)
Other income (expense)
Interest expense, net		(34,192	)		—			(34,052	)		(28	)		(112	)
Intercompany interest		—			—			27,574			(26,712	)		(862	)
Management fee expense		(2,000	)		—			(2,000	)		—			—
Miscellaneous, net		(3,507	)		—			—			(14,207	)		10,700
Income (loss) before income taxes		16,765			—			(25,922	)		41,944			743
Income tax (expense) benefit		(7,656	)		—			9,789			(16,950	)		(495	)
Increase (decrease) from continuing operations before equity in earnings of subsidiaries		9,109			—			(16,133	)		24,994			248
Equity in earnings of subsidiaries		—			(28,001	)		26,060			1,941			—
Net income (loss)		9,109			(28,001	)		9,927			26,935			248
Less: Loss attributable to noncontrolling interest		(818	)		—			—			—			(818	)
Net income attributable to United Components, Inc.	$	9,927		$	(28,001	)	$	9,927		$	26,935		$	1,066

92

United Components, Inc.

Notes to Consolidated Financial Statements

Note 27 (continued)

Consolidating Condensed Income Statement

Year Ended December 31, 2007

(in thousands)

	UCI Consolidated			Eliminations			UCI			Guarantors			Non- Guarantors
Net sales	$	969,782		$	(62,734	)	$	—		$	918,654		$	113,862
Cost of sales		748,822			(62,734	)		—			702,235			109,321
Gross profit		220,960			—			—			216,419			4,541
Operating expenses
Selling and warehousing		(61,146	)		—			(1,120	)		(55,793	)		(4,233	)
General and administrative		(49,239	)		—			(16,006	)		(27,786	)		(5,447	)
Amortization of acquired intangible assets		(7,000	)		—			—			(7,000	)		—
Restructuring costs		802			—			—			(696	)		1,498
Trademark impairment loss		(3,600	)		—			—			(3,600	)		—
Operating income (loss)		100,777			—			(17,126	)		121,544			(3,641	)
Other income (expense)
Interest expense, net		(40,706	)		—			(40,264	)		(45	)		(397	)
Intercompany interest		—			—			31,381			(30,337	)		(1,044	)
Management fee expense		(2,000	)		—			(2,000	)		—			—
Miscellaneous, net		(2,867	)		—			—			(2,867	)		—
Income (loss) before income taxes		55,204			—			(28,009	)		88,295			(5,082	)
Income tax (expense) benefit		(19,953	)		—			11,540			(33,006	)		1,513
Increase (decrease) from continuing operations before equity in earnings of subsidiaries		35,251			—			(16,469	)		55,289			(3,569	)
Equity in earnings of subsidiaries		—			(46,586	)		51,848			(5,262	)		—
Gain on sale of discontinued operations, net of tax		2,707			—			2,707			—			—
Net income (loss)		37,958			(46,586	)		38,086			50,027			(3,569	)
Less: Loss attributable to noncontrolling interest		(128	)		—			—			—			(128	)
Net income attributable to United Components, Inc.	$	38,086		$	(46,586	)	$	38,086		$	50,027		$	(3,441	)

93

United Components, Inc.

Notes to Consolidated Financial Statements

Note 27 (continued)

Consolidating Condensed Statement of Cash Flows

Year Ended December 31, 2009

(in thousands)

	UCI Consolidated			Eliminations		UCI			Guarantors			Non- Guarantors
Net cash provided by (used in) operating activities	$	129,313		$		$	(5,185	)	$	109,047		$	25,451
Cash flows from investing activities:
Capital expenditures		(15,266	)		—		(672	)		(9,871	)		(4,723	)
Proceeds from sale of property, plant and equipment		2,566			—		—			96			2,470
Increase in restricted cash		(9,400	)		—		—			(9,400	)		—
Net cash used in investing activities:		(22,100	)		—		(672	)		(19,175	)		(2,253	)
Cash flows from financing activities:
Issuances of debt		13,187			—		—			—			13,187
Debt repayments		(35,227	)		—		(20,245	)		(59	)		(14,923	)
Intercompany capital contribution		—			—		—			(5,400	)		5,400
Change in intercompany indebtedness		—			—		110,009			(84,737	)		(25,272	)
Net cash provided by (used in) financing activities		(22,040	)		—		89,764			(90,196	)		(21,608	)
Effect of exchange rate changes on cash		128			—		—			—			128
Net increase (decrease) in cash and cash equivalents		85,301			—		83,907			(324	)		1,718
Cash and cash equivalents at beginning of year		46,612			—		39,061			860			6,691
Cash and cash equivalents at end of period	$	131,913		$	—	$	122,968		$	536		$	8,409

94

United Components, Inc.

Notes to Consolidated Financial Statements

Note 27 (continued)

Consolidating Condensed Statement of Cash Flows

Year Ended December 31, 2008

(in thousands)

	UCI Consolidated			Eliminations		UCI			Guarantors			Non- Guarantors
Net cash provided by (used in) operating activities	$	32,423		$	—	$	(41,710	)	$	39,738		$	34,395
Cash flows from investing activities:
Capital expenditures		(31,940	)		—		(339	)		(20,937	)		(10,664	)
Proceeds from sale of property, plant and equipment		421			—		—			121			300
Net cash used in investing activities:		(31,519	)		—		(339	)		(20,816	)		(10,364	)
Cash flows from financing activities:
Issuances of debt		27,993			—		20,003			—			7,990
Debt repayments		(23,407	)		—		(10,418	)		(61	)		(12,928	)
Change in intercompany indebtedness		—			—		34,841			(19,235	)		(15,606	)
Net cash provided by (used in) financing activities		4,586			—		44,426			(19,296	)		(20,544	)
Effect of exchange rate changes on cash		(318	)		—		—			—			(318	)
Net increase (decrease) in cash and cash equivalents		5,172			—		2,377			(374	)		3,169
Cash and cash equivalents at beginning of year		41,440			—		36,684			1,234			3,522
Cash and cash equivalents at end of period	$	46,612		$	—	$	39,061		$	860		$	6,691

95

United Components, Inc.

Notes to Consolidated Financial Statements

Note 27 (continued)

Consolidating Condensed Statement of Cash Flows

Year Ended December 31, 2007

(in thousands)

	UCI Consolidated			Eliminations		UCI			Guarantors			Non-Guarantors
Net cash provided by (used in) operating activities	$	93,130		$	—	$	(48,376	)	$	149,658		$	(8,152	)
Cash flows from investing activities:
Proceeds from sale of Mexican land and building		6,637			—		—			—			6,637
Proceeds from sale of discontinued operations		2,202			—		2,202			—			—
Capital expenditures		(29,687	)		—		(204	)		(17,719	)		(11,764	)
Proceeds from sale of property, plant and equipment		1,836			—		—			1,174			662
Net cash (used in) provided by investing activities		(19,012	)		—		1,998			(16,545	)		(4,465	)
Cash flows from financing activities:
Issuances of debt		20,760			—		—			—			20,760
Debt repayments		(84,884	)		—		(65,139	)		(462	)		(19,283	)
Change in intercompany indebtedness		—			—		117,989			(129,650	)		11,661
Net cash (used in) provided by financing activities of continuing operations		(64,124	)		—		52,850			(130,112	)		13,138
Effect of exchange rate changes on cash		(77	)		—		—			—			(77	)
Net increase in cash and cash equivalents		9,917			—		6,472			3,001			444
Cash and cash equivalents at beginning of year		31,523			—		30,212			(1,767	)		3,078
Cash and cash equivalents at end of period	$	41,440		$	—	$	36,684		$	1,234		$	3,522

96

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15 under the Exchange Act, management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Our Chief Executive Officer and Chief Financial Officer have concluded, based on this evaluation, that as of December 31, 2009, the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

Under Section 404 of the Sarbanes-Oxley Act of 2002, management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year and report, based on that assessment, whether the Company’s internal control over financial reporting is effective.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company’s financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making this assessment, the Company used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework.”

Based on the Company’s processes and assessment, as described above, management has concluded that, as of December 31, 2009, the Company’s internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

97

Changes in Internal Control Over Financial Reporting.

Management also carried out an evaluation, as required by Rule 13a-15(d) of the Exchange Act, with the participation of our Chief Executive Officer and our Chief Financial Officer, of changes in the Company’s internal control over financial reporting. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that there were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

98

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information concerning our executive officers and directors as of the date of this report.

Name	Age	Position
David L. Squier	64	Chairman of the Board
Bruce M. Zorich	56	President, Chief Executive Officer, Director
Mark P. Blaufuss	41	Chief Financial Officer, Director
Ian I. Fujiyama	37	Director
Paul R. Lederer	70	Director
Gregory S. Ledford	52	Director
Michael G. Malady	54	Vice President, Human Resources
Raymond A. Ranelli	62	Director
John C. Ritter	62	Director
Martin Sumner	36	Director
Keith A. Zar	55	Vice President, General Counsel and Secretary

David L. Squier is the Chairman of our Board of Directors and has been a member of the Board since 2003. Mr. Squier retired from Howmet Corporation in October 2000, where he served as the President and Chief Executive Officer for over eight years. Prior to his tenure as CEO, Mr. Squier served in a number of senior management assignments at Howmet, including Executive Vice President and Chief Operating Officer. Mr. Squier was also a member of the Board of Directors of Howmet from 1987 until his retirement. Mr. Squier currently serves as an adviser to Carlyle. Mr. Squier currently serves on the Boards of Directors of Vought Aircraft Industries, Wesco Aircraft and Sequa Corporation and he served on the Board of Directors of Forged Metal, Inc. from 2003 to 2008.

Bruce M. Zorich is our President and Chief Executive Officer and has been a member of the Board since 2003. From January 2002 through May 2003, Mr. Zorich was President and CEO of Magnatrax Corporation. From 1996 to 2001, Mr. Zorich was President of Huck International. In May of 2003, Magnatrax Corporation filed a voluntary petition to reorganize under Chapter 11 of the U.S. Bankruptcy Code.

Mark P. Blaufuss is our Chief Financial Officer and was elected as a member of the Board in September 2009. From April 2007 through August 2009, Mr. Blaufuss was Chief Financial Officer of AxleTech International.  From June 2004 through April 2007, he was a Director at AlixPartners LLC.

Ian I. Fujiyama has been a member of the Board since 2003. Mr. Fujiyama is a Managing Director with Carlyle, which he joined in 1997. During his tenure at Carlyle, he spent two years in Hong Kong and Seoul working for Carlyle’s Asia buyout fund, Carlyle Asia Partners. Prior to joining Carlyle, Mr. Fujiyama was an Associate at Donaldson Lufkin and Jenrette Securities Corp. from 1994 to 1997. He is also a director of ARINC, Incorporated and Booz Allen Hamilton, Incorporated.

Paul R. Lederer has been a member of the Board since 2003. Mr. Lederer has been retired the past nine years with the exception of serving on the Boards of Directors of several public companies, acting as a consultant to Carlyle and serving on the Advisory Boards of Richco, Inc. and RTC Corp. Mr. Lederer currently sits on the Board of Directors of O’Reilly Automotive, Inc., Dorman Products, Inc. and MAXIMUS, Inc. Mr. Lederer served as a director of Proliance International from 1995 to 2009.

Gregory S. Ledford has been a member of the Board of Directors since September 2006. Mr. Ledford is a Managing Director with Carlyle. Mr. Ledford joined Carlyle in 1988 and is currently head of the Automotive and Transportation group. Prior to joining Carlyle, Mr. Ledford was Director of Capital Leasing for MCI Telecommunications, where he was responsible for more than $1 billion of leveraged lease financing. From 1991 to 1997, he was Chairman and CEO of The Reilly Corp., a former portfolio company that was successfully sold in September 1997. Mr. Ledford is also a member of the Board of Directors of The Hertz Corporation.

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Michael G. Malady has been our Vice President, Human Resources since 2003.  Prior to joining UCI, Mr. Malady spent 16 years in various positions with Howmet Corporation, most recently as Vice President, Human Resources.

Raymond A. Ranelli has been a member of the Board since 2004. Mr. Ranelli retired from PricewaterhouseCoopers, where he was a partner for over 21 years, in 2003. Mr. Ranelli held several positions at PricewaterhouseCoopers, including Vice Chairman and Global Leader of the Financing Advisory Services practice. Mr. Ranelli is also a director of United Surgical Partners International, Inc. Mr. Ranelli previously served as a director of Centennial Communications Corp. from 2004 to 2009, Hawaiian Telcom Communications, Inc. from 2005 to 2009 and Ameripath, Inc. from 2003 to 2007.

John C. Ritter has been a member of the Board since 2003. Mr. Ritter served as President and a director of Raser Technologies, Inc. from February 2004 to October 2005. From April 2003 to September 2003, Mr. Ritter was our Chief Financial Officer. From July 2000 to December 2002, Mr. Ritter held the position of Senior Vice President and CFO of Alcoa Industrial Components. Mr. Ritter held the position of Senior Vice President and CFO for Howmet Corporation from 1996 through 2000.

Martin Sumner has been a member of the Board since December 2006. Mr. Sumner is a Principal with Carlyle, which he joined in 2003. During his tenure at Carlyle, he served as a Senior Associate from 2003 to 2005. Prior to joining Carlyle, Mr. Sumner worked as an Associate at Thayer Capital Partners from 1999 to 2001 and an Associate at Mercer Management Consulting from 1996 to 1999.

Keith A. Zar has been our Vice President, General Counsel and Secretary since 2005.  Prior to joining UCI, Mr. Zar was Senior Vice President, General Counsel and Chief Administrative Officer of Next Level Communications.

Board Committees

Our Board directs the management of our business and affairs as provided by Delaware law and conducts its business through meetings of the Board of Directors and four standing committees: the Audit Committee, the Executive Committee, the Compensation Committee and the Investment Committee. The Audit Committee consists of Messrs. Ranelli (chair), Ritter and Fujiyama. The Board has determined that Messrs. Ranelli and Ritter are the Audit Committee financial experts and that Messrs. Ranelli and Ritter are independent, determined using the NYSE standard, for purposes of the Audit Committee. The Executive Committee consists of Messrs. Squier, Zorich and Fujiyama. The Compensation Committee consists of Messrs. Squier (chair), Lederer and Fujiyama. Mr. Blaufuss is the sole member of the Investment Committee. In addition, from time to time, other committees may be established under the direction of the Board when necessary to address specific issues.

Code of Ethics

The Company has adopted a code of ethics that applies to its executive officers. A copy of the code of ethics will be provided to any person without charge. Request should be made in writing to Karl Van Mill at United Components, Inc., 14601 Highway 41 North, Evansville, Indiana 47725.

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ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Compensation Objectives

Our named executive officers for 2009, or NEOs, include Bruce M. Zorich, President and Chief Executive Officer, Mark P. Blaufuss, who joined UCI in September 2009 as Chief Financial Officer and Executive Vice President, Daniel J. Johnston, who served as Chief Financial Officer and Executive Vice President until September 30, 2009, Michael G. Malady, our Vice President, Human Resources, and Keith A. Zar, our Vice President, General Counsel and Secretary. For our NEOs, compensation is intended to be performance-based. The Compensation Committee believes that compensation paid to executive officers should be closely aligned with the performance of the Company on both a short-term and long-term basis, linked to specific, measurable results intended to create value for stockholders, and that such compensation should assist the Company in attracting and retaining key executives critical to its long-term success.

In establishing compensation for executive officers, the following are the Compensation Committee’s objectives:

• Attract and retain individuals of superior ability and managerial talent;

• Ensure senior officer compensation is aligned with the Company’s corporate strategies, business objectives and the long-term interests of the Company’s stockholders;

• Increase the incentive to achieve key strategic and financial performance measures by linking incentive award opportunities to the achievement of performance goals in these areas; and

• Enhance the officers’ incentive to maximize stockholder value, as well as promote retention of key people, by providing a portion of total compensation opportunities for senior management in the form of direct ownership in the Company through stock options.

The Company’s overall compensation program is structured to attract, motivate and retain highly qualified executive officers by paying them competitively, consistent with the Company’s success and their contribution to that success. The Company believes compensation should be structured to ensure that a significant portion of compensation opportunity will be directly related to factors that directly and indirectly influence stockholder value. Accordingly, the Company sets goals designed to link each NEO’s compensation to the Company’s performance and the NEO’s own performance within the Company. Consistent with our performance-based philosophy, the Company provides a base salary to our executive officers and includes a significant incentive based component. For the Company’s senior executive management team, comprised of the Chief Executive Officer and Chief Financial Officer, the Company reserves the largest potential cash compensation awards for its performance-based bonus program. This program provides annual cash awards based on the financial performance of the Company.

Determination of Compensation Awards

The Compensation Committee is provided with the primary authority to determine and recommend the compensation awards available to the Company’s executive officers. The Compensation Committee uses published surveys to evaluate competitive practices and the amounts and nature of compensation paid to executive officers of public companies with approximately $1 billion in annual sales to determine the amount of executive compensation. Although the Compensation Committee reviews and considers the survey data for purposes of developing a baseline understanding of current compensation practices, the Compensation Committee does not see the identity of any of the surveyed companies and the data is reviewed only to ensure that the Company’s compensation levels and elements are consistent with market standards. The Company does not benchmark compensation of its NEOs against this data.

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The Company’s executive compensation package for the NEOs generally consists of a fixed base salary and a variable cash incentive award, combined with an equity-based incentive award granted at the commencement of employment. The Company also granted an additional special equity-based incentive award in the form of restricted stock to Messrs. Zorich, Malady and Zar in 2008. The variable annual cash incentive award and the equity-based awards are designed to ensure that total compensation reflects the overall success or failure of the Company and to motivate the NEOs to meet appropriate performance measures, thereby maximizing total return to stockholders.

To aid the Compensation Committee in making its determination, the CEO provides recommendations annually to the Compensation Committee regarding the compensation of all officers, excluding himself. The performance of our senior executive management team is reviewed annually by the Compensation Committee and the Compensation Committee determines each NEO’s compensation annually.

Within its performance-based compensation program, the Company aims to compensate the NEOs in a manner that is tax effective for the Company.  In practice, the Compensation Committee expects that all of the annual and long-term compensation delivered by the Company will be deductible for purposes of the Internal Revenue Code, as amended.

The Company has no policy with respect to requiring officers and directors to own stock of UCI Holdco.

Salary Freeze in 2009

In 2009, as a result of the difficult economic conditions affecting us, the Company instituted a wage freeze, which was applicable to all officers, including the NEOs.

Compensation Benchmarking and Survey Data

The Company does not benchmark compensation of the NEOs against peer group data. Base salary structures and annual incentive targets are set following the Compensation Committee’s review of a general survey of the nature and amounts and compensation paid by comparably sized companies. The Compensation Committee believes that this approach helps to ensure that our cost structures will allow us to remain competitive in our markets.

