6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 12, 2014

Commission File Number: 333-173626

UCI Holdings Limited

(Translation of registrant’s name into English)

UCI Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  x             Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Index to Exhibits

Exhibit No.	Description
99.1	Quarterly report for the quarterly period ended September 30, 2014, prepared for distribution to the holders of the 8.625% Senior Notes due 2019 of UCI International, Inc.
99.2	Quarterly earnings release dated November 12, 2014 prepared for the information of the holders of the 8.625% Senior Notes due 2019 of UCI International, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UCI Holdings Limited
	(Registrant)
Date: November 12, 2014	By:	/s/ Ricardo F. Alvergue
		Name: Ricardo F. Alvergue
		Title: Chief Financial Officer

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EX-99.1

Exhibit 99.1

QUARTERLY REPORT

For the quarterly period ended September 30, 2014

UCI Holdings Limited

New Zealand

(Jurisdiction of incorporation or organization)

UCI Holdings Limited

Level Nine

148 Quay Street

Auckland 1010 New Zealand

Attention: Ricardo Alvergue

1 (847) 482-4165

Table of Contents

PART I — FINANCIAL INFORMATION	7
ITEM 1. INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
Overview	7
Components of Comprehensive Income	8
Critical Accounting Policies and Estimates	10
Results of Operations	13
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA	21
Liquidity and Capital Resources	22
Disclosure under Section 13(r) of the Exchange Act	26
Recently Adopted Accounting Guidance	26
Recently Issued Accounting Guidance	26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
ITEM 4. CONTROLS AND PROCEDURES	28
PART II — OTHER INFORMATION	29
ITEM 1. LEGAL PROCEEDINGS	29
ITEM 1A. RISK FACTORS	30
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	30
ITEM 3. DEFAULTS UNDER SENIOR SECURITIES	30
ITEM 4. MINE SAFETY DISCLOSURE	30
ITEM 5. OTHER INFORMATION	30
ITEM 6. EXHIBITS	31
INDEX TO THE FINANCIAL STATEMENTