United Components 8-K Other events

Exhibit 99.1

United Components, Inc. (“UCI”)

Condensed Balance Sheets
(in thousands)

	UCI		Predecessor
	Consolidated		Combined
	December 31,		December 31,
	2003		2002
Assets
Current assets
Cash and cash equivalents	$	46,130	$	28,354
Accounts receivable, net		230,345		211,551
Inventories		168,797		213,950
Deferred tax		17,756		1,052
Other current assets		10,877		10,208
Total current assets		473,905		465,115
Property, plant and equipment, net		219,973		152,529
Due from parent		—		37,379
Goodwill		163,823		14,913
Other intangible assets, net		77,124		600
Deferred financing costs		10,146		—
Deferred tax		13,609		—
Pension and other assets		11,359		13,934
Total assets	$	969,939	$	684,470
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	74,652	$	44,817
Notes payable		752		962
Current maturities of long-term debt		1,034		1,398
Accrued expenses and other current liabilities		66,729		44,382
Total current liabilities		143,167		91,559
Long-term debt, less current maturities		520,472		549
Pension and other post retirement liabilities		50,038		20,326
Deferred tax		—		3,761
Other liabilities		2,172		240
Shareholder’s equity		254,090		568,035
Total liabilities and shareholder’s equity	$	969,939	$	684,470

United Components, Inc.

Condensed Income Statements (Unaudited)
(in thousands)

	UCI			Predecessor
	Consolidated			Combined
	Three Months			Three Months
	ended			ended
	Dec. 31, 2003			Dec. 31, 2002
Net sales	$	228,734		$	221,027
Cost of sales		185,596			173,892
Gross profit		43,138			47,135
Operating expenses:
Selling and warehousing		14,747			14,324
General and administrative		9,873			7,846
Amortization of intangible assets		1,840			30
Operating income		16,678			24,935
Other income (expense):
Interest income		168			1,871
Interest expense		(12,217	)		(559	)
Management fee expense		(439	)		(26	)
Miscellaneous, net		(203	)		(489	)
Income before income taxes		3,987			25,732
Income tax expense		2,184			2,446
Net income	$	1,803		$	23,286

United Components, Inc.

Condensed Income Statements
(in thousands)

	Predecessor			UCI			UCI			Predecessor
	Combined			Consolidated			Total			Combined
	January 1, 2003			June 21, 2003			January 1, 2003			Twelve Months
	through			through			to			ended
	June 20, 2003			Dec. 31, 2003			Dec. 31, 2003			Dec. 31, 2002
Net sales	$	452,467		$	506,831		$	959,298		$	923,038
Cost of sales		378,211			433,345			811,556			715,705
Gross profit		74,256			73,486			147,742			207,333
Operating expenses:
Selling and warehousing		33,585			34,178			67,763			67,873
General and administrative		18,928			21,815			40,743			34,478
Amortization of intangible assets		60			3,176			3,236			720
Operating income		21,683			14,317			36,000			104,262
Other income (expense):
Interest income		1,712			254			1,966			5,173
Interest expense		(245	)		(26,602	)		(26,847	)		(927	)
Management fee expense		(18	)		(1,000	)		(1,018	)		(79	)
Miscellaneous, net		(408	)		(12	)		(420	)		(387	)
Income (loss) before income taxes		22,724			(13,043	)		9,681			108,042
Income tax expense (benefit)		942			(4,288	)		(3,346	)		4,434
Net income (loss)	$	21,782		$	(8,755	)	$	13,027		$	103,608

United Components, Inc.

Condensed Statements of Cash Flows
(in thousands)

	UCI			Predecessor			Predecessor
	Consolidated			Combined			Combined
	June 21, 2003			January 1, 2003			Twelve Months
	through			through			ended
	Dec. 31, 2003			June 20, 2003			Dec.31, 2002
Cash flows from operating activities:
Net income (loss)	$	(8,755	)	$	21,782		$	103,608
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation		21,148			12,928			27,798
Amortization of other intangibles		3,176			60			720
Amortization and write off of deferred financing fees and debt issuance costs		5,444			—			—
(Gain) loss on sale of assets, net		0			242			206
Changes in operating assets and liabilities
Accounts receivable		314			(18,146	)		(28,399	)
Inventories		55,461			18,806			(15,823	)
Other current assets		(8,497	)		(3,035	)		(870	)
Accounts payable		38,884			(9,425	)		1,067
Accrued expenses and other current liabilities		6,202			(2,438	)		6,332
Other assets		3,321			715			(1,657	)
Other liabilities		(3,205	)		2,404			688
Net cash provided by operating activities		113,493			23,893			93,670
Cash flows from investing activities:
Acquisition and related fees		(818,162	)		—			(65	)
Capital expenditures		(21,998	)		(21,388	)		(45,709	)
Proceeds from sale of assets		2,252			215			654
Net cash (used) in investing activities		(837,908	)		(21,173	)	��	(45,120	)
Cash flows from financing activities:
Issuance of debt		585,000			—			1,432
Financing fees and debt issuance costs		(21,582	)		—			—
Stockholder’s equity contribution		261,384			—			—
Dividends and transfers to UIS, Inc., net		—			(28,033	)		(42,444	)
Payments of debt, net		(58,756	)		(98	)		—
Net cash (used in) provided by financing activities		766,046			(28,131	)		(41,012	)
Effect of exchange rate changes on cash		47			1,509			1,118
Net increase (decrease) in cash and cash equivalents		41,678			(23,902	)		8,656
Cash and cash equivalents at beginning of period		4,452			28,354			19,698
Cash and cash equivalents at end of period	$	46,130		$	4,452		$	28,354