Historically, we have targeted the aggregate value of our total compensation to be at or above the median level for this survey group for most executive officer positions. Actual pay for each NEO is determined around this structure, driven by the performance of the executive over time, as well as the annual performance of the Company. Because of the institution of the salary freeze for 2009 discussed above, we did not review compensation data for the survey group for 2009.

Base Compensation

In setting base salaries for the Company’s executive officers, the Compensation Committee reviews data from independently conducted compensation surveys, as discussed above. While base salaries are not considered by the IRS to constitute performance-based compensation, in addition to market positioning, each year the Company determines base salary increases based upon the performance of the executive officers as assessed by the Compensation Committee, and for executive officers other than the CEO, by the CEO. No formulaic base salary increases are provided to the NEOs. The Company sets base salaries for its NEOs generally at a level it deems necessary to attract and retain individuals with superior talent.  In 2009, the Company instituted a salary freeze, resulting in the NEOs who continued in employment with the Company receiving the same level of base salary that they received in 2008.

Mr. Blaufuss commenced his employment with the Company in September 2009.  His salary of $380,000 per year was negotiated on an arms-length basis prior to the beginning of his employment and is the same level of salary earned by Mr. Johnston in the same position in 2009. The Compensation Committee determined that that level of salary was appropriate for Mr. Blaufuss based on the factors discussed above.

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Performance-Based Compensation

Annual Performance-Based Cash Compensation

The Company structures its compensation programs to reward executive officers based on the Company’s performance and the individual executive’s contribution to that performance. This allows executive officers to receive bonus compensation in the event certain specified corporate performance measures and individual objectives are achieved. In determining the compensation awarded to each executive officer based on performance, the Company evaluates the Company’s and executive’s performance in a number of areas.

The annual bonus program consists of an annual cash award based upon the Company’s achievement of adjusted EBITDA and operating cash flow targets and the subjective assessment of performance of each NEO.

Under the terms of the annual bonus plan, results of at least 90% of the target performance level for any performance criteria must be achieved in order to earn the portion of the award based on that criteria. Achievement of 90% of the target performance level results in an award of 50% of the targeted award. Achievement of 110% of the target performance level results in an award of 150% of the targeted award. Once the achievement of targets has been determined, the Compensation Committee makes a subjective assessment of personal performance for each officer, and may adjust the amount of award paid upward or downward based upon that assessment. In addition, incentive amounts to be paid under the performance-based programs may be adjusted by the Compensation Committee to account for unusual events such as extraordinary transactions, asset dispositions and purchases, and mergers and acquisitions if, and to the extent, the Compensation Committee does not consider the effect of such events indicative of Company performance. Payments under each of the programs are contingent upon continued employment, though pro rata bonus payments will be paid in the event of death or disability based on actual performance at the date relative to the targeted performance measures for each program.

The adjusted EBITDA and operating cash flow targets are those contained in the Company’s business plan for the year, are intended to satisfy overall corporate goals for growth and strategic accomplishment, and are considered by the Compensation Committee to be difficult to achieve, but obtainable.

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For 2009, the Company achieved 107% of the adjusted EBITDA performance target (which carried a 50% weighting) and 107% of the operating cash flow performance target (which carried a 50% weighting). Accordingly, before factoring in the achievement of personal objectives, the executive officers achieved 135% of the target award. Mr. Zorich’s target award under the plan is 80% of his base salary, the target award for each of Messrs. Blaufuss and Johnston under the plan is 50% of his base salary, the target award for Mr. Malady under the plan is 35% of his base salary and the target award for Mr. Zar under the plan is 40% of his base salary. Based on the criteria discussed above, for 2009 Messrs. Zorich, Blaufuss, Johnston, Malady and Zar were awarded $558,000, $95,000, $142,500, $124,950 and $173,400, respectively.  The awards for Messrs. Blaufuss and Johnston were adjusted to reflect a pro-rata award based on a partial year of service.  In addition, pursuant to the terms of his severance agreement, Mr. Johnston’s award (before taking into account his partial year of service) was limited to 100% of his target award.

The Compensation Committee believes that the payment of the annual cash incentive bonus provides incentives necessary to retain executive officers and reward them for short-term company performance.

Discretionary Long-Term Equity Incentive Awards

The Company’s executive officers, along with other key Company employees, are granted UCI Holdco stock options or restricted stock at the commencement of their employment with the Company, and are eligible to receive additional awards of stock options or restricted stock at the discretion of the Compensation Committee.

Guidelines for the number of equity awards granted to each executive officer are determined using a procedure approved by the Compensation Committee based upon several factors, including the executive officer’s position and salary level and the value of the equity award at the time of grant.

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Equity award grants are tied to vesting requirements and are designed to not only compensate but to also motivate and retain the recipients by providing an opportunity for the recipients to participate in the ownership of the Company. The equity award grants to members of the senior management team also promote the Company’s long-term objectives by aligning the interests of the executives with the interests of the Company’s stockholders.

Generally, stock options granted under the UCI Holdco equity incentive plan have an eight-year vesting schedule in order to provide an incentive for continued employment and expire ten years from the date of the grant. 50% of each option is subject to vesting in five equal installments over the first five years of the officer’s employment. The remaining 50% of each option vests at the end of eight years from the grant date, but may be accelerated upon the achievement of certain targets in EBITDA and free cash flow. The exercise price of options granted under the stock option plan is 100% of the fair market value of the underlying stock on the date of grant.

None of Messrs. Zorich, Johnston, Malady or Zar received an equity award grant in 2009.  Mr. Blaufuss received an award of 30,000 shares of UCI Holdco restricted stock in 2009 in connection with the commencement of his employment with the Company, which the Compensation Committee determined was appropriate to attract, retain and incentivize Mr. Blaufuss.  The shares of restricted stock will vest only upon a change in control of UCI Holdco.

Defined Contribution Plans

The Company has a Section 401(k) Savings/Retirement Plan (the “401(k) Plan”) to cover eligible employees of the Company. The 401(k) Plan permits eligible employees of the Company to defer up to 50% of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code. The employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. The Company has suspended its matching contributions to the 401(k) Plan. Prior to the suspension, the Company had made matching contributions in an amount equal to fifty cents for each dollar of participant contributions, up to a maximum of five percent of the participant’s annual salary and subject to certain other limits. Plan participants vest in the amounts contributed by the Company following three years of employment with the Company. Employees of the Company are eligible to participate in the 401(k) Plan immediately upon commencing employment with the Company.

The 401(k) Plan is offered on a nondiscriminatory basis to all employees of the Company who meet the eligibility requirements. The Compensation Committee believes that matching contributions previously provided by the Company assist the Company in attracting and retaining talented executives and the Company may determine to make matching contributions again in the future. The 401(k) Plan provides an opportunity for participants to save money for retirement on a tax-qualified basis and to achieve financial security, thereby promoting retention.

Defined Benefit Plans

Our CEO and Vice President, Human Resources participate in the Champion Laboratories, Inc. Pension Plan. Annual retirement benefits under the plan accrue at a rate of 1.5% of the first $200,000 of gross wages for each year of service up to 30 years of service. Benefits are payable as a life annuity for the participant. If elected, joint & survivor and 10 year guaranteed payment options are available at reduced benefit levels. The full retirement benefit is payable to participants who retire on or after the social security retirement age, and a reduced early retirement benefit is available to participants who retire on or after age 55. No offsets are made for the value of any social security benefits earned.

Similar to the 401(k) Plan, this defined benefit plan is a nondiscriminatory tax-qualified retirement plan that provides participants with an opportunity to earn retirement benefits and provides for financial security. Offering these benefits is an additional means for the Company to attract and retain well-qualified executives.

Severance Arrangements/Employment Agreements

The Compensation Committee considers the maintenance of a sound management team to be essential to protecting and enhancing our best interests and the best interests of the Company. To that end, we recognize that the uncertainty that may exist among management with respect to their “at-will” employment with the Company may result in the departure or distraction of management personnel to the detriment of the Company. Accordingly, the Compensation Committee has determined that severance arrangements are appropriate to encourage the continued attention and dedication of members of our management.

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Messrs. Zorich, Blaufuss, Malady and Zar each has an agreement which provides for severance benefits upon termination of employment. Mr. Zorich has an employment agreement, amended and restated as of December 23, 2008, which has an original one-year term and is extended automatically for successive one-year periods thereafter unless either party delivers notice within specified notice periods to terminate the agreement. The agreement provides that upon termination of Mr. Zorich’s employment he will be entitled to receive the sum of his unpaid annual base salary through the date of termination, any unpaid expenses, any unpaid accrued vacation pay, and any amount arising from his participation in, or benefits under, any of our employee benefits plans, programs or arrangements. Upon termination of Mr. Zorich’s employment either by us without cause or due to nonextension of the term by us or by Mr. Zorich for good reason, he is entitled to receive his stated annual base salary paid in monthly installments for 12 months (24 months in the case of a termination for any of these reasons following a change of control of the Company), a lump sum payment of the pro rata portion of his target level bonus and, during the severance period (but not with respect to a termination due to nonextension of the term by us), continued coverage under all of our group health benefit plans in which Mr. Zorich and any of his dependents were entitled to participate immediately prior to termination. The agreement also provides that upon termination of Mr. Zorich’s employment due to his death or disability, he or his estate shall be entitled to six months of his annual base salary and the pro rata portion of his annual bonus, to be determined in good faith by the Compensation Committee. During his employment and for 12 months following termination (24 months in the case of a termination following a change of control), Mr. Zorich is prohibited from competing with any material business of the Company, or from soliciting employees, customers or suppliers of the Company to terminate their employment or arrangements with the Company.

Mr. Blaufuss has a severance agreement, dated as of September 8, 2009. The agreement provides that, upon termination of Mr. Blaufuss’s employment either by us without cause or by Mr. Blaufuss for good reason, he is entitled to receive his stated annual base salary, paid in monthly installments for 12 months and, during the severance period, direct payment or reimbursement of health and dental insurance premiums. Upon termination of Mr. Blaufuss’s employment either by us without cause, or by Mr. Blaufuss for good reason following a change of control of the Company, he is entitled to receive his stated annual base salary paid in monthly installments for 24 months and, during the severance period, direct payment or reimbursement of health and dental insurance premiums.

Mr. Malady has a severance agreement, dated as of December 23, 2008. The agreement provides that, upon termination of Mr. Malady’s employment either by us without cause or by Mr. Malady for good reason, he is entitled to receive his stated annual base salary, paid in monthly installments for 12 months and, during the severance period, direct payment or reimbursement of health and dental insurance premiums. Upon termination of Mr. Malady’s employment either by us without cause, or by Mr. Malady for good reason following a change of control of the Company, he is entitled to receive his stated annual base salary paid in monthly installments for 24 months and, during the severance period, direct payment or reimbursement of health and dental insurance premiums.

Mr. Zar has a severance agreement, dated as of December 23, 2008. The agreement provides that, upon termination of Mr. Zar’s employment either by us without cause or by Mr. Zar for good reason, he is entitled to receive his stated annual base salary, paid in monthly installments for 12 months and, during the severance period, direct payment or reimbursement of health and dental insurance premiums. Upon termination of Mr. Zar’s employment either by us without cause, or by Mr. Zar for good reason following a change of control of the Company, he is entitled to receive his stated annual base salary paid in monthly installments for 24 months and, during the severance period, direct payment or reimbursement of health and dental insurance premiums.

Mr. Johnston had a severance agreement, dated as of December 23, 2008. The agreement provided that, upon termination of Mr. Johnston’s employment (i) either by us without cause or by Mr. Johnston for good reason or (ii) for any reason on or after September 30, 2009, he would be entitled to receive his stated annual base salary paid in monthly installments for 12 months, a lump sum payment of the pro rata portion of his target level bonus and, during the severance period, direct payment or reimbursement of health and dental insurance premiums. Upon termination of Mr. Johnston’s employment either by us without cause or by Mr. Johnston for good reason following a change of control of the Company, he would have been entitled to receive his stated annual base salary paid in monthly installments for 24 months and, during the severance period, direct payment or reimbursement of health and dental insurance premiums.  Mr. Johnston’s employment with us terminated on September 30, 2009 and we are currently making severance payments to Mr. Johnston in accordance with the terms of his severance agreement, as described in more detail below.

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Other Elements of Compensation and Perquisites

Medical Insurance. The Company provides to each NEO, the NEO’s spouse and children such health, dental and optical insurance as the Company may from time to time make available to its other executives of the same level of employment.

Life and Disability Insurance. The Company provides each NEO such disability and/or life insurance as the Company in its sole discretion may from time to time make available to its other executive employees of the same level of employment.

Policies with Respect to Equity Compensation Awards `

The Company grants all stock option awards at no less than fair market value as of the date of grant. The fair market value is determined in good faith by the Board of Directors, with analyses prepared by independent valuation experts, as deemed appropriate.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K (Section 229.402(b)) with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Respectfully submitted,

David L. Squier, Chairman

Ian I. Fujiyama

Paul R. Lederer

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SUMMARY COMPENSATION TABLE FOR 2009

Name and Principal Position	Year	Salary		Bonus			Stock Awards(1)		Option Awards(2)		Non-Equity Incentive Plan Compensation(3)		Change in Pension Value		All Other Compensation(4)		Total
Bruce M. Zorich	2009	$	465,000								$	558,000	$	36,936	$	8,401	$	1,068,337
President and Chief	2008		465,000	$	125,000	(5)	$	0						36,856		7,935		634,791
Executive Officer	2007		441,000						$	0		387,000		19,855		7,141		854,996
Mark P. Blaufuss Chief Financial	2009		126,667		75,000	(7)		0				95,000				556		297,223
Officer and
Executive Vice President(6)
Daniel J. Johnston	2009		285,000									142,500				99,230		526,730
Chief Financial	2008		380,000		62,700	(5)										7,141		449,841
Officer and	2007		203,558		100,000	(9)				46,955		119,000				1,629		471,142
Executive Vice President(8)
Michael G. Malady	2009		238,000									124,950		29,984		3,143		396,077
Vice President,
Human Resources
Keith A. Zar	2009		289,000									173,400				3,410		465,810
Vice President, General
Counsel and Secretary

(1) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For the assumptions used in calculating the value of this award, see Note 19 to our consolidated financial statements included in this report.

(2) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For the assumptions used in calculating the value of this award, see Note 19 to our consolidated financial statements included in this report.

(3) Represents bonus amounts earned under the Company’s annual bonus program for fiscal years ended December 31, 2007 and December 31, 2009. No bonuses were earned under the annual bonus program with respect to performance for the year ended December 31, 2008.

(4) Includes Company matching funds under the Company’s 401(k) plan and Company-paid life insurance premiums.  For Mr. Johnston, includes $95,000 in severance payments, and $3,608, representing the cost of healthcare continuation benefits provided to Mr. Johnston in 2009.  The total amount of severance payments and benefits to be made or provided to Mr. Johnston are set forth in more detail below and are contingent on Mr. Johnston’s compliance with certain non-competition, non-solicitation and non-disparagement covenants.

(5) Represent discretionary bonuses paid in 2009 with respect to the year ended December 31, 2008. These bonuses were not paid under the Company’s annual bonus program.

(6) Mr. Blaufuss’s employment with the Company commenced on September 8, 2009.

(7) Represents payment made to Mr. Blaufuss in connection with the commencement of his employment with the Company.

(8) Mr. Johnston’s employment with the Company commenced on June 11, 2007.

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(9) Represents payment made to Mr. Johnston in connection with the commencement of his employment with the Company.

GRANTS OF PLAN-BASED AWARDS FOR 2009

	Estimated Future Payouts Under Non-Equity
		Incentive Plan Awards
Name	Grant Date	Threshold		Target			Maximum		All Other Stock Awards: Number of Shares of Stock or Units			Grant Date Fair Value of Stock and Option Awards
Bruce M. Zorich		$	186,000	$	372,000	(1)	$	558,000
Mark P. Blaufuss			31,667		63,333	(2)		95,000
	9/8/09									30,000	(3)	$	0	(4)
Daniel J. Johnston			71,250		142,500	(5)		142,500
Michael G. Malady			41,650		83,300	(6)		124,950
Keith A. Zar			57,800		115,600	(7)		173,400

(1) Actual cash bonus earned under the UCI Annual Incentive Compensation Plan for the 2009 plan year was $558,000. See “Annual Performance-Based Cash Compensation” above for a discussion of the calculation of this bonus.

(2) Actual cash bonus earned under the UCI Annual Incentive Compensation Plan for the 2009 plan year was $95,000. See “Annual Performance-Based Cash Compensation” above for a discussion of the calculation of this bonus.

(3) This restricted stock was granted on September 8, 2009 under the UCI Holdco equity incentive plan. All stock vests following a change of control of UCI Holdco. See “Discretionary Long-Term Equity Incentive Awards” for a discussion of the terms of these option grants.

(4) The value of a stock award is based on the grant date fair value computed in accordance with FASB ASC Topic 718. For the assumptions used in calculating the value of this award, see Note 19 to our consolidated financial statements included in this report.

(5) Actual cash bonus earned under the UCI Annual Incentive Compensation Plan for the 2009 plan year was $142,500. See “Annual Performance-Based Cash Compensation” above for a discussion of the calculation of this bonus.

(6) Actual cash bonus earned under the UCI Annual Incentive Compensation Plan for the 2009 plan year was $124,950. See “Annual Performance-Based Cash Compensation” above for a discussion of the calculation of this bonus.

(7) Actual cash bonus earned under the UCI Annual Incentive Compensation Plan for the 2009 plan year was $173,400. See “Annual Performance-Based Cash Compensation” above for a discussion of the calculation of this bonus.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2009

The following table provides information regarding the UCI Holdco stock options and restricted stock held by the named executive officers as of December 31, 2009.

Name	Number of Securities Underlying Unexercised Options — Exercisable			Number of Securities Underlying Unexercised Options — Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options			Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested
Bruce M. Zorich		6,500	(1)		2,889	(2)		28,889	(3)	$	5.00	11/21/2013		19,300	(4)	$	0
Mark P. Blaufuss		0			0			0						30,000	(4)		0
Daniel J. Johnston		0			0			0
Michael G. Malady		2,250	(5)		1,000	(6)					5.00	8/25/2013		8,260	(4)		0
Keith A. Zar		7,500	(7)		2,500	(8)					5.00	1/31/2015		9,280	(4)		0

(1) The 6,500 shares underlying the exercisable portion of the option became exercisable on December 31, 2007.

(2) These 2,889 shares will become exercisable on November 20, 2011.

(3) These 28,889 shares may become exercisable upon the achievement of certain financial targets.

(4) These shares of restricted stock become vested only in connection with a change of control of UCI Holdco.

(5) The 2,250 shares underlying the exercisable portion of the option became exercisable on December 31, 2007.

(6) These 1,000 shares will become exercisable on August 25, 2011.

(7) The 7,500 shares underlying the exercisable portion of the option became exercisable as follows: 1,500 shares on December 31, 2005, 2,000 shares on December 31, 2006, 2,000 shares on December 31, 2007, 1,000 shares on December 31, 2008 and 1,000 shares on December 31, 2009.

(8) These 2,500 shares will become exercisable on January 31, 2013.

PENSION BENEFITS FOR 2009

The following table sets forth information regarding the accrued pension benefits for the named executive officers for 2009 under the Champion Laboratories Inc. Pension Plan, described below.

Name	Plan Name	Number of Years Credited Service		Present Value of Accumulated Benefit		Payments During Last Fiscal Year
Bruce M. Zorich	Champion Laboratories Inc. Pension Plan		7	$	152,533	$	0
Michael G. Malady	Champion Laboratories Inc. Pension Plan		6		127,191		0

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Mr. Zorich and Mr. Malady are the only named executive officers eligible to participate in the Champion Laboratories Inc. Pension Plan offered by us as described below. The following table shows the estimated annual pension benefit under the pension plan for the specified compensation and years of service.

	Years of Service
Remuneration		5	10	15	20	25	30
$125,000		9,375	18,750	28,125	37,500	46,875	56,250
$150,000		11,250	22,500	33,750	45,000	56,250	67,500
$175,000		13,125	26,250	39,375	52,500	65,625	78,750
$200,000 and over		15,000	30,000	45,000	60,000	75,000	90,000

Annual retirement benefits accrue at a rate of 1.5% of the first $200,000 of gross wages for each year of service up to 30 years of service. Benefits are payable as a life annuity for the participant. If elected, joint & survivor and 10 year guaranteed options are available at reduced benefit levels. The full retirement benefit is payable to participants who retire on or after the social security retirement age, and a reduced early retirement benefit is available to participants who retire on or after age 55. No offsets are made for the value of any social security benefits earned.

As of December 31, 2009, Messrs. Zorich and Malady had earned seven and six years, respectively, of credited service under the pension plan.

For information with respect to the valuation methods and material assumptions applied in quantifying the present value of the accrued benefits under the pension plan, see Note 15 to the financial statements of the Company contained in this Form 10-K.

Potential Payments upon Termination or Change-in-Control

Messrs. Zorich, Blaufuss, Malady and Zar each has an agreement which provides for severance benefits upon termination of employment. See the section titled “Severance Arrangements/Employment Agreements” above for a description of the employment and severance agreements with our NEOs.

Assuming that Mr. Zorich’s employment had been terminated by us without cause or by Mr. Zorich with good reason effective December 31, 2009, he would have been entitled to the following severance benefits: salary continuation, $465,000 ($930,000 if his employment had been terminated for any of those reasons following a change of control); bonus, $372,000; and group health benefits, $15,570 ($31,140 if his employment had been terminated for any of those reasons following a change of control). The health benefits were calculated using an estimate of the cost to the Company of such health coverage based upon past experience.

Assuming that Mr. Blaufuss’s employment had been terminated by us without cause or by Mr. Blaufuss with good reason effective December 31, 2009, he would have been entitled to the following severance benefits: salary continuation, $380,000; and group health benefits, $15,172. If his employment had been terminated effective December 31, 2009 for any of those reasons following a change of control, he would have been entitled to the following severance benefits: salary continuation, $760,000; and group health benefits, $30,344. The health benefits were calculated using an estimate of the cost to the Company of such health coverage based upon past experience.

Assuming that Mr. Malady’s employment had been terminated by us without cause or by Mr. Malady with good reason effective December 31, 2009, he would have been entitled to the following severance benefits: salary continuation, $238,000; and group health benefits, $15,172. If his employment had been terminated effective December 31, 2009 for any of those reasons following a change of control, he would have been entitled to the following severance benefits: salary continuation, $476,000; and group health benefits, $30,344. The health benefits were calculated using an estimate of the cost to the Company of such health coverage based upon past experience.

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Assuming that Mr. Zar’s employment had been terminated by us without cause or by Mr. Zar with good reason effective December 31, 2009, he would have been entitled to the following severance benefits: salary continuation, $289,000; and group health benefits, $15,172. If his employment had been terminated effective December 31, 2009 for any of those reasons following a change of control, he would have been entitled to the following severance benefits: salary continuation, $578,000; and group health benefits, $30,344. The health benefits were calculated using an estimate of the cost to the Company of such health coverage based upon past experience.

Mr. Johnston is being paid the following severance benefits following his termination in September 2009: salary continuation, $380,000 ($95,000 in 2009 and $285,000 in 2010); bonus for 2009, $142,500; and group health benefits, $18,039 ($3,608 in 2009 and $14,431 in 2010).

Under the agreements covering certain of Mr. Zorich’s, Mr. Zar’s and Mr. Malady’s stock options, in the event of a change in control of the Company, the exercisability of all shares of UCI Holdco underlying the option would be accelerated. In addition, under the agreement covering Mr. Zorich’s, Mr. Blaufuss’s, Mr. Zar’s and Mr. Malady’s restricted stock, in the event of a change of control of UCI Holdco, all of the restricted stock would vest. Assuming a change in control of UCI Holdco occurred effective December 31, 2009, based on the estimated fair market value of $58.80 per share of the Company’s common stock on that date, the value of the acceleration of Mr. Zorich’s, Mr. Zar’s and Mr. Malady’s unvested outstanding options (determined by multiplying the fair market value on December 31, 2009, minus the exercise price, by the number of shares subject to the option that would receive accelerated vesting), would be $155,427, $107,599 and $53,800, respectively. Assuming a change in control of UCI Holdco occurred effective December 31, 2009, based on the estimated fair market value of $58.80 per share of UCI Holdco’s common stock on that date, the value of the vesting of Mr. Zorich’s, Mr. Blaufuss’s, Mr. Zar’s and Mr. Malady’s restricted stock would be $1,134,835, $1,763,992, $545,662 and $485,686,respectively.

Compensation Risk

Management of the Company, through the human resources, finance and legal departments, have analyzed the potential risks arising from the Company's compensation policies and practices, and has determined that there are no such risks that are reasonably likely to have a material adverse effect on the Company.

DIRECTOR COMPENSATION FOR 2009

Directors who are employees of the Company (Messrs. Zorich and Blaufuss) or Carlyle (Messrs. Fujiyama, Ledford and Sumner) receive no additional compensation for serving on the board or its committees. Mr. Squier, Chairman of the Board, receives a cash retainer of $60,000 per year; Mr. Ranelli, Chairman of our Audit Committee, receives a cash retainer of $55,000 per year; and the other directors not employed by Carlyle or the Company, John Ritter and Paul Lederer, receive a cash retainer of $45,000 per year. Each of Messrs. Squier, Ranelli, Ritter and Lederer is also granted, in December of each year he continues in service as a director, an option to purchase 500 shares of the common stock of UCI Holdco, to become exercisable 20% per year over five years.

In 2009, we provided the following annual compensation to directors who are not employees of the Company or Carlyle.

Name	Fees Earned if Paid in Cash		Option Awards(1)			Total
David L. Squier	$	60,000	$	14,990	(2)	$	74,990
Paul R. Lederer		45,000		14,990	(3)		59,990
Raymond A. Ranelli		55,000		14,990	(4)		69,990
John C. Ritter		45,000		14,990	(5)		59,990

(1) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For the assumptions used in calculating the value of this award, see Note 19 to our consolidated financial statements included in this report.

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(2) As of December 31, 2009, Mr. Squier held options with respect to 4,000 shares of common stock of UCI Holdco: 1,000 granted on December 9, 2003 with a grant date fair value of $52,170; 500 granted on August 2, 2004 with a grant date fair value of $27,150; 500 granted on December 14, 2005 with a grant date fair value of $26,755; 500 granted on December 15, 2006 with a grant date fair value of $36,441; 500 granted on December 15, 2007 with a grant date fair value of $6,380; 500 granted on December 15, 2008 with a grant date fair value of $2,530; and 500 granted on December 15, 2009 with a grant date fair value of $14,990.

(3) As of December 31, 2009, Mr. Lederer held options with respect to 3,500 shares of common stock of UCI Holdco: 500 granted on December 9, 2003 with a grant date fair value of $26,085; 500 granted on August 2, 2004 with a grant date fair value of $27,150; 500 granted on December 14, 2005 with a grant date fair value of $26,755; 500 granted on December 15, 2006 with a grant date fair value of $36,441; 500 granted on December 15, 2007 with a grant date fair value of $6,380; 500 granted on December 15, 2008 with a grant date fair value of $2,530; and 500 granted on December 15, 2009 with a grant date fair value of $14,990.

(4) As of December 31, 2009, Mr. Ranelli held options with respect to 3,500 shares of common stock of UCI Holdco: 1,000 granted on June 30, 2004 with a grant date fair value of $54,300; 500 granted on December 14, 2005 with a grant date fair value of $26,755; 500 granted on December 15, 2006 with a grant date fair value of $36,441; 500 granted on December 15, 2007 with a grant date fair value of $6,380; 500 granted on December 15, 2008 with a grant date fair value of $2,530; and 500 granted on December 15, 2009 with a grant date fair value of $14,990.

(5) As of December 31, 2009, Mr. Ritter held options with respect to 3,500 shares of common stock of UCI Holdco: 500 granted on December 9, 2003 with a grant date fair value of $26,085; 500 granted on August 2, 2004 with a grant date fair value of $27,150; 500 granted on December 14, 2005 with a grant date fair value of $26,755; 500 granted on December 15, 2006 with a grant date fair value of $36,441; 500 granted on December 15, 2007 with a grant date fair value of $6,380; 500 granted on December 15, 2008 with a grant date fair value of $2,530; and 500 granted on December 15, 2009 with a grant date fair value of $14,990.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan category	(a)		(b)		(c)
Equity compensation plans approved by security holders		127,715		$9.60		39,273
Equity compensation plans not approved by security holders		0		0		0
Total		127,715		$9.60		39,273

(1) This includes shares subject to options outstanding under the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

United Components, Inc. has 1,000 shares of common stock outstanding, all of which are owned by our indirect parent, UCI Holdco, Inc. Certain affiliates of Carlyle own approximately 90.8% of UCI Holdco’s common stock while the remainder is owned by members of our Board of Directors, Bruce M. Zorich, our President and Chief Executive Officer, and other employees of the Company. UCI Holdco has 2,864,210 shares of common stock outstanding.

The following table sets forth information with respect to the beneficial ownership of UCI Holdco’s common stock as of the date of this report by:

• each person known to own beneficially more than 5% of the capital stock;

• each of our directors;

• each of the executive officers named in the summary compensation table; and

• all of our directors and executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the shares of capital stock.

Beneficial Ownership of UCI Holdco, Inc.

Name of Beneficial Owner	Number of Shares		Percentage of Outstanding Capital Stock
TCG Holdings, L.L.C.(1)		2,600,500		90.8	%
Bruce M. Zorich(2)		29,000		*
David L. Squier(3)		4,000		*
Ian I. Fujiyama		1,500		*
Paul R. Lederer(4)		2,900		*
Michael G. Malady(5)		11,000		*
Raymond A. Ranelli(6)		3,500		*
John C. Ritter(7)		5,500		*
Keith A. Zar(8)		8,000		*
All executive officers and directors as a group (11 persons)		65,400		1.6	%

* Denotes less than 1.0% of beneficial ownership.

(1) Carlyle Partners III, L.P., a Delaware limited partnership, and CP III Coinvestment, L.P., a Delaware limited partnership (the “Investment Partnerships”), both of which are affiliates of Carlyle, own approximately 90.8% of the outstanding common stock of UCI Holdco, Inc. TC Group Investment Holdings, L.P. exercises investment discretion and control over the shares held by the Investment Partnerships indirectly through its subsidiary TC Group III, L.P., which is the sole general partner of the Investment Partnerships. TCG Holdings II, L.P., a Delaware limited partnership, is the sole general partner of TC Group Investment Holdings, L.P. DBD Investors V, L.L.C., a Delaware limited liability company, is the sole general partner of TCG Holdings II, L.P. and its address is c/o The Carlyle Group, 1001 Pennsylvania Ave. N.W., Suite 220S, Washington, D.C. 20004.

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(2) Includes 22,500 shares in UCI Holdco, Inc. beneficially owned by Mr. Zorich and the right to acquire up to 6,500 additional shares.

(3) Includes 1,000 shares in UCI Holdco, Inc. beneficially owned by Mr. Squier and the right to acquire up to 3,000 additional shares.

(4) Includes 400 shares in UCI Holdco, Inc. beneficially owned by Mr. Lederer and the right to acquire up to 2,500 additional shares.

(5) Includes 8,750 shares in UCI Holdco, Inc. beneficially owned by Mr. Malady and the right to acquire up to 2,250 additional shares.

(6) Includes 1,000 shares in UCI Holdco, Inc. beneficially owned by Mr. Ranelli and the right to acquire up to 2,500 additional shares.

(7) Includes 3,000 shares in UCI Holdco, Inc. beneficially owned by Mr. Ritter and the right to acquire up to 2,500 additional shares.

(8) Includes the right to acquire up to 8,000 shares in UCI Holdco.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Carlyle Management Agreement

In connection with the Acquisition, we entered into a management agreement with TC Group, L.L.C., an affiliate of Carlyle, for management and financial advisory services and oversight to be provided to us and our subsidiaries. Pursuant to this agreement, we pay an annual management fee to Carlyle of $2.0 million and annual out-of-pocket expenses, and we may pay Carlyle additional fees associated with financial advisory and other future transactions. Carlyle also received a one-time transaction fee of $10.0 million upon consummation of the Acquisition. In 2006, Carlyle was paid $2.5 million for the ASC Acquisition. The management agreement also provides for indemnification of Carlyle against liabilities and expenses arising out of Carlyle’s performance of services under the agreement. The agreement terminates either when Carlyle or its affiliates own less than ten percent of our equity interests or when we and Carlyle mutually agree to terminate the agreement.

Stockholders Agreement

On May 25, 2006, we and certain of our executive officers and affiliates of Carlyle who are holders of our common stock entered into a stockholders agreement that:

• imposes restrictions on their transfer of shares;

• requires those stockholders to take certain actions upon the approval by stockholders party to the agreement holding a majority of the shares held by those stockholders in connection with a sale of the company; and

• grants our principal stockholders the right to require other stockholders to participate pro rata in connection with a sale of shares by our principal stockholder.

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The stockholder agreement will terminate upon the sale or disposition of all or substantially all of our assets or upon the execution of a resolution of our board of directors terminating the agreement.

Employment Agreements

In connection with the Acquisition, we entered into employment agreements with certain of our named executive officers as described in “Item 11. Executive Compensation — Compensation Discussion and Analysis — Severance Arrangement/Employment Agreements.”

Other Related Party Transactions

Sales to The Hertz Corporation were $0.9 million, $0.6 million and $0.6 million for the years ended December 31, 2009, 2008 and 2007, respectively. Affiliates of The Carlyle Group own more than 10% of Hertz Global Holdings, Inc.  The Hertz Corporation is an indirect, wholly-owned subsidiary of Hertz Global Holdings, Inc.

Sales to Allison Transmission, Inc. were $0.6 million for the year ended December 31, 2009. Affiliates of The Carlyle Group own more than 10% of Allison Transmission, Inc.

As part of the ASC Acquisition, UCI acquired a 51% interest in a Chinese joint venture. This joint venture purchases aluminum castings from UCI’s 49% joint venture partner, Shandong Yanzhou Liancheng Metal Products Co. Ltd (“LMC”) and other materials from the joint venture partner’s affiliates. In 2009, 2008 and 2007, UCI purchased $11.1 million, $12.0 million and $15.4 million, respectively, from its joint venture partner and its affiliates. In addition, UCI sold materials and processing services to LMC in the amount of $3.1 million in 2009.

ASC rents a building from its former president. The 2009, 2008 and 2007 rent payments, which are believed to be at market rate, were $1.5 million, $1.5 million and $1.4 million, respectively.

Director Independence

The Company has no securities listed for trading on a national securities exchange or in an automated inter-dealer quotation system of a national securities association, which has requirements that a majority of its board of directors be independent. However, the board has determined that under the New York Stock Exchange’s definition of independence, Messrs. Lederer, Ritter and Ranelli would be independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Fees billed by Grant Thornton LLP in 2009 and 2008 were:

Audit Fees — Audit fees billed in 2009 and 2008, were $2,144,849 and $2,626,128, respectively.

Audit-Related Fees — In 2009 and 2008, the Company had audit-related fees of $168,138 and $272,899, respectively. These fees were for audits of Company-sponsored pension plans.

Tax Fees — There were no fees billed for tax services in 2009 and 2008.

All Other Fees — There were no other fees billed in 2009 and 2008.

Our policy is to require our Audit Committee to pre-approve audit services. In March 2004, the Company established a policy that also requires Audit Committee pre-approval for all audit-related, tax, and other services. Previously, senior management was authorized to approve such services provided that the services were brought to the attention of the Audit Committee and were approved by the Audit Committee prior to the completion of the audit. Management monitors all services provided by our principal accountants and reports periodically to our Audit Committee on these matters.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements.

The Company’s consolidated financial statements included in Item 8 hereof are as of December 31, 2009 and 2008, and for the three years ending December 31, 2009. Such financial statements consist of the following:

Balance Sheets

Income Statements

Statements of Cash Flows

Statements of Changes in Shareholder’s Equity

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules.

Schedule II — Valuation and Qualifying Accounts

Certain information required in Schedule II, Valuation and Qualifying Accounts, has been omitted because equivalent information has been included in the financial statements included in this Form 10-K.

Other financial statement schedules have been omitted because they either are not required, are immaterial or are not applicable.