United Components, Inc.

Notes to Condensed Financial Statements (Unaudited)

United Components, Inc. is a wholly owned subsidiary of UCI Acquisition Holdings, Inc. UCI Acquisition Holdings, Inc. and United Components, Inc. are corporations formed at the direction of The Carlyle Group (“Carlyle”). Affiliates of Carlyle own 99.3% of UCI Acquisition Holdings, Inc.’s common stock, and the remainder is owned by certain members of senior management

On June 20, 2003, United Components, Inc. (“UCI”) purchased from UIS, Inc. and UIS Industries, Inc. (together “UIS”), the vehicle parts business of UIS.

For periods after June 20, 2003, the accompanying consolidated condensed financial statements include the accounts of UCI and its subsidiaries. For periods prior to June 21, 2003, the accompanying combined condensed financial statements include the accounts of the vehicle parts businesses of UIS, which are collectively referred to in these financial statements as the “Predecessor Company” or “Predecessor.”

Acquisition Purchase Price and Funding—The acquisition purchase price was $808 million. In addition UCI assumed $2 million of debt and capital lease obligations. Fees and expenses associated with the acquisition (excluding financing fees) were approximately $18 million and are accounted for as additional purchase price. Financing for the acquisition was comprised of a $260 million equity contribution by Carlyle, proceeds from $585 million of debt, and an $8 million accrued liability, which was paid in January 2004. In addition to funding the purchase price, proceeds from the borrowings were also used to pay for approximately $40 million of acquisition-related transaction and financing fees.

Preliminary Allocation of Acquisition Purchase Price—The acquisition is accounted for under the purchase method of accounting, and accordingly, the results of operations of the acquired companies are included in the results of UCI beginning on June 21, 2003. The information included herein has been prepared based on a preliminary allocation of the acquisition purchase price, which was based on preliminary estimates of the fair value of the assets acquired and liabilities assumed. The purchase price allocations are subject to change until all pertinent information regarding the acquisition and the assets and liabilities of the company are obtained and fully evaluated. Additional pertinent information that the company is in the process of obtaining includes, but is not limited to (i) the tax basis of certain assets and (ii) independent third-party appraisals of property, plant and equipment and intangible assets other than goodwill. Finalization of the allocation of the Acquisition purchase price could result in material changes to the balance sheet presented herein.

Change in Tax Filing Status—Prior to June 21, 2003 the subsidiaries comprising the Predecessor Company were treated as disregarded entities for U.S. tax purposes (Qualified Subchapter S subsidiaries, or Q subs). As Q subs of UIS, the subsidiaries were included in the U.S. Federal and certain state S corporation income tax returns of UIS. As such, the income taxes on the earnings of the Predecessor Company were paid by the sole shareholder of UIS pursuant to an election for Federal income tax purposes not to be taxed as a corporation. No tax sharing arrangement existed for the subsidiaries comprising the Company. Accordingly, no provision has been made in the accompanying combined condensed financial statements for Federal income taxes on the net earnings of these companies for the periods prior to June 21, 2003. A provision for certain state franchise and income taxes has been made.

The Q sub status and the S corporation status terminated immediately prior to the acquisition. UCI became a C corporation and is subject to both Federal and state income taxes and will begin to file a consolidated Federal income tax return. UCI’s effective tax rate increased accordingly.

If the Predecessor Company were a C corporation, pro forma income tax expense would have been $9.6 million for the fourth quarter of 2002, $8.5 million for the January 1 through June 20, 2003 period, and $40.3 million for the full year of 2002.

Reclassifications—Income statements have been reclassified to conform to the December 2003 presentation. The reclassifications primarily move sales driven allowances from selling expense to a reduction of sales and move certain costs previously included in general expenses to cost of sales. The net effect is a reduction of gross profit of approximately $3.4 million per quarter, with an equal and offsetting reduction in operating expenses. There is no effect on operating income or net income.