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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholder

of United Components, Inc. and subsidiaries

We have audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) the consolidated financial statements of United Components, Inc. and subsidiaries referred to in our report dated March 19, 2010, which is included in Part II on this Form 10-K. Our audits of the basic financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2), which is the responsibility of the Company’s management. In our opinion, this financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ GRANT THORNTON LLP

Cincinnati, Ohio

March 19, 2010

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Schedule II — Valuation and Qualifying Accounts

Description	Balance at Beginning of Year		Charged to Income		Deductions			Other (a)			Balance at End of Year
	(In millions)
Year ended December 31, 2009
Allowance for excess and obsolete inventory	$	14.9	$	3.1	$	(3.0	)	$	0.1		$	15.1
Valuation allowance for deferred tax assets		4.2		0.4		—			0.6			5.2
Year ended December 31, 2008
Allowance for excess and obsolete inventory		15.6		3.7		(4.3	)		(0.1	)		14.9
Valuation allowance for deferred tax assets		4.3		0.9		—			(1.0	)		4.2
Year ended December 31, 2007
Allowance for excess and obsolete inventory		19.7		2.3		(6.4	)		—			15.6
Valuation allowance for deferred tax assets		3.1		1.3		(0.1	)		—			4.3

____________

(a) In 2009 and 2008, Other is the effect of foreign currency translation.

(a)(3) Exhibits

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
2.1	Stock Purchase Agreement by and among United Components, Inc., ACAS Acquisitions (ASC), Inc. and the Sellers named herein, dated as of March 8, 2006 (incorporated by reference to Exhibit 2.1 to United Components’ Report on Form 10-K filed March 31, 2006).
2.2	Asset Purchase Agreement by and among United Components, Inc., Neapco Inc. and Neapco, LLC, dated as of June 30, 2006 (incorporated by reference to Exhibit 2.1 to United Components’ Report on Form 8-K filed July 6, 2006).
2.3	Asset Purchase Agreement by and among Pioneer Inc. Automotive Products, United Components, Inc. and Pioneer, Inc., dated as of June 29, 2006 (incorporated by reference to Exhibit 2.2 to United Components’ Report on Form 8-K filed July 6, 2006).
2.4	Stock Purchase Agreement by and among Truck-Lite Co. Limited, Truck-Lite Co., Inc., UIS Industries Limited and United Components, Inc., dated as of November 30, 2006 (incorporated by reference to Exhibit 2.1 to United Components’ Report on Form 8-K filed December 6, 2006).
3.1	Amended and Restated Certificate of Incorporation of United Components, Inc., filed April 29, 2003 (incorporated by reference to Exhibit 3.1 to United Components’ Registration Statement on Form S-4 (No. 333-107219) filed July 21, 2003).
3.2	Bylaws of United Components, Inc. (incorporated by reference to Exhibit 3.14 to United Components’ Registration Statement on Form S-4 (No. 333-107219) filed July 21, 2003).
4.1	Senior Subordinated Note Indenture with respect to the 9 3/8% Senior Subordinated Notes due 2013, between United Components, Inc., Wells Fargo Bank Minnesota, National Association, as trustee, and the Guarantors listed on the signature pages thereto, dated as of June 20, 2003. (incorporated by reference to Exhibit 4.1 to United Components’ Registration Statement on Form S-4 (No. 333-107219) filed July 21, 2003).
4.2	Form of 9 3/8% Senior Subordinated Notes due 2013 (included in Exhibit 4.1).

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10.1	Credit Agreement, dated as of June 20, 2003, by and among United Components, Inc., the lenders party thereto, Lehman Brothers Inc. and J.P. Morgan Securities Inc. as joint lead arrangers, J.P. Morgan Chase Bank as syndication agent, ABN AMRO Bank N.V., Credit Lyonnais, New York Branch, Fleet National Bank and General Electric Capital Corporation as co-documentation agents and Lehman Commercial Paper Inc. as administrative agent (incorporated by reference to Exhibit 10.1 to United Components’ Registration Statement on Form S-4 (No. 333-107219) filed July 21, 2003).
10.2	Guarantee and Collateral Agreement, dated as of June 20, 2003, among UCI Acquisition Holdings, Inc., United Components, Inc. and certain subsidiaries of United Components, Inc., for the benefit of Lehman Commercial Paper, Inc., as administrative agent (incorporated by reference to Exhibit 10.2 to United Components’ Registration Statement on Form S-4 (No. 333-107219) filed July 21, 2003).
10.3	Management Agreement among United Components, Inc. and TC Group, L.L.C. dated June 20, 2003 (incorporated by reference to Exhibit 10.3 to United Components’ Registration Statement on Form S-4 (No. 333-107219) filed July 21, 2003).
*10.4	Employment Agreement Term Sheet between United Components, Inc. and John Ritter effective as of April 25, 2003, as amended (incorporated by reference to Exhibit 10.4 to United Components’ Registration Statement on Form S-4 (No. 333-107219) filed July 21, 2003).
*10.5	Employment Agreement between United Aftermarket, Inc. and Bruce Zorich dated as of April 18, 2003, as amended (incorporated by reference to Exhibit 10.5 to United Components’ Registration Statement on Form S-4 (No. 333-107219) filed July 21, 2003).
*10.6	Fourth Amended and Restated Champion Laboratories Pension Plan, effective as of January 1, 1997 (incorporated by reference to Exhibit 10.7 to United Components’ Registration Statement on Form S-4 (No. 333-107219) filed July 21, 2003).
*10.7	Employment Agreement among United Components, Inc., Champion Laboratories, Inc. and Charlie Dickson, effective as of September 2, 2003 (incorporated by reference to Exhibit 10.8 to United Components’ Amendment No. 1 to Registration Statement on Form S-4/A (No. 333-107219) filed October 7, 2003).
10.8	First Amendment to Credit Agreement dated as of December 22, 2003, by and among United Components, Inc., the lenders party thereto, Lehman Brothers Inc. and J.P. Morgan Securities Inc. as joint lead arrangers, J.P. Morgan Chase Bank as syndication agent, ABN AMRO Bank N.V., Credit Lyonnais, New York Branch, Fleet National Bank and General Electric Capital Corporation as co-documentation agents and Lehman Commercial Paper Inc. as administrative agent (incorporated by reference to Exhibit 10.9 to United Components’ Report on Form 10-K filed March 30, 2004).
*10.9	Amended and Restated Stock Option Plan of UCI Holdco, Inc., effective as of May 25, 2006 (incorporated by reference to Exhibit 10.10 to United Components’ Report on Form 10-K filed March 30, 2007).
*10.10	UCI Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.11 to United Components’ Report on Form 10-K filed March 30, 2004).
10.11	Amended and Restated Credit Agreement, dated May 25, 2006, among United Components, Inc., as borrower, Lehman Brothers Inc. and J.P. Morgan Securities Inc., as joint advisors, joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A. and General Electric Capital Corporation, as co-documentation agents, and Lehman Commercial Paper Inc., as administrative agent and the several banks and other financial institutions or entities from time to time parties to the agreement (incorporated by reference to Exhibit 10.12 to United Components’ Report on Form 8-K filed May 31, 2006).
*10.12	Amended and Restated Equity Incentive Plan of UCI Holdco, Inc., effective as of December 23, 2008 (incorporated by reference to Exhibit 10.12 to United Components’ Report on Form 10-K filed March 31, 2009).
*10.13	Restricted Stock Agreement, dated December 23, 2008, between UCI Holdco, Inc. and Bruce M. Zorich (incorporated by reference to Exhibit 10.12 to United Components’ Report on Form 10-K filed March 31, 2009).
*10.14	Amended and Restated Employment Agreement, dated December 23, 2008, between United Components, Inc. and Bruce Zorich (incorporated by reference to Exhibit 10.12 to United Components’ Report on Form 10-K filed March 31, 2009).

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*10.15	Severance Agreement, dated December 23, 2008, between Daniel Johnston, United Components, Inc., and UCI Holdco, Inc. (incorporated by reference to Exhibit 10.12 to United Components’ Report on Form 10-K filed March 31, 2009).
*10.16	Severance Agreement, dated September 8, 2009, between Mark P. Blaufuss, United Components, Inc. and UCI Holdco, Inc.
*10.17	Restricted Stock Agreement, dated September 8, 2009, between UCI Holdco, Inc. and Mark P. Blaufuss.
*10.18	Severance Agreement, dated December 23, 2008, between Keith A. Zar, United Components, Inc., and UCI Holdco, Inc.
*10.19	Restricted Stock Agreement, dated December 23, 2008, between UCI Holdco, Inc. and Keith A. Zar.
*10.20	Severance Agreement, dated December 23, 2008, between Michael G. Malady, United Components, Inc., and UCI Holdco, Inc.
*10.21	Restricted Stock Agreement, dated December 23, 2008, between UCI Holdco, Inc. and Michael G. Malady.
10.22	Resignation, Waiver, Consent, Appointment and Amendment Agreement entered into as of December 22, 2009, by and among Lehman Commercial Paper Inc. acting through one or more of its branches as the Administrative Agent and Swing Line Lender, under the Credit Agreement, Bank of America, N.A., the Lenders party hereto, United Components, Inc. and each of the Guarantors signatory hereto.
31.1	Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1**	Certification of Periodic Report by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.

____________

*           Management contract or compensatory plan or arrangement.

** This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

UNITED COMPONENTS, INC.
By:	/s/ MARK P. BLAUFUSS
	Name: Mark P. Blaufuss
	Title: Chief Financial Officer

Date: March 19, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ BRUCE M. ZORICH	President and Chief Executive Officer
Bruce M. Zorich	(Principal Executive Officer)	March 19, 2010
/s/ MARK P. BLAUFUSS	Chief Financial Officer
Mark P. Blaufuss	(Principal Financial Officer and
	Principal Accounting Officer)	March 19, 2010
/s/ DAVID L. SQUIER	Chairman
David L. Squier		March 19, 2010
/s/ IAN I. FUJIYAMA	Director
Ian I. Fujiyama		March 19, 2010
/s/ PAUL R. LEDERER	Director
Paul R. Lederer		March 19, 2010
/s/ GREGORY S. LEDFORD	Director
Gregory S. Ledford		March 19, 2010
/s/ RAYMOND A. RANELLI	Director
Raymond A. Ranelli		March 19, 2010
/s/ JOHN C. RITTER	Director
John C. Ritter		March 19, 2010
/s/ MARTIN SUMNER	Director
Martin Sumner		March 19, 2010

121

EX-10.16

Exhibit 10.16

UNITED COMPONENTS, INC.

SEVERANCE AGREEMENT

This Severance Agreement (the “Agreement”) is made and entered into effective as of September 8, 2009 (the “Effective Date”), by and between Mark Blaufuss (the “Executive”) and United Components, Inc. (the “Company”).  Certain capitalized terms used in this Agreement are defined in Section 1 below.

AGREEMENT

In consideration of the mutual covenants herein contained and the continued employment of Executive by the Company (or one of its Affiliates), the parties agree as follows:

1.      Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:

(a)         Affiliate.  “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.  Affiliates of Carlyle Partners III, L.P., a Delaware limited partnership, shall include all Persons directly or indirectly controlled by TC Group, LLC, a Delaware limited liability company.

(b)         Board.  “Board” shall mean the Board of Directors of the Company or its Parent.

(c)         Cause.  “Cause” shall mean:

(i)        the Executive’s failure to use his reasonable best efforts to follow a legal written order of the Board or the CEO, other than any such failure resulting from the Executive’s Disability, and such failure is not remedied within 30 days after receipt of notice;

(ii)       Executive’s gross or willful misconduct with regard to the Company;

(iii)      Executive’sconviction of a felony or crime involving material dishonesty;

(iv)     Executive’s fraud or personal dishonesty involving the Company’s assets (but excluding expense reimbursement disputes as to which Executive had a reasonable good faith belief that his conduct was within the policies of the Company); or

(v)       the Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities under this Agreement.

(d)         Change in Control.  “Change in Control” shall mean a change in ownership or control of the Company or Parent effected through a transaction or series of transactions (other than an offering of common stock of the Company or Parent to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, Parent or any of their respective subsidiaries, an employee benefit plan maintained by the Company, Parent or any of their respective subsidiaries, a Principal Stockholder, any Affiliate of a Principal Stockholder or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company, Parent or a Principal Stockholder) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company or Parent possessing more than fifty percent (50%) of the total combined voting power of the Company’s or Parent’s securities outstanding immediately after such acquisition.

(e)         CEO.  “CEO” shall mean the Chief Executive Officer of the Company.

(f)         Disability.  “Disability” shall mean the Executive’s inability to perform, with or without reasonable accommodation, the essential functions of Executive’s duties as an employee of the Company for a total of three months during any six-month period as a result of incapacity due to mental or physical illness as determined by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative, with such agreement as to acceptability not to be unreasonably withheld or delayed.

(g)         Exchange Act.  “Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended.

(h)         Good Reason.

(i)        “Good Reason” shall mean:

(1) a material diminution in the nature or scope of the Executive’s responsibilities, duties or authority;

(2) a material diminution in the Executive’s compensation; or

(3) a material breach of this Agreement by the Company.

(ii)       Notwithstanding the foregoing, a Termination of Employment shall not be treated as a Termination of Employment for Good Reason unless the Executive shall have delivered to the Company a notice of termination stating that the Executive intends to terminate employment for Good Reason within ninety (90) days, and such Termination of Employment must occur within one year, of the Executive’s having actual knowledge of the initial occurrence of one or more of such events, provided, in each such event, the Company fails to cure within thirty (30) days of receipt of such notice of termination.

(i)         Parent.  “Parent” shall mean UCI Holdco, Inc.

(j)         Person.  “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(k)         Principal Stockholder.  “Principal Stockholder(s)” shall mean Carlyle Partners III, L.P., a Delaware limited partnership, or any of its Affiliates to which (a) the Carlyle Partners III, L.P. or any other Person transfers shares of common stock of Parent, or (b) Parent issues shares of common stock of Parent.

(l)          Securities Act.  “Securities Act” shall mean the Securities Act of 1933, as amended.

(m)        Termination of Employment.  “Termination of Employment” shall mean the time when the engagement of the Executive as an employee of the Company is terminated by the Company, but excluding terminations where there is simultaneous commencement by the Executive of a relationship with the Company or any of its Affiliates as an employee.  In no event shall a “Termination of Employment” occur under this Agreement until the Executive incurs a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

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(n)         Termination Date.  “Termination Date” shall mean the effective date of the Executive’s Termination of Employment.

2.      Term of Agreement.  This Agreement shall terminate upon the date that all obligations of the parties under this Agreement have been satisfied.

3.      Severance.

(a)         General.  If the Executive experiences a Termination of Employment as a result of the Company terminating the Executive without Cause or the Executive terminating his employment for Good Reason, then, subject to the Executive signing and not revoking the Release as set forth below and subject to the continued compliance of the Executive with Sections 4 and 5 of this Agreement, the Executive shall be entitled to (i) severance equal to twelve (12) months of Executive’s annual base salary as in effect on the Termination Date, and (ii) reimbursement for, or direct payment to the carrier for, the premium costs under COBRA for the Executive and, where applicable, his spouse and dependents, until the earlier of (x) twelve (12) months following the Termination Date, and (y) the date Executive is employed by another employer, under the same or  comparable Company group medical and dental plans to the group medical and dental plans that Executive was participating in as of the Termination Date; provided that if a same or comparable Company group plan is, at any time during such twelve month period, not available generally to senior officers of the Company, the Executive shall receive reimbursement for, or direct payment to the carrier for, the premium costs under COBRA under a group plan that is available to such senior officers of the Company (together, the “Severance”).  For the avoidance of doubt, the Executive shall not be entitled to Severance in the event the Executive experiences a Termination of Employment for Cause, due to death, Disability, or the Executive’s resignation for any reason other than Good Reason.

(b)         On or Following a Change in Control.  If the Executive experiences a Termination of Employment as a result of the Company terminating the Executive without Cause or the Executive terminating his employment for Good Reason on or following the date of a Change in Control, then the twelve (12) month periods in Section 3(a) and Section 4 shall be twenty-four (24) months.

(c)         Release; Payment Timing; Separate Payments. Notwithstanding any provision to the contrary in this Agreement, no Severance payments shall be made unless (i) on or following the Termination Date and on or prior to the 50th day following the Termination Date the Executive executes a waiver and release of claims agreement in the form attached hereto as Exhibit A (the “Release”), which Release may be amended by the Company to reflect changes in applicable laws and regulations, and (ii) such Release shall not have been revoked by the Executive on or prior to the 8th day following the date of the Release.  The Severance payments shall be payable in the form of salary continuation and shall be paid at the same time and in the same manner as the Executive’s annual base salary would have been paid if Executive had remained in active employment with the Company through the end of the applicable Severance period in accordance with the Company’s normal payroll practices as in effect on the Termination Date, except that any payments that would otherwise have been made before the first normal payroll payment date falling on or after the sixtieth (60th) day after the date of termination of Executive’s employment (the “First Payment Date”) shall be made on the First Payment Date.  Each separate Severance installment payment shall be a separate payment under this Agreement for all purposes.

4.      Non-Competition; Non-Solicitation; Non-Disparagement.

(a)         The Executive shall not, at any time while employed by the Company and for twelve (12) months after the Termination Date with respect to the Executive’s Termination of Employment for any reason, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with the Company anywhere in the world;provided, however, that the Executive shall be permitted to acquire and/or hold a passive stock interest in such a business if the stock interest acquired and/or held is publicly traded and constitutes not more than two percent (2%) of the outstanding voting securities of such business.

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(b)         The Executive shall not, at any time while employed by the Company and for twelve (12) months after the Termination Date with respect to the Executive’s Termination of Employment for any reason, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company.

(c)         In the event the terms of this Section 4 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(d)         As used in this Section 4, (i) the term “Company” shall include the Company and its direct or indirect parents and subsidiaries.

(e)         The Executive agrees, while employed by the Company and following the Termination Date, to refrain from disparaging the Company and its Affiliates, including any of its services, technologies or practices, or any of its directors, officers, agents, representatives or stockholders, either orally or in writing.

5.      Nondisclosure of Proprietary Information.

(a)         Except in connection with the faithful performance of the Executive’s duties as an employee of the Company or pursuant to Section 5(c) and (e), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his or her benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets.  The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b)         Upon a Termination of Employment for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes.

(c)         The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel at Company’s expense in resisting or otherwise responding to such process.

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(d)         As used in this Section 5 and Section 6, the term “Company” shall include the Company and its direct or indirect parents and subsidiaries.

(e)         Nothing in this Agreement shall prohibit the Executive from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 5(c) above), (ii) disclosing information and documents to his attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing the Executive’s post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, his personal correspondence, his personal rolodex and documents related to his own personal benefits, entitlements and obligations.

6.      Inventions.  All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that the Executive may discover, invent or originate during the time the Executive is employed by the Company, either alone or with others and whether or not during working hours or by the use of the facilities of the Company (“Inventions”), shall be the exclusive property of the Company.  The Executive shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. The Executive hereby appoints the Company as his attorney-in-fact to execute on his behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.

7.      Injunctive Relief.  It is recognized and acknowledged by the Executive that a breach of the covenants contained in Sections 4, 5 and 6 will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate.  Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 4, 5 and 6, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief without having to prove damages.

8.      Assignment and Successors.

(a)         Company’s Successors.  The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates.  This Agreement shall be binding upon and inure to the benefit of the Company and its respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

(b)         Executive’s Successors.    Without the written consent of the Company, Executive shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Executive hereunder shall be binding upon and inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

9.      Notices.

(a)         General.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid.  In the case of the Executive, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing.  In the case of the Company, mailed notices shall be addressed to the Company’s Chief Executive Officer at its headquarters.

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(b)         Notice of Termination.  Any termination by the Company for Cause shall be communicated by a notice of termination to the Executive given in accordance with this Section 9.  Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the Termination Date (which shall be not more than 30 days after the giving of such notice).

10.    Reimbursements and In-kind Benefits.  Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of the Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of the Executive, except for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit.  Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be made to the Executive as soon as administratively practicable following such submission, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred.  In no event shall the Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred.  This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive.

11.   Miscellaneous Provisions.

(a)         Survival.  Provisions of this Agreement which by their terms must survive the termination of this Agreement in order to effectuate the intent of the parties (including, without limitation Sections 3 to 6) will survive any such termination for such periods as may be appropriate under the circumstances.

(b)         No Duty to Mitigate; Effect on Other Arrangements.  The Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement; however, the Severance received by the Executive pursuant to this Agreement shall supersede and replace any cash severance payments and Company-paid healthcare continuation that the Executive may be entitled to receive under the terms of any other employment or severance agreements or arrangements with the Company.  Except as otherwise provided in this Agreement, this Agreement shall not affect the rights of the Executive under or the entitlement of the Executive to participate in any employee benefit plans or programs of the Company that are applicable to the Executive, in accordance with the terms and conditions or such plans or programs.

(c)         Entire Agreement.  The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to any severance payments payable to the Executive in connection with his Termination of Employment and shall supersede all prior understandings and agreements, whether written or oral, including the severance provided under the letter agreement dated September 1, 2007.  The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

(d)         Waiver.  No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive).  No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

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(e)         Choice of Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of Indiana.

(f)         Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in Evansville, Indiana in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 4, 5 and 6 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond.  Only individuals who are (i) lawyers engaged fulltime in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator.  Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law.  It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration.  The arbitrator shall require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be borne equally by the parties thereto.  In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 10(f), the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the prevailing parties to the extent determined to be appropriate by the arbitrator, acting in its sole discretion.

(g)         Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(h)         Employment Taxes.  All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.

(i)          Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

COMPANY:	United Components, Inc.
	By:	/s/ Bruce Zorich
	Title:	Bruce Zorich
EXECUTIVE:	/s/ Mark Blaufuss
	Signature
	Mark Blaufuss
	Printed Name

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EXHIBIT A

General Release and Waiver

For and in consideration of the payments and other benefits due to Keith Zar (the “Executive”) pursuant to the Severance Agreement, dated as of [               ] __, 2008 (the “SeveranceAgreement”), by and between United Components, Inc. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to sue the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release.  Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973 , as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.

The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act.  The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Severance Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans.  Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily.

Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under Sections 3(a) or (b) of the Severance Agreement or under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification, contribution or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law.

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This Release is subject to Sections 11(e) and (f) of the Severance Agreement.  This Release is final and binding and may not be changed or modified except in a writing signed by both parties.

Date	KEITH ZAR
Date	UNITED COMPONENTS, INC.

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EX-10.17

Exhibit 10.17

UCI HOLDCO, INC.

RESTRICTED STOCK AGREEMENT

GRANT NOTICE

Unless otherwise defined herein, the terms defined in the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc., as amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”).

You have been granted Restricted Stock, subject to the terms and conditions of the Plan and this Agreement.

Participant:	Mark Blaufuss
Grant Date:	September 8, 2009
Total Number of Shares of Restricted Stock:	30,000
Type of Restricted Stock	Common Stock
Vesting Schedule:	The shares of Restricted Stock will vest only upon a Change of Control (as defined in Appendix A) of the Company

Your signature below indicates your agreement and understanding that the Restricted Stock is subject to all of the terms and conditions contained in this Agreement, including the Grant Notice and Appendix A, the Stockholders Agreement and the Plan.  ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THE RESTRICTED STOCK.

UCI HOLDCO, INC.		PARTICIPANT:
By:	/s/ Bruce Zorich	By:	/s/ Mark Blaufuss
Print Name:	Bruce Zorich	Print Name:	Mark Blaufuss
Title:	CEO

APPENDIX A

TO THE RESTRICTED STOCK AGREEMENT

Pursuant to this Agreement, the Company has awarded to the Participant the number of shares of Restricted Stock under the Plan, as set forth in the Grant Notice.

ARTICLE I.   GENERAL

1.1          Definitions.

(a)            “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.  For the purpose of the Plan and Agreement, Affiliates of Carlyle Partners III, L.P., a Delaware limited partnership, shall include all Persons directly or indirectly controlled by TC Group, LLC, a Delaware limited liability company.

(b)           “Board” shall mean the Board of Directors of the Company

(c)            “Change in Control” shall mean a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries, a Principal Stockholder, any Affiliate of a Principal Stockholder or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or a Principal Stockholder) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition.

(d)            “Committee” shall mean the Committee appointed pursuant to Section 7.1 of the Plan.

(e)            “Company” shall mean UCI Holdco, Inc.

(f)            “Grant Date” shall mean the date specified in the Grant Notice.

(g)            “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(h)            “Plan” shall mean the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc.

(i)             “Principal Stockholder(s)” shall mean Carlyle Partners III, L.P., a Delaware limited partnership, or any of its Affiliates to which (a) the Carlyle Partners III, L.P. or any other Person transfers Common Stock, or (b) the Company issues Common Stock.

A-1

(j)             “Stockholders Agreement” shall mean that certain agreement by and between the Participant and the Company which contains certain restrictions and limitations applicable to the shares of Restricted Stock (and to other shares of Common Stock, if any, held by the Participant during the term of such agreement).  The Board, in its discretion, shall determine the terms of the Stockholders Agreement and may amend the terms thereof from time to time.  If the Participant is not party to the Stockholders Agreement as of the Grant Date, the grant of Restricted Stock shall be subject to the condition that the Participant enter into a Stockholders Agreement with the Company.

1.2          Incorporation of Terms.  The Restricted Stock is subject to the terms and conditions of the Plan and the Stockholders Agreement, which are each incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.  All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Plan and the Grant Notice.

ARTICLE II.   AWARD OF RESTRICTED STOCK

2.1          Award of Restricted Stock.

(a)            Award.  As of the Grant Date, the Company issues to the Participant the number of shares of Restricted Stock set forth in the Grant Notice (the “Award”), in consideration of the Participant’s agreement to remain in the service or employ of the Company or one of its Subsidiaries and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.  Such shares of Restricted Stock and any Dividends (as defined below) whether vested or unvested shall sometimes be referred to herein as “Shares.”  

(b)           Book Entry Form; Certificates.  At the sole discretion of the Committee, the Shares will be issued in either (i) uncertificated form, with the Shares recorded in the name of the Participant in the books and records of the Company’s transfer agent with appropriate notations regarding the Restrictions; or (ii) certificate form pursuant to the terms of Section 2.1(c).  For purposes of this Agreement, “Restrictions” shall mean the forfeiture provision in Section 2.5.

(c)            Legend.  Shares issued pursuant to this Agreement shall bear such legend or legends as shall be determined by the Committee.

(d)            Escrow.  The Secretary of the Company or such other escrow holder as the Committee may appoint may retain physical custody of the certificates representing the Shares until all of the Restrictions lapse or shall have been removed.

2.2          Vesting of Restricted Stock.  Except as provided in Sections 2.3 and 2.4 below, none of the Shares of Restricted Stock shall become vested until immediately prior to the effective date of a Change of Control and all such Shares shall become vested at such time.

2.3          Discretionary Vesting.  The Committee in its sole discretion may accelerate the vesting of any portion of the Restricted Stock.

2.4          Forfeiture of Unvested Shares.  Notwithstanding anything to the contrary set forth herein, none of the Shares shall become vested if a Termination of Employment with respect to the Participant occurs prior to the effective date of a Change of Control and all Shares shall be immediately forfeited upon such a Termination of Employment.

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2.5          Restrictions.

(a)           Tax Withholding; Conditions to Issuance of Certificates.   Notwithstanding any other provision of this Agreement:

(i)          The Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock, regardless of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares.  The Company and its Subsidiaries do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax liability.

(ii)         Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due.  The Company (or the employing Subsidiary) may withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to withheld by the Company or the employing Subsidiary with respect to the shares.  Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Shares.

(iii)        The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions:  (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenience.

(b)           Rights as Stockholder.  Except as otherwise provided herein, upon the Grant Date the Participant shall have all the rights of a stockholder with respect to the Shares, subject to the Restrictions herein, including the right to receive all dividends or other distributions paid with respect to such Shares; provided, that, dividends and distributions (the “Dividends”) shall be subject to transfer restrictions, with respect to Dividends paid in Shares, and a risk of forfeiture to the same extent as the Shares with respect to which such Dividends have been distributed and the Committee may impose additional resale or other conditions on the Shares as it may determined in its sole discretion.  Accordingly, the Participant shall only be entitled to receive such Dividends when the Shares (with respect to which such Dividends have been distributed) vest pursuant to Article II.  Such ownership of Shares and Dividends shall be evidenced by book entries on the records of the Company and such Dividends shall be considered Restricted Stock herein.  Promptly following the vesting of Shares and the lapse of the transfer restrictions pursuant to this Agreement, Shares and cash and/or stock, as applicable evidencing such Dividends shall be transferred to the Participant (or his/her permitted transferees) by the Company with such legends as shall be determined by the Company.

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ARTICLE III.   OTHER PROVISIONS

3.1          Not a Contract of Employment.  Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other Service Provider of the Company or any of its Subsidiaries.

3.2          Governing Law.   The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.3          Conformity to Securities Laws.  The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards are granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.4          Amendment, Suspension and Termination.  To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely effect the Award in any material way without the prior written consent of the Participant.

3.5          Notices.  Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the Participant to his address shown in the Company records, and to the Company at its principal executive office.

3.6          Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon the Participant and his heirs, executors, administrators, successors and assigns.

3.7          Lockup Provision. The Participant shall agree, if requested by the Company and any underwriter engaged by the Company, not to sell or otherwise transfer or dispose of any securities of the Company (including, without limitation pursuant to Rule 144 under the Securities Act (or any successor or similar exemptive rule hereafter in effect)) held by them for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering.

3.8          Participant Representation.  The Participant has no plan or intention to acquire any securities of the Company in addition to those Shares received hereunder, provided that acquisitions of the Company’s securities in any transactions on or after the Grant Date that are approved by the Company shall not be a breach of this representation.

*  *  *  *  *

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EX-10.18

Exhibit 10.18

UNITED COMPONENTS, INC.

SEVERANCE AGREEMENT

This Severance Agreement (the “Agreement”) is made and entered into effective as of December 23, 2008 (the “Effective Date”), by and between Keith Zar (the “Executive”) and United Components, Inc. (the “Company”).  Certain capitalized terms used in this Agreement are defined in Section 1 below.

AGREEMENT

In consideration of the mutual covenants herein contained and the continued employment of Executive by the Company (or one of its Affiliates), the parties agree as follows:

1.      Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:

(a)     Affiliate.  “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.  Affiliates of Carlyle Partners III, L.P., a Delaware limited partnership, shall include all Persons directly or indirectly controlled by TC Group, LLC, a Delaware limited liability company.

(b)     Board.  “Board” shall mean the Board of Directors of the Company or its Parent.

(c)     Cause.  “Cause” shall mean:

(i)          the Executive’s failure to use his reasonable best efforts to follow a legal written order of the Board or the CEO, other than any such failure resulting from the Executive’s Disability, and such failure is not remedied within 30 days after receipt of notice;

(ii)         Executive’s gross or willful misconduct with regard to the Company;

(iii)        Executive’sconviction of a felony or crime involving material dishonesty;

(iv)        Executive’s fraud or personal dishonesty involving the Company’s assets (but excluding expense reimbursement disputes as to which Executive had a reasonable good faith belief that his conduct was within the policies of the Company); or

(v)         the Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities under this Agreement.

(d)     Change in Control.  “Change in Control” shall mean a change in ownership or control of the Company or Parent effected through a transaction or series of transactions (other than an offering of common stock of the Company or Parent to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, Parent or any of their respective subsidiaries, an employee benefit plan maintained by the Company, Parent or any of their respective subsidiaries, a Principal Stockholder, any Affiliate of a Principal Stockholder or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company, Parent or a Principal Stockholder) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company or Parent possessing more than fifty percent (50%) of the total combined voting power of the Company’s or Parent’s securities outstanding immediately after such acquisition.

(e)     CEO.  “CEO” shall mean the Chief Executive Officer of the Company.

(f)      Disability.  “Disability” shall mean the Executive’s inability to perform, with or without reasonable accommodation, the essential functions of Executive’s duties as an employee of the Company for a total of three months during any six-month period as a result of incapacity due to mental or physical illness as determined by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative, with such agreement as to acceptability not to be unreasonably withheld or delayed.

(g)     Exchange Act.  “Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended.

(h)     Good Reason.

(i)    “Good Reason” shall mean:

(1)  a material diminution in the nature or scope of the Executive’s responsibilities, duties or authority;

(2)  a material diminution in the Executive’s compensation; or

(3)  a material breach of this Agreement by the Company.

(ii)   Notwithstanding the foregoing, a Termination of Employment shall not be treated as a Termination of Employment for Good Reason unless the Executive shall have delivered to the Company a notice of termination stating that the Executive intends to terminate employment for Good Reason within ninety (90) days, and such Termination of Employment must occur within one year, of the Executive’s having actual knowledge of the initial occurrence of one or more of such events, provided, in each such event, the Company fails to cure within thirty (30) days of receipt of such notice of termination.

(i)      Parent.  “Parent” shall mean UCI Holdco, Inc.

(j)      Person.  “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(k)     Principal Stockholder.  “Principal Stockholder(s)” shall mean Carlyle Partners III, L.P., a Delaware limited partnership, or any of its Affiliates to which (a) the Carlyle Partners III, L.P. or any other Person transfers shares of common stock of Parent, or (b) Parent issues shares of common stock of Parent.

(l)      Securities Act.  “Securities Act” shall mean the Securities Act of 1933, as amended.

(m)    Termination of Employment.  “Termination of Employment” shall mean the time when the engagement of the Executive as an employee of the Company is terminated by the Company, but excluding terminations where there is simultaneous commencement by the Executive of a relationship with the Company or any of its Affiliates as an employee.  In no event shall a “Termination of Employment” occur under this Agreement until the Executive incurs a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

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(n)     Termination Date.  “Termination Date” shall mean the effective date of the Executive’s Termination of Employment.

2.      Term of Agreement.  This Agreement shall terminate upon the date that all obligations of the parties under this Agreement have been satisfied.

3.      Severance.

(a)     General.  If the Executive experiences a Termination of Employment as a result of the Company terminating the Executive without Cause or the Executive terminating his employment for Good Reason, then, subject to the Executive signing and not revoking the Release as set forth below and subject to the continued compliance of the Executive with Sections 4 and 5 of this Agreement, the Executive shall be entitled to (i) severance equal to twelve (12) months of Executive’s annual base salary as in effect on the Termination Date, and (ii) reimbursement for, or direct payment to the carrier for, the premium costs under COBRA for the Executive and, where applicable, his spouse and dependents, until the earlier of (x) twelve (12) months following the Termination Date, and (y) the date Executive is employed by another employer, under the same or  comparable Company group medical and dental plans to the group medical and dental plans that Executive was participating in as of the Termination Date; provided that if a same or comparable Company group plan is, at any time during such twelve month period, not available generally to senior officers of the Company, the Executive shall receive reimbursement for, or direct payment to the carrier for, the premium costs under COBRA under a group plan that is available to such senior officers of the Company (together, the “Severance”).  For the avoidance of doubt, the Executive shall not be entitled to Severance in the event the Executive experiences a Termination of Employment for Cause, due to death, Disability, or the Executive’s resignation for any reason other than Good Reason.

(b)     On or Following a Change in Control.  If the Executive experiences a Termination of Employment as a result of the Company terminating the Executive without Cause or the Executive terminating his employment for Good Reason on or following the date of a Change in Control, then the twelve (12) month periods in Section 3(a) and Section 4 shall be twenty-four (24) months.

(c)     Release; Payment Timing; Separate Payments. Notwithstanding any provision to the contrary in this Agreement, no Severance payments shall be made unless (i) on or following the Termination Date and on or prior to the 50th day following the Termination Date the Executive executes a waiver and release of claims agreement in the form attached hereto as Exhibit A (the “Release”), which Release may be amended by the Company to reflect changes in applicable laws and regulations, and (ii) such Release shall not have been revoked by the Executive on or prior to the 8th day following the date of the Release.  The Severance payments shall be payable in the form of salary continuation and shall be paid at the same time and in the same manner as the Executive’s annual base salary would have been paid if Executive had remained in active employment with the Company through the end of the applicable Severance period in accordance with the Company’s normal payroll practices as in effect on the Termination Date, except that any payments that would otherwise have been made before the first normal payroll payment date falling on or after the sixtieth (60th) day after the date of termination of Executive’s employment (the “First Payment Date”) shall be made on the First Payment Date.  Each separate Severance installment payment shall be a separate payment under this Agreement for all purposes.

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4.      Non-Competition; Non-Solicitation; Non-Disparagement.

(a)     The Executive shall not, at any time while employed by the Company and for twelve (12) months after the Termination Date with respect to the Executive’s Termination of Employment for any reason, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with the Company anywhere in the world;provided, however, that the Executive shall be permitted to acquire and/or hold a passive stock interest in such a business if the stock interest acquired and/or held is publicly traded and constitutes not more than two percent (2%) of the outstanding voting securities of such business.

(b)     The Executive shall not, at any time while employed by the Company and for twelve (12) months after the Termination Date with respect to the Executive’s Termination of Employment for any reason, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company.

(c)     In the event the terms of this Section 4 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(d)     As used in this Section 4, (i) the term “Company” shall include the Company and its direct or indirect parents and subsidiaries.

(e)     The Executive agrees, while employed by the Company and following the Termination Date, to refrain from disparaging the Company and its Affiliates, including any of its services, technologies or practices, or any of its directors, officers, agents, representatives or stockholders, either orally or in writing.

5.      Nondisclosure of Proprietary Information.

(a)     Except in connection with the faithful performance of the Executive’s duties as an employee of the Company or pursuant to Section 5(c) and (e), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his or her benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets.  The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

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(b)     Upon a Termination of Employment for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes.

(c)     The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel at Company’s expense in resisting or otherwise responding to such process.

(d)     As used in this Section 5 and Section 6, the term “Company” shall include the Company and its direct or indirect parents and subsidiaries.

(e)     Nothing in this Agreement shall prohibit the Executive from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 5(c) above), (ii) disclosing information and documents to his attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing the Executive’s post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, his personal correspondence, his personal rolodex and documents related to his own personal benefits, entitlements and obligations.

6.      Inventions.  All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that the Executive may discover, invent or originate during the time the Executive is employed by the Company, either alone or with others and whether or not during working hours or by the use of the facilities of the Company (“Inventions”), shall be the exclusive property of the Company.  The Executive shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. The Executive hereby appoints the Company as his attorney-in-fact to execute on his behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.

7.      Injunctive Relief.  It is recognized and acknowledged by the Executive that a breach of the covenants contained in Sections 4, 5 and 6 will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate.  Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 4, 5 and 6, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief without having to prove damages.

8.      Assignment and Successors.

(a)     Company’s Successors.  The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates.  This Agreement shall be binding upon and inure to the benefit of the Company and its respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

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(b)     Executive’s Successors.    Without the written consent of the Company, Executive shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Executive hereunder shall be binding upon and inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

9.      Notices.

(a)     General.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid.  In the case of the Executive, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing.  In the case of the Company, mailed notices shall be addressed to the Company’s Chief Executive Officer at its headquarters.

(b)     Notice of Termination.  Any termination by the Company for Cause shall be communicated by a notice of termination to the Executive given in accordance with this Section 9.  Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the Termination Date (which shall be not more than 30 days after the giving of such notice).

10.    Reimbursements and In-kind Benefits.  Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of the Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of the Executive, except for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit.  Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be made to the Executive as soon as administratively practicable following such submission, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred.  In no event shall the Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred.  This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive.

11.    Miscellaneous Provisions.

(a)     Survival.  Provisions of this Agreement which by their terms must survive the termination of this Agreement in order to effectuate the intent of the parties (including, without limitation Sections 3 to 6) will survive any such termination for such periods as may be appropriate under the circumstances.

(b)     No Duty to Mitigate; Effect on Other Arrangements.  The Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement; however, the Severance received by the Executive pursuant to this Agreement shall supersede and replace any cash severance payments and Company-paid healthcare continuation that the Executive may be entitled to receive under the terms of any other employment or severance agreements or arrangements with the Company.  Except as otherwise provided in this Agreement, this Agreement shall not affect the rights of the Executive under or the entitlement of the Executive to participate in any employee benefit plans or programs of the Company that are applicable to the Executive, in accordance with the terms and conditions or such plans or programs.

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(c)     Entire Agreement.  The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to any severance payments payable to the Executive in connection with his Termination of Employment and shall supersede all prior understandings and agreements, whether written or oral, including the severance provided under the letter agreement dated September 1, 2007.  The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

(d)     Waiver.  No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive).  No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(e)     Choice of Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of Indiana.

(f)      Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in Evansville, Indiana in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 4, 5 and 6 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond.  Only individuals who are (i) lawyers engaged fulltime in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator.  Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law.  It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration.  The arbitrator shall require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be borne equally by the parties thereto.  In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 10(f), the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the prevailing parties to the extent determined to be appropriate by the arbitrator, acting in its sole discretion.

(g)     Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(h)     Employment Taxes.  All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.

(i)      Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

COMPANY:	United Components, Inc.
	By:	/s/ Bruce Zorich
	Title:	CEO
EXECUTIVE:		/s/ Keith Zar
	Signature
		Keith Zar
	Printed Name

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EXHIBIT A

General Release and Waiver

For and in consideration of the payments and other benefits due to Keith Zar (the “Executive”) pursuant to the Severance Agreement, dated as of [               ] __, 2008 (the “SeveranceAgreement”), by and between United Components, Inc. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to sue the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release.  Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973 , as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.

The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act.  The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Severance Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans.  Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily.

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Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under Sections 3(a) or (b) of the Severance Agreement or under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification, contribution or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law.

This Release is subject to Sections 11(e) and (f) of the Severance Agreement.  This Release is final and binding and may not be changed or modified except in a writing signed by both parties.

Date	KEITH ZAR
Date	UNITED COMPONENTS, INC.

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EX-10.19

Exhibit 10.19

UCI HOLDCO, INC.

RESTRICTED STOCK AGREEMENT

GRANT NOTICE

Unless otherwise defined herein, the terms defined in the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc., as amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”).

On April 21, 2007, you were granted an option to purchase 3,500 shares of Common Stock, pursuant to a Non-Qualified Stock Option Agreement (the “Option Agreement”), at an exercise price of $105.00 per share, subject to the terms of the Option Agreement (the “Option”).

As described in this Agreement you are being offered the opportunity to exchange the Option for a grant of Restricted Stock, as described herein, subject to the terms and conditions of the Plan and this Agreement.

The number of shares of Restricted Stock and the vesting provisions applicable thereto that you are being offered in exchange for the Option are as follows:

Participant:	Keith Zar
Grant Date:	December 23, 2008
Total Number of Shares of Restricted Stock:	9,280
Type of Restricted Stock	Common Stock
Vesting Schedule:	The shares of Restricted Stock will vest only upon a Change of Control (as defined in Appendix A) of the Company

Your signature below indicates your agreement and understanding that (i) the Restricted Stock is being offered to you in exchange for the Option and that by accepting this grant of Restricted Stock, you hereby surrender the Option and forgo all rights you have with respect thereto and (ii) the Restricted Stock is subject to all of the terms and conditions contained in this Agreement, including the Grant Notice and Appendix A, the Stockholders Agreement and the Plan.  ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THE RESTRICTED STOCK.

UCI HOLDCO, INC.Holder:		PARTICIPANT:
By:	/s/ Bruce Zorich	By:	/s/ Keith Zar
Print Name:	Bruce Zorich	Print Name:	Keith Zar
Title:	CEO

APPENDIX A

TO THE RESTRICTED STOCK AGREEMENT

Pursuant to this Agreement, the Company has awarded to the Participant the number of shares of Restricted Stock under the Plan, as set forth in the Grant Notice, in exchange and as complete payment for the Option.

ARTICLE I.  GENERAL

1.1         Definitions.

(a)            “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.  For the purpose of the Plan and Agreement, Affiliates of Carlyle Partners III, L.P., a Delaware limited partnership, shall include all Persons directly or indirectly controlled by TC Group, LLC, a Delaware limited liability company.

(b)           “Board” shall mean the Board of Directors of the Company

(c)            “Change in Control” shall mean a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries, a Principal Stockholder, any Affiliate of a Principal Stockholder or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or a Principal Stockholder) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition.

(d)           “Committee” shall mean the Committee appointed pursuant to Section 7.1 of the Plan.

(e)            “Company” shall mean UCI Holdco, Inc.

(f)             “Grant Date” shall mean the date specified in the Grant Notice.

(g)            “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(h)            “Plan” shall mean the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc.

(i)            “Principal Stockholder(s)” shall mean Carlyle Partners III, L.P., a Delaware limited partnership, or any of its Affiliates to which (a) the Carlyle Partners III, L.P. or any other Person transfers Common Stock, or (b) the Company issues Common Stock.

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(j)             “Stockholders Agreement” shall mean that certain agreement by and between the Participant and the Company which contains certain restrictions and limitations applicable to the shares of Restricted Stock (and to other shares of Common Stock, if any, held by the Participant during the term of such agreement).  The Board, in its discretion, shall determine the terms of the Stockholders Agreement and may amend the terms thereof from time to time.  If the Participant is not party to the Stockholders Agreement as of the Grant Date, the grant of Restricted Stock shall be subject to the condition that the Participant enter into a Stockholders Agreement with the Company.

1.2         Incorporation of Terms.  The Restricted Stock is subject to the terms and conditions of the Plan and the Stockholders Agreement, which are each incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.  All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Plan and the Grant Notice.

ARTICLE II.  AWARD OF RESTRICTED STOCK

2.1         Award of Restricted Stock; Surrender of Option.

(a)           Award.  As of the Grant Date, the Company issues to the Participant the number of shares of Restricted Stock set forth in the Grant Notice (the “Award”), in consideration of the Participant’s agreement to remain in the service or employ of the Company or one of its Subsidiaries, the surrender of the Option as described herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.  Such shares of Restricted Stock and any Dividends (as defined below) whether vested or unvested shall sometimes be referred to herein as “Shares.”  

(b)           Surrender of Option.   As of the Grant Date, in consideration of the grant of Restricted Stock pursuant to and subject to the terms of this Agreement, the Participant surrenders the Option.

(c)           Book Entry Form; Certificates.  At the sole discretion of the Committee, the Shares will be issued in either (i) uncertificated form, with the Shares recorded in the name of the Participant in the books and records of the Company’s transfer agent with appropriate notations regarding the Restrictions; or (ii) certificate form pursuant to the terms of Section 2.1(c).  For purposes of this Agreement, “Restrictions” shall include the forfeiture provision in Section 2.4.

(d)           Legend.  Shares issued pursuant to this Agreement shall bear such legend or legends as shall be determined by the Committee.

(e)           Escrow.  The Secretary of the Company or such other escrow holder as the Committee may appoint may retain physical custody of the certificates representing the Shares until all of the Restrictions lapse or shall have been removed.

2.2         Vesting of Restricted Stock.  Except as provided in Sections 2.3 and 2.4 below, none of the Shares of Restricted Stock shall become vested until immediately prior to the effective date of a Change of Control and all such Shares shall become vested at such time.

2.3         Discretionary Vesting.  The Committee in its sole discretion may accelerate the vesting of any portion of the Restricted Stock.

2.4         Forfeiture of Unvested Shares.  Notwithstanding anything to the contrary set forth herein, none of the Shares shall become vested if a Termination of Employment with respect to the Participant occurs prior to the effective date of a Change of Control and all Shares shall be immediately forfeited upon such a Termination of Employment.

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2.5         Restrictions.

(a)          Tax Withholding; Conditions to Issuance of Certificates.   Notwithstanding any other provision of this Agreement:

(i)           The Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock, regardless of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares.  The Company and its Subsidiaries do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax liability.

(ii)          Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due.  The Company (or the employing Subsidiary) may withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to withheld by the Company or the employing Subsidiary with respect to the shares.  Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Shares.

(iii)         The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions:  (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenience.

(b)          Rights as Stockholder.  Except as otherwise provided herein, upon the Grant Date the Participant shall have all the rights of a stockholder with respect to the Shares, subject to the Restrictions herein, including the right to receive all dividends or other distributions paid with respect to such Shares; provided, that, dividends and distributions (the “Dividends”) shall be subject to transfer restrictions, with respect to Dividends paid in Shares, and a risk of forfeiture to the same extent as the Shares with respect to which such Dividends have been distributed and the Committee may impose additional resale or other conditions on the Shares as it may determined in its sole discretion.  Accordingly, the Participant shall only be entitled to receive such Dividends when the Shares (with respect to which such Dividends have been distributed) vest pursuant to Article II.  Such ownership of Shares and Dividends shall be evidenced by book entries on the records of the Company and such Dividends shall be considered Restricted Stock herein.  Promptly following the vesting of Shares and the lapse of the transfer restrictions pursuant to this Agreement, Shares and cash and/or stock, as applicable evidencing such Dividends shall be transferred to the Participant (or his/her permitted transferees) by the Company with such legends as shall be determined by the Company.

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ARTICLE III.  OTHER PROVISIONS

3.1           Not a Contract of Employment.  Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other Service Provider of the Company or any of its Subsidiaries.

3.2           Governing Law.   The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.3           Conformity to Securities Laws.  The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards are granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.4           Amendment, Suspension and Termination.  To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely effect the Award in any material way without the prior written consent of the Participant.

3.5           Notices.  Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the Participant to his address shown in the Company records, and to the Company at its principal executive office.

3.6           Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon the Participant and his heirs, executors, administrators, successors and assigns.

3.7           Lockup Provision. The Participant shall agree, if requested by the Company and any underwriter engaged by the Company, not to sell or otherwise transfer or dispose of any securities of the Company (including, without limitation pursuant to Rule 144 under the Securities Act (or any successor or similar exemptive rule hereafter in effect)) held by them for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering.

3.8           Participant Representation.  The Participant has no plan or intention to acquire any securities of the Company in addition to those Shares received hereunder, provided that acquisitions of the Company’s securities in any transactions on or after the Grant Date that are approved by the Company shall not be a breach of this representation.

*  *  *  *  *

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EX-10.20

Exhibit 10.20

UNITED COMPONENTS, INC.

SEVERANCE AGREEMENT

This Severance Agreement (the “Agreement”) is made and entered into effective as of December 23, 2008 (the “Effective Date”), by and between Mike Malady (the “Executive”) and United Components, Inc. (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

AGREEMENT

In consideration of the mutual covenants herein contained and the continued employment of Executive by the Company (or one of its Affiliates), the parties agree as follows:

1.    Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:

(a)   Affiliate.  “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.  Affiliates of Carlyle Partners III, L.P., a Delaware limited partnership, shall include all Persons directly or indirectly controlled by TC Group, LLC, a Delaware limited liability company.

(b)  Board.  “Board” shall mean the Board of Directors of the Company or its Parent.

(c)   Cause.  “Cause” shall mean:

(i)        the Executive’s failure to use his reasonable best efforts to follow a legal written order of the Board or the CEO, other than any such failure resulting from the Executive’s Disability, and such failure is not remedied within 30 days after receipt of notice;

(ii)       Executive’s gross or willful misconduct with regard to the Company;

(iii)      Executive’sconviction of a felony or crime involving material dishonesty;

(iv)      Executive’s fraud or personal dishonesty involving the Company’s assets (but excluding expense reimbursement disputes as to which Executive had a reasonable good faith belief that his conduct was within the policies of the Company); or

(v)      the Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities under this Agreement.

(d)  Change in Control.  “Change in Control” shall mean a change in ownership or control of the Company or Parent effected through a transaction or series of transactions (other than an offering of common stock of the Company or Parent to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, Parent or any of their respective subsidiaries, an employee benefit plan maintained by the Company, Parent or any of their respective subsidiaries, a Principal Stockholder, any Affiliate of a Principal Stockholder or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company, Parent or a Principal Stockholder) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company or Parent possessing more than fifty percent (50%) of the total combined voting power of the Company’s or Parent’s securities outstanding immediately after such acquisition.

(e)   CEO.  “CEO” shall mean the Chief Executive Officer of the Company.

(f)    Disability.  “Disability” shall mean the Executive’s inability to perform, with or without reasonable accommodation, the essential functions of Executive’s duties as an employee of the Company for a total of three months during any six-month period as a result of incapacity due to mental or physical illness as determined by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative, with such agreement as to acceptability not to be unreasonably withheld or delayed.

(g)  Exchange Act.  “Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended.

(h)  Good Reason.

(i)        “Good Reason” shall mean:

(1)   a requirement by the Company that the Executive relocate his place of residence to a location that is more than 100 miles from either his current place of residence or the Company’s current principal executive offices;

(2)   a material diminution in the nature or scope of the Executive’s responsibilities, duties or authority; or

(3)  a material diminution in the Executive’s compensation.

(ii)       Notwithstanding the foregoing, a Termination of Employment shall not be treated as a Termination of Employment for Good Reason unless the Executive shall have delivered to the Company a notice of termination stating that the Executive intends to terminate employment for Good Reason within ninety (90) days, and such Termination of Employment must occur within one year, of the Executive’s having actual knowledge of the initial occurrence of one or more of such events, provided, in each such event, the Company fails to cure within thirty (30) days of receipt of such notice of termination.

(i)    Parent.  “Parent” shall mean UCI Holdco, Inc.

(j)    Person.  “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(k)   Principal Stockholder.  “Principal Stockholder(s)” shall mean Carlyle Partners III, L.P., a Delaware limited partnership, or any of its Affiliates to which (a) the Carlyle Partners III, L.P. or any other Person transfers shares of common stock of Parent, or (b) Parent issues shares of common stock of Parent.

(l)    Securities Act.  “Securities Act” shall mean the Securities Act of 1933, as amended.

(m)  Termination of Employment.  “Termination of Employment” shall mean the time when the engagement of the Executive as an employee of the Company terminates, but excluding terminations where there is simultaneous commencement by the Executive of a relationship with the Company or any of its Affiliates as an employee.  In no event shall a “Termination of Employment” occur under this Agreement until the Executive incurs a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

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(n)   Termination Date.  “Termination Date” shall mean the effective date of the Executive’s Termination of Employment.

2.      Term of Agreement.  This Agreement shall terminate upon the date that all obligations of the parties under this Agreement have been satisfied.

3.      Severance.

(a)   General.  If the Executive experiences a Termination of Employment as a result of the Company terminating the Executive without Cause or the Executive terminating his employment for Good Reason, then, subject to the Executive signing and not revoking the Release as set forth below and subject to the continued compliance of the Executive with Sections 4 and 5 of this Agreement, the Executive shall be entitled to (i) severance equal to twelve (12) months of Executive’s annual base salary as in effect on the Termination Date, and (ii) reimbursement for, or direct payment to the carrier for, the premium costs under COBRA for the Executive and, where applicable, his spouse and dependents, until the earlier of (x) twelve (12) months following the Termination Date, and (y) the date Executive is employed by another employer, under the same or  comparable Company group medical and dental plans to the group medical and dental plans that Executive was participating in as of the Termination Date; provided that if a same or comparable Company group plan is, at any time during such twelve month period, not available generally to senior officers of the Company, the Executive shall receive reimbursement for, or direct payment to the carrier for, the premium costs under COBRA under a group plan that is available to such senior officers of the Company (together, the “Severance”).  For the avoidance of doubt, the Executive shall not be entitled to Severance in the event the Executive experiences a Termination of Employment for Cause, due to death, Disability, or the Executive’s resignation for any reason other than Good Reason.

(b)   On or Following a Change in Control.  If the Executive experiences a Termination of Employment as a result of the Company terminating the Executive without Cause or the Executive terminating his employment for Good Reason on or following the date of a Change in Control, then the twelve (12) month periods in Section 3(a) and Section 4 shall be twenty-four (24) months.

(c)   Release; Payment Timing; Separate Payments. Notwithstanding any provision to the contrary in this Agreement, no Severance payments shall be made unless (i) on or following the Termination Date and on or prior to the 50th day following the Termination Date the Executive executes a waiver and release of claims agreement in the form attached hereto as Exhibit A (the “Release”), which Release may be amended by the Company to reflect changes in applicable laws and regulations, and (ii) such Release shall not have been revoked by the Executive on or prior to the 8th day following the date of the Release.  The Severance payments shall be payable in the form of salary continuation and shall be paid at the same time and in the same manner as the Executive’s annual base salary would have been paid if Executive had remained in active employment with the Company through the end of the applicable Severance period in accordance with the Company’s normal payroll practices as in effect on the Termination Date, except that any payments that would otherwise have been made before the first normal payroll payment date falling on or after the sixtieth (60th) day after the date of termination of Executive’s employment (the “First Payment Date”) shall be made on the First Payment Date.  Each separate Severance installment payment shall be a separate payment under this Agreement for all purposes.

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4.      Non-Competition; Non-Solicitation; Non-Disparagement.

(a)   The Executive shall not, at any time while employed by the Company and for twelve (12) months after the Termination Date with respect to the Executive’s Termination of Employment for any reason, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with the Company anywhere in the world;provided, however, that the Executive shall be permitted to acquire and/or hold a passive stock interest in such a business if the stock interest acquired and/or held is publicly traded and constitutes not more than two percent (2%) of the outstanding voting securities of such business.

(b)  The Executive shall not, at any time while employed by the Company and for twelve (12) months after the Termination Date with respect to the Executive’s Termination of Employment for any reason, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company.

(c)   In the event the terms of this Section 4 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(d)   As used in this Section 4, (i) the term “Company” shall include the Company and its direct or indirect parents and subsidiaries.

(e)   The Executive agrees, while employed by the Company and following the Termination Date, to refrain from disparaging the Company and its Affiliates, including any of its services, technologies or practices, or any of its directors, officers, agents, representatives or stockholders, either orally or in writing.

5.      Nondisclosure of Proprietary Information.

(a)   Except in connection with the faithful performance of the Executive’s duties as an employee of the Company or pursuant to Section 5(c) and (e), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his or her benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets.  The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b)  Upon a Termination of Employment for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes.

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(c)   The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel at Company’s expense in resisting or otherwise responding to such process.

(d) As used in this Section 5 and Section 6, the term “Company” shall include the Company and its direct or indirect parents and subsidiaries.

(e) Nothing in this Agreement shall prohibit the Executive from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 5(c) above), (ii) disclosing information and documents to his attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing the Executive’s post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, his personal correspondence, his personal rolodex and documents related to his own personal benefits, entitlements and obligations.

6. Inventions. All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that the Executive may discover, invent or originate during the time the Executive is employed by the Company, either alone or with others and whether or not during working hours or by the use of the facilities of the Company (“Inventions”), shall be the exclusive property of the Company. The Executive shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. The Executive hereby appoints the Company as his attorney-in-fact to execute on his behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.

7. Injunctive Relief. It is recognized and acknowledged by the Executive that a breach of the covenants contained in Sections 4, 5 and 6 will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 4, 5 and 6, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief without having to prove damages.

8. Assignment and Successors.

(a) Company’s Successors. The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates. This Agreement shall be binding upon and inure to the benefit of the Company and its respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

(b) Executive’s Successors. Without the written consent of the Company, Executive shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Executive hereunder shall be binding upon and inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

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9.      Notices.

(a)   General.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid.  In the case of the Executive, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing.  In the case of the Company, mailed notices shall be addressed to the Company’s Chief Executive Officer at its headquarters.

(b)   Notice of Termination.  Any termination by the Company for Cause shall be communicated by a notice of termination to the Executive given in accordance with this Section 9.  Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the Termination Date (which shall be not more than 30 days after the giving of such notice).

10.    Reimbursements and In-kind Benefits.  Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax year of the Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of the Executive, except for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit.  Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be made to the Executive as soon as administratively practicable following such submission, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred.  In no event shall the Executive be entitled to any reimbursement payments after the last day of Executive’s taxable year following the taxable year in which the expense was incurred.  This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive.

11.    Miscellaneous Provisions.

(a)   Survival.  Provisions of this Agreement which by their terms must survive the termination of this Agreement in order to effectuate the intent of the parties (including, without limitation Sections 3 to 6) will survive any such termination for such periods as may be appropriate under the circumstances.

(b)   No Duty to Mitigate; Effect on Other Arrangements.  The Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement; however, the Severance received by the Executive pursuant to this Agreement shall supersede and replace any cash severance payments and Company-paid healthcare continuation that the Executive may be entitled to receive under the terms of any other employment or severance agreements or arrangements with the Company.  Except as otherwise provided in this Agreement, this Agreement shall not affect the rights of the Executive under or the entitlement of the Executive to participate in any employee benefit plans or programs of the Company that are applicable to the Executive, in accordance with the terms and conditions or such plans or programs.

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(c)   Entire Agreement.  The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to any severance payments payable to the Executive in connection with his Termination of Employment and shall supersede all prior understandings and agreements, whether written or oral, including the severance provided under the letter agreement dated September 1, 2007.  The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

(d)   Waiver.  No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive).  No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(e)   Choice of Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of Indiana.

(f)   Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in Evansville, Indiana in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 4, 5 and 6 of the Agreement and the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond.  Only individuals who are (i) lawyers engaged fulltime in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator.  Within 20 days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law.  It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration.  The arbitrator shall require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be borne equally by the parties thereto.  In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 10(f), the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the prevailing parties to the extent determined to be appropriate by the arbitrator, acting in its sole discretion.

(g)   Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(h)  Employment Taxes.  All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.

(i)    Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

COMPANY:	United Components, Inc.
	By:	/s/ Bruce Zorich
	Title:	CEO
EXECUTIVE:	/s/ Mike Malady
	Signature
	Mike Malady
	Printed Name

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EXHIBIT A

General Release and Waiver

For and in consideration of the payments and other benefits due to Mike Malady (the “Executive”) pursuant to the Severance Agreement, dated as of [               ] __, 2008 (the “SeveranceAgreement”), by and between United Components, Inc. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to sue the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release.  Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973 , as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.

The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act.  The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Severance Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans.  Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily.

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Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under Sections 3(a) or (b) of the Severance Agreement or under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification, contribution or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law.

This Release is subject to Sections 11(e) and (f) of the Severance Agreement.  This Release is final and binding and may not be changed or modified except in a writing signed by both parties.

Date	MIKE MALADY
Date	UNITED COMPONENTS, INC.

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EX-10.21

Exhibit 10.21

UCI HOLDCO, INC.

RESTRICTED STOCK AGREEMENT

GRANT NOTICE

Unless otherwise defined herein, the terms defined in the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc., as amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”).

On April 21, 2007, you were granted an option to purchase 3,500 shares of Common Stock, pursuant to a Non-Qualified Stock Option Agreement (the “Option Agreement”), at an exercise price of $105.00 per share, subject to the terms of the Option Agreement (the “Option”).

As described in this Agreement you are being offered the opportunity to exchange the Option for a grant of Restricted Stock, as described herein, subject to the terms and conditions of the Plan and this Agreement.

The number of shares of Restricted Stock and the vesting provisions applicable thereto that you are being offered in exchange for the Option are as follows:

Participant:	Mike Malady
Grant Date:	December 23, 2008
Total Number of Shares of Restricted Stock:	8,260
Type of Restricted Stock	Common Stock
Vesting Schedule:	The shares of Restricted Stock will vest only upon a Change of Control (as defined in Appendix A) of the Company

Your signature below indicates your agreement and understanding that (i) the Restricted Stock is being offered to you in exchange for the Option and that by accepting this grant of Restricted Stock, you hereby surrender the Option and forgo all rights you have with respect thereto and (ii) the Restricted Stock is subject to all of the terms and conditions contained in this Agreement, including the Grant Notice and Appendix A, the Stockholders Agreement and the Plan.  ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THE RESTRICTED STOCK.

UCI HOLDCO, INC.		PARTICIPANT:
By:	/s/ Bruce Zorich	By:	/s/ Mike Malady
Print Name:	Bruce Zorich	Print Name:	Mike Malady
Title:	CEO

APPENDIX A

TO THE RESTRICTED STOCK AGREEMENT

Pursuant to this Agreement, the Company has awarded to the Participant the number of shares of Restricted Stock under the Plan, as set forth in the Grant Notice, in exchange and as complete payment for the Option.

ARTICLE I.   GENERAL

1.1         Definitions.

(a)           “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.  For the purpose of the Plan and Agreement, Affiliates of Carlyle Partners III, L.P., a Delaware limited partnership, shall include all Persons directly or indirectly controlled by TC Group, LLC, a Delaware limited liability company.

(b)           “Board” shall mean the Board of Directors of the Company

(c)           “Change in Control” shall mean a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries, a Principal Stockholder, any Affiliate of a Principal Stockholder or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or a Principal Stockholder) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition.

(d)           “Committee” shall mean the Committee appointed pursuant to Section 7.1 of the Plan.

(e)           “Company” shall mean UCI Holdco, Inc.

(f)            “Grant Date” shall mean the date specified in the Grant Notice.

(g)           “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(h)           “Plan” shall mean the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc.

(i)            “Principal Stockholder(s)” shall mean Carlyle Partners III, L.P., a Delaware limited partnership, or any of its Affiliates to which (a) the Carlyle Partners III, L.P. or any other Person transfers Common Stock, or (b) the Company issues Common Stock.

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(j)            “Stockholders Agreement” shall mean that certain agreement by and between the Participant and the Company which contains certain restrictions and limitations applicable to the shares of Restricted Stock (and to other shares of Common Stock, if any, held by the Participant during the term of such agreement).  The Board, in its discretion, shall determine the terms of the Stockholders Agreement and may amend the terms thereof from time to time.  If the Participant is not party to the Stockholders Agreement as of the Grant Date, the grant of Restricted Stock shall be subject to the condition that the Participant enter into a Stockholders Agreement with the Company.

1.2         Incorporation of Terms.  The Restricted Stock is subject to the terms and conditions of the Plan and the Stockholders Agreement, which are each incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.  All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Plan and the Grant Notice.

ARTICLE II.   AWARD OF RESTRICTED STOCK

2.1         Award of Restricted Stock; Surrender of Option.

(a)           Award.  As of the Grant Date, the Company issues to the Participant the number of shares of Restricted Stock set forth in the Grant Notice (the “Award”), in consideration of the Participant’s agreement to remain in the service or employ of the Company or one of its Subsidiaries, the surrender of the Option as described herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.  Such shares of Restricted Stock and any Dividends (as defined below) whether vested or unvested shall sometimes be referred to herein as “Shares.”  

(b)           Surrender of Option.   As of the Grant Date, in consideration of the grant of Restricted Stock pursuant to and subject to the terms of this Agreement, the Participant surrenders the Option.

(c)           Book Entry Form; Certificates.  At the sole discretion of the Committee, the Shares will be issued in either (i) uncertificated form, with the Shares recorded in the name of the Participant in the books and records of the Company’s transfer agent with appropriate notations regarding the Restrictions; or (ii) certificate form pursuant to the terms of Section 2.1(c).  For purposes of this Agreement, “Restrictions” shall include the forfeiture provision in Section 2.4.

(d)           Legend.  Shares issued pursuant to this Agreement shall bear such legend or legends as shall be determined by the Committee.

(e)           Escrow.  The Secretary of the Company or such other escrow holder as the Committee may appoint may retain physical custody of the certificates representing the Shares until all of the Restrictions lapse or shall have been removed.

2.2         Vesting of Restricted Stock.  Except as provided in Sections 2.3 and 2.4 below, none of the Shares of Restricted Stock shall become vested until immediately prior to the effective date of a Change of Control and all such Shares shall become vested at such time.

2.3         Discretionary Vesting.  The Committee in its sole discretion may accelerate the vesting of any portion of the Restricted Stock.

2.4         Forfeiture of Unvested Shares.  Notwithstanding anything to the contrary set forth herein, none of the Shares shall become vested if a Termination of Employment with respect to the Participant occurs prior to the effective date of a Change of Control and all Shares shall be immediately forfeited upon such a Termination of Employment.

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2.5         Restrictions.

(a)           Tax Withholding; Conditions to Issuance of Certificates.   Notwithstanding any other provision of this Agreement:

(i)           The Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Stock, regardless of any action the Company or any of its Subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding or vesting of the Restricted Stock or the subsequent sale of shares.  The Company and its Subsidiaries do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax liability.

(ii)          Prior to any tax withholding becoming due, the Participant must make arrangements satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings when due.  The Company (or the employing Subsidiary) may withhold a portion of the shares of Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum federal, state and local income, employment and any other applicable taxes required to withheld by the Company or the employing Subsidiary with respect to the shares.  Notwithstanding any contrary provision of this Agreement, no vested Shares will be issued unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding obligations that cannot be satisfied by the withholding of otherwise deliverable Shares.

(iii)         The Company shall not be required to issue or deliver any certificate or certificates for any Shares prior to the fulfillment of all of the following conditions:  (A) the admission of the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, (C) the obtaining of any approval or other clearance from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (D) the lapse of any such reasonable period of time following the date the Restrictions lapse or are removed as the Committee may from time to time establish for reasons of administrative convenience.

(b)           Rights as Stockholder.  Except as otherwise provided herein, upon the Grant Date the Participant shall have all the rights of a stockholder with respect to the Shares, subject to the Restrictions herein, including the right to receive all dividends or other distributions paid with respect to such Shares; provided, that, dividends and distributions (the “Dividends”) shall be subject to transfer restrictions, with respect to Dividends paid in Shares, and a risk of forfeiture to the same extent as the Shares with respect to which such Dividends have been distributed and the Committee may impose additional resale or other conditions on the Shares as it may determined in its sole discretion.  Accordingly, the Participant shall only be entitled to receive such Dividends when the Shares (with respect to which such Dividends have been distributed) vest pursuant to Article II.  Such ownership of Shares and Dividends shall be evidenced by book entries on the records of the Company and such Dividends shall be considered Restricted Stock herein.  Promptly following the vesting of Shares and the lapse of the transfer restrictions pursuant to this Agreement, Shares and cash and/or stock, as applicable evidencing such Dividends shall be transferred to the Participant (or his/her permitted transferees) by the Company with such legends as shall be determined by the Company.

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ARTICLE III.   OTHER PROVISIONS

3.1         Not a Contract of Employment.  Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other Service Provider of the Company or any of its Subsidiaries.

3.2         Governing Law.   The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.3         Conformity to Securities Laws.  The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards are granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.4         Amendment, Suspension and Termination.  To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely effect the Award in any material way without the prior written consent of the Participant.

3.5         Notices.  Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the Participant to his address shown in the Company records, and to the Company at its principal executive office.

3.6         Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon the Participant and his heirs, executors, administrators, successors and assigns.

3.7         Lockup Provision. The Participant shall agree, if requested by the Company and any underwriter engaged by the Company, not to sell or otherwise transfer or dispose of any securities of the Company (including, without limitation pursuant to Rule 144 under the Securities Act (or any successor or similar exemptive rule hereafter in effect)) held by them for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering.

3.8         Participant Representation.  The Participant has no plan or intention to acquire any securities of the Company in addition to those Shares received hereunder, provided that acquisitions of the Company’s securities in any transactions on or after the Grant Date that are approved by the Company shall not be a breach of this representation.

*  *  *  *  *

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EX-10.22

Exhibit 10.22

RESIGNATION, WAIVER, CONSENT, APPOINTMENT

AND AMENDMENT AGREEMENT

This Resignation, Waiver, Consent, Appointment and Amendment Agreement (this “Agreement”) is entered into as of December 22, 2009, by and among Lehman Commercial Paper Inc. (“Lehman”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (defined below) acting through one or more of its branches as the Administrative Agent and Swing Line Lender, (in such capacities, the “Existing Agent”) under the Credit Agreement (as defined below), Bank of America, N.A., the Lenders party hereto, United Components, Inc. (the “Borrower”) and each of the Guarantors signatory hereto.  Defined terms in the Credit Agreement have the same meanings where used herein, unless otherwise defined.

RECITALS

WHEREAS, the Borrower, certain financial institutions and other entities party thereto from time to time as lenders (the “Lenders”), the Existing Agent, Lehman Brothers Inc. and J.P. Morgan Securities Inc., as joint advisors, joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, and ABN Amro Bank N.V., Bank of America, N.A., and General Electric Capital Corporation, as co-documentation agents, have entered into that certain Amended and Restated Credit Agreement dated as of May 25, 2006 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”);

WHEREAS, On October 5, 2008, the Existing Agent commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and on such date, pursuant to section 362(a) of the Bankruptcy Code, an automatic stay went into effect that prohibits actions to interfere with, or obtain possession or control of, the Existing Agent’s property or to collect or recover from the Existing Agent any debts or claims that arose before such date;

WHEREAS, the Existing Agent desires to resign as Administrative Agent under the Credit Agreement and the other Loan Documents; and

WHEREAS, the Borrower and the Required Lenders desire to ratify the appointment of Bank of America, N.A. as successor Administrative Agent (in such capacity, the “Successor Agent”) under the Credit Agreement and the other Loan Documents and the Successor Agent wishes to accept such appointment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

1.  Agency Resignation, Waiver, Consent and Appointment.

(a)  As of the Effective Date (as defined below), (i) the Existing Agent hereby resigns as the Administrative Agent as provided under Section 9.9 (Successor Administrative Agent) of the Credit Agreement and shall have no further obligations under the Loan Documents in such capacities; (ii) the Required Lenders hereby appoint Bank of America, N.A. as successor Administrative Agent under the Credit Agreement and the other Loan Documents; (iii) the Borrower and Required Lenders hereby waive any notice requirement provided for under the Loan Documents in respect of such resignation or appointment; (iv) the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (v) Bank of America, N.A. hereby accepts its appointment as Successor Agent; (vi) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while it served as Administrative Agent and Swing Line Lender under the Credit Agreement and the other Loan Documents and (vii) each of the Existing Agent and each Loan Party authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code Financing Statements, mortgages, and other filings in respect of the Collateral as the Successor Agent deems necessary or desirable to evidence the Successor Agent's succession as Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably necessary to evidence such succession; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this clause (vii).  For the avoidance of doubt, under no circumstances does the Successor Agent assume, nor shall the Successor Agent be deemed to assume or be responsible for (i) any obligations of the Administrative Agent under or pursuant to any Loan Document arising prior to the Effective Date or (ii) any claim of any nature arising at any time or from time to time against Lehman as Administrative Agent or Swing Line Lender or in any other capacity under or with respect to any Loan Documents or this Agreement or the transactions contemplated thereby or hereby.

(b)  The parties hereto hereby confirm that the Successor Agent succeeds to the Credit Agreement and becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent under each of the Loan Documents, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under the Credit Agreement or the other Loan Documents, in each case, as of the Effective Date.

(c)  The parties hereto hereby confirm that, as of the Effective Date, all of the provisions of the Credit Agreement, including, without limitation, Section 9 (The Agents), and Section 10.5 (Payment of Expenses) to the extent they pertain to the Existing Agent, continue in effect for the benefit of the Existing Agent, its sub-agents and their respective affiliates in respect of any actions taken or omitted to be taken by any of them while the Existing Agent was acting as Administrative Agent and inure to the benefit of the Existing Agent.

(d)  The Existing Agent hereby assigns to the Successor Agent each of the Liens and security interests assigned to the Existing Agent under the Loan Documents and the Successor Agent hereby assumes all such Liens, for its benefit and for the benefit of the Secured Parties.

(e)  On and after the Effective Date, all possessory collateral held by the Existing Agent for the benefit of the Lenders shall be deemed to be held by the Existing Agent as agent and bailee for the Successor Agent for the benefit of the Lenders until such time as such possessory collateral has been delivered to the Successor Agent.  Notwithstanding anything herein to the contrary, each Loan Party agrees that all of such Liens granted by any Loan Party and existing on the Effective Date, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Loan Party.  Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the liens and security interests in the Collateral assigned hereby and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent's role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral, whether such direction comes from the Successor Agent, the Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section9 (The Agents) while serving in such capacity).  The Successor Agent agrees to take possession of any possessory collateral delivered to the Successor Agent following the Effective Date upon tender thereof by the Existing Agent.

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2.  Amendment. The Credit Agreement is, effective as of the Effective Date, hereby amended as follows:

(a)  Section 1.01 of the Credit Agreement is hereby amended as follows:

(i)  The definition of “Administrative Agent” is hereby deleted in its entirety and replaced with the following:

“Administrative Agent” means Bank of America, N.A., in its capacity as administrative agent for the Lenders under the Loan Documents, and its successors and assigns.

(ii)  The definition of “Base Rate” is hereby deleted in its entirety and replaced with the following:

“Base Rate”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

(iii)  The definition of “Eurodollar Base Rate” is hereby deleted in its entirety and replaced with the following:

“Eurodollar Base Rate”:  the rate per annum equal to the British Bankers Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then the "Eurodollar Base Rate" for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America's London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period

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(iv)  The definition of “Lehman Entity” in Section 1.01 (Defined Terms) is hereby deleted in its entirety.

(v)  The following definitions are hereby added to Section 1.01 in appropriate alphabetical order:

“Agent Parties” shall have the meaning set forth in Section 10.21.

“Bank of America”:  Bank of America, N.A. and its successors.

“Borrower Materials” shall have the meaning set forth in Section 10.21.

“Platform” shall have the meaning set forth in Section 10.21.

“Prime Rate” means the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.

(b)  Section 9.9 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

9.9  Successor Administrative Agent.  The Administrative Agent may at any time give written notice of its resignation to the Lenders and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default under Section 8(a) or 8(f) with respect to the Borrower shall have occurred and be continuing), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above with the consent of such successor and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default under Section 8(a) or 8(f) with respect to the Borrower shall have occurred and be continuing).  If the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment by the date that is 60 days after such notice of resignation, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent, if requested by the Lenders and the Borrower, shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed), (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section and (c) the retiring Administrative Agent shall reimburse the Borrower, as of the effective date of resignation, a pro rata portion of the annual agency fee previously paid by the Borrower to the Administrative Agent for the period during which the resignation becomes effective.  Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  After the retiring Administrative Agent's resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of each such Person and of such Person’s Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

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(c)  Section 10.2 of the Credit Agreement is hereby amended by deleting the address set forth next to the heading “The Administrative Agent:” and replacing it with the following:

For payments and Requests for Credit Extensions:

Bank of America, N.A.

Mail Code: NC1-001-04-39

One Independence Center

101 North Tryon Street

Charlotte, North Carolina 28255-0001

Attention:  Nilesh Patel (Electronic Mail: npatel@bankofamerica.com; Telecopy No.

(704) 719-8870)

For other notices:

Bank of America, N.A.

1455 Market Street, 5th Floor

Mail Code: CA5-701-05-19

San Francisco, California 94103

Attention: Liliana Claar (Electronic Mail: liliana.claar@bankofamerica.com; Telecopy No.

(415) 503-5003)

(d)  The first sentence of Section 10.6(e) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Upon its receipt of an Assignment and Acceptance executed by an Assignor and an Assignee (and, in any case where the consent of any other Person is required by Section 10.6(c), by each such other Person) together with payment to the Administrative Agent of a registration and processing fee of $3,500 (treating multiple, simultaneous assignments by or to two or more Related Funds as a single assignment); provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment (it being agreed that the Administrative Agent will waive such processing and recordation fee in the case of any assignment by a Lender to an Affiliate or Related Fund of such Lender).

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(e)  The following new Sections are hereby added to the end of Section 10 of the Credit Agreement:

10.20  No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent are arm's-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, on the other hand, (ii)each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; b) (i) the Administrative Agent is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (ii) the Administrative Agent has no obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any of its Affiliates has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates.  To the fullest extent permitted by law, each ofthe Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.21  The Platform.  The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Intralinks or other similar electronic system (the “Platform”) and (b) certain of the Lenders (each a "Public Lender") may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons' securities.  The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated as "Public Side Information;" and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform that is not marked as "Public Side Information."  Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials "PUBLIC."

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THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Affiliates or the partners, directors, officers, employees, agents, trustees and advisors of the Administrative Agent or of its Affiliates (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower's or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

10.22  Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(f)  Replacement Credit Agreement Schedules. Schedule 1.1, Schedule 4.6 and Schedule 4.18 of the Existing Credit Agreement are hereby amended in their entireties to read as set forth on Schedule 1.1, Schedule 4.6 and Schedule 4.19(b) attached as Exhibit A hereto, and the information contained therein is true, complete and accurate as of the date hereof.

(g)  Replacement Guarantee and Collateral Agreement Schedules. Schedules 1 through 6 of the Guarantee and Collateral Agreement are hereby amended in their entireties to read as set forth on Schedules 1 through 6 attached as Exhibit B hereto, and the information contained therein is true, complete and accurate as of the date hereof.

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3.  Acknowledgment of Termination of Revolving Credit Facility.  The parties hereto acknowledge and agree that the Revolving Credit Termination Date has passed, the Revolving Credit Commitment has terminated, all Revolving Credit Loans have been repaid, all Letters of Credit issued pursuant to the Credit Agreement have been terminated and the Swing Line Commitment has terminated.  As a result of the foregoing, Lehman is no longer acting as the Swing Line Lender and Bank of America, N.A. does not assume pursuant to this Agreement the capacity of Swing Line Lender.  Neither Lehman nor Bank of America, N.A. is an Issuing Lender.

4.  Representations and Warranties.

(a)  Lehman hereby represents and warrants that it is legally authorized to enter into and has duly executed and delivered this Agreement.

(b)  Successor Agent hereby represents and warrants that it is legally authorized to enter into and has duly executed and delivered this Agreement.

(c)  The Borrower hereby represents and warrants that (i) it is legally authorized to enter into and has duly executed and delivered this Agreement, (ii) no Default or Event of Default has occurred and is continuing, including, specifically, Section 6.5 (Maintenance of Property; Insurance), Section 6.10 (Additional Collateral, etc.), Section 6.11 (Further Assurances), and Section 6.12 (Collateral Covenants), or will exist immediately after giving effect to this Agreement, (iii) the representations and warranties set forth in Article 4 (Representations and Warranties) of the Credit Agreement and in the Guarantee and Collateral Agreement and other Loan Documents, including, specifically, Section 4.8 (Ownership of Property; Liens), Section 4.9 (Intellectual Property), 4.15 (Subsidiaries), Section 4.19 (Security Documents), and Section 4.21 (Senior Indebtedness) are true and correct on and as of the Effective Date with the same effect as though made on and as of the Closing Date (as defined in the Credit Agreement), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; (iv) Schedule 2 contains a complete list of all possessory Collateral and security filings related to the Collateral delivered to the Existing Agent and held by the Existing Agent as of the Effective Date; (v) the actions described in Schedule 3 hereto have been performed on or prior to the date hereof, and (vi) all security interests created in favor of the Existing Agent for the benefit of the secured parties under the Loan Documents are valid security interests in the Collateral, as security for the Obligations.

5.  Conditions Precedent to Effectiveness.  The obligations of the parties hereto set forth in Section 1 hereof shall become effective immediately upon the date (the “Effective Date”) when each of the following conditions shall first have been satisfied:

(a)  The Borrower, each other Loan Party, the Existing Agent, the Successor Agent and the Required Lenders shall have executed and delivered this Agreement;

(b)  The Existing Agent shall have received from the Borrower payment, free and clear of any recoupment or set-off, in immediately available funds of all amounts payable to it as the Existing Agent and as a Lender pursuant to the Loan Documents (including fees and expenses of counsel invoiced to the Borrower).

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(c)  The Borrower shall have paid to Bank of America, N.A. all amounts due and payable under the letter agreement dated as of October 15, 2009 between the Borrower and Bank of America, N.A.;

(d)  The Loan Parties shall have executed and delivered, or caused to be executed and delivered, such instruments, certificates or documents, and shall have taken all such actions, as Bank of America shall have reasonably requested for the purpose of transferring from Lehman to Bank of America the rights of the Administrative Agent and the secured parties with respect to the Collateral under the Loan Documents;

(e)  The Successor Agent shall have received, and shall have confirmed in writing to Lehman that it has received, the items set forth on Schedule 2 hereto; and

(f)  The Successor Agent shall have confirmed in writing to Lehman that the Existing Agent has completed each of the tasks listed on Schedule 4 hereto.

6.  Release.  Each of the Loan Parties, Lehman and the Lenders hereby unconditionally and irrevocably waive all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, fixed or contingent, which any of them may have or claim to have against Bank of America (in its capacity as Successor Agent, a Lender, hedging counterparty, or any other capacity under the Loan Documents) or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors and assigns (collectively, the “BofA Released Parties”) to the extent arising (i) at any time prior to the Effective Date out of or in connection with the Loan Documents or (ii) out of any actions or inaction (x) by Lehman prior to the Effective Date (including resulting in any defect, insufficiency or failure to perfect in Collateral) or (y) by Bank of America at any time in reliance on information furnished to it on or prior to the Effective Date with respect to the Register, the Collateral or any other matter under the Loan Documents (collectively, the “BofA Claims”).  Each of the Loan Parties, Lehman and the Lenders further agree forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any BofA Released Parties with respect to such BofA Claims.  Each of the BofA Released Parties shall be a third party beneficiary of this Agreement.  The foregoing waiver does not alter any contractual obligation under the Loan Documents of the BofA Released Parties existing immediately prior to the existence of this Agreement.

7.  Further Assurances.

(a)  Without limiting their obligations in any way under any of the Loan Documents, the Borrower reaffirms and acknowledges its obligations to the Successor Agent with respect to the Credit Agreement and the other Loan Documents and that the delivery of any agreements, instruments or any other document and any other actions taken or to be taken shall be to the satisfaction of Successor Agent.

(b)  Each of the Borrower and the Existing Agent agrees that, following the Effective Date, it shall furnish, at the Borrower’s expense, additional releases, amendment or termination statements and such other documents, instruments and agreements as are customary and may be reasonably requested by the Successor Agent in order to effect and evidence more fully the matters covered hereby.

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(c)  The Borrower shall reimburse the Existing Agent for all reasonable out-of-pocket costs and expenses incurred by the Existing Agent in connection with any actions taken pursuant to this Agreement.

8.  Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Existing Agent, the Lenders, the Secured Parties and the Borrower.

9.  Limitation. Each party hereto hereby agrees that this Agreement (i) does not impose on the Existing Agent affirmative obligations or indemnities not existing, as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to administrative expense claims, and (ii) is not  inconsistent with the terms of the Credit Agreement.

10.  Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall be one and the same instrument.

11.  Headings.  The paragraph headings used in this Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof.

12.  Interpretation.  This Agreement is a Loan Document for the purposes of the Credit Agreement.

13.  Confidentiality.  Schedule 1 and Schedule 2 to this Agreement are exclusively for the information of the parties hereto and the information therein may not be disclosed to any third party or circulated or referred to publicly without our prior written consent of Lehman.

14.  Confirmation of Guaranties.  By signing this Agreement, each Loan Party hereby confirms that (i) the obligations of the Loan Parties under the Credit Agreement as modified hereby and the other Loan Documents (x) are entitled to the benefits of the guarantees set forth in the Guarantee and Collateral Agreement and (y) constitute Obligations, and (ii) notwithstanding the effectiveness of the terms hereof, the Guarantee and Collateral Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

15.  APPLICABLE LAW.THIS AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

UNITED COMPONENTS, INC.,
as Borrower
By:	/s/ David Forbes
Name:	David Forbes
Title:	Vice President
UCI ACQUISITION HOLDINGS, INC.
By:	/s/ David Forbes
Name:	David Forbes
Title:	Vice President
CHAMPION LABORATORIES, INC.
By:	/s/ David Forbes
Name:	David Forbes
Title:	Assistant Treasurer
UCI PENNSYLVANIA, INC. (f/k/a Neapco Inc.)
By:	/s/ David Forbes
Name:	David Forbes
Title:	Treasurer
WELLS MANUFACTURING, L.P.
By:	/s/ David Forbes
Name:	David Forbes
Title:	Assistant Treasurer

AIRTEX PRODUCTS, LP
By:	/s/ David Forbes
Name:	David Forbes
Title:	Treasurer
AIRTEX INDUSTRIES, LLC
By:	/s/ David Forbes
Name:	David Forbes
Title:	Assistant Treasurer
FUEL FILTER TECHNOLOGIES, INC.
By:	/s/ David Forbes
Name:	David Forbes
Title:	Treasurer
UCI-AIRTEX HOLDINGS, INC.
By:	/s/ David Forbes
Name:	David Forbes
Title:	Assistant Treasurer
UCI INVESTMENTS, L.L.C.
By:	/s/ David Forbes
Name:	David Forbes
Title:	Assistant Treasurer
UCI-WELLS HOLDINGS, L.L.C.
By:	/s/ David Forbes
Name:	David Forbes
Title:	Assistant Treasurer

WELLS MEXICO HOLDINGS CORP.
By:	/s/ David Forbes
Name:	David Forbes
Title:	Assistant Treasurer
ASC HOLDCO, INC.
By:	/s/ David Forbes
Name:	David Forbes
Title:	Assistant Treasurer
ASC INDUSTRIES, INC.
By:	/s/ David Forbes
Name:	David Forbes
Title:	Assistant Treasurer
ASC INTERNATIONAL INCORPORATED
By:	/s/ David Forbes
Name:	David Forbes
Title:	Assistant Treasurer

LEHMAN COMMERCIAL PAPER, INC.,
as Existing Agent
By:	/s/ Francis J. Chang
	Name:	Francis J. Chang
	Title:	Authorized Signatory
LEHMAN COMMERCIAL PAPER, INC.,
as a Lender
By:	/s/ Francis J. Chang
	Name:	Francis J. Chang
	Title:	Authorized Signatory

BANK OF AMERICA, N.A.,
as Successor Agent
By:	/s/ Liliana Claar
	Name:	Liliana Claar
	Title:	Vice President

EX-21.1

Exhibit 21.1

List of Subsidiaries

Name	State or Country of  Organization
Airtex Industries, LLC	Delaware
Airtex Products, LP	Delaware
Airtex Products S.A.	Spain
Airtex Tianjin Auto Parts Inc.	People’s Republic of China
Airtex Tianjin Auto Parts Holding Company Limited	Incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China
ASC (Beijing) Consulting Co., Ltd.	People’s Republic of China
ASC (Beijing) Consulting (Holdings) Company Limited	Incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China
ASC Holdco, Inc.	Delaware
ASC Industries, Inc.	Ohio
ASC International, Inc.	Indiana
ASC Liancheng (Holdings) Company Limited	Incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China
ASC (Tianjin) Auto Parts, Inc.	People’s Republic of China
ASC Tianjin (Holdings) Company Limited	Incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China
ASC (Tianjin) Water Pump Company Ltd.	People’s Republic of China
Brummer Mexicana en Puebla, S.A. de C.V.	Mexico
Champion Laboratories, Inc.	Delaware
Champion Laboratories (Europe) Ltd.	United Kingdom
Champion International Filter (Hong Kong) Holding Co., Limited	Incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China
Champion International Automotive Parts (Suzhou) Co., Ltd.	People’s Republic of China
Eurofilter (Air Filters) Limited	United Kingdom
Eurofilter ECS Limited	United Kingdom
Eurosofiltra SARL	France
Filtros Champion Laboratories, S. de  R.E. de C.V.	Mexico
Filtros Champion Sales de Mexico, S. de R.E. de C.V.	Mexico
Fuel Filter Technologies, Inc.	Michigan
UCI Pennsylvania, Inc.	Pennsylvania
Talleres Mecanicos Montserrat, S.A. de C.V.	Mexico
UCI-Airtex Holdings, Inc.	Delaware
UCI Auto Parts Trading (Shanghai) Co., Ltd.	People’s Republic of China
UCI (Hong Kong) Holding Company Limited	Incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China
UCI Investments, L.L.C.	Delaware
UCI - Wells Holdings, L.L.C.	Delaware
Wells Manufacturera de Mexico, S.A. de C.V.	Mexico
Wells Manufacturing, L.P.	Delaware
Yanzhou ASC Liancheng Industries  Co., Ltd.	People’s Republic of China

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Bruce M. Zorich, Chief Executive Officer of United Components, Inc. certify that:

1. I have reviewed this annual report on Form 10-K of United Components, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 19, 2010

By:	/s/ BRUCE M. ZORICH
	Name:  Bruce M. Zorich
	Title:   Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Mark P. Blaufuss, Chief Financial Officer of United Components, Inc. certify that:

1. I have reviewed this annual report on Form 10-K of United Components, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 19, 2010

By:	/s/ MARK P. BLAUFUSS
	Name: Mark P. Blaufuss
	Title:  Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT

The undersigned officers of United Components, Inc. hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to their knowledge,

1. the annual report on Form 10-K of United Components, Inc. for the period ended December 31, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of United Components, Inc.

Date: March 19, 2010

By:	/s/ Bruce M. Zorich
	Name:  Bruce M. Zorich
	Title:    Chief Executive Officer

Date: March 19, 2010

By:	/s/ Mark P. Blaufuss
	Name:  Mark P. Blaufuss
	Title:    Chief Financial Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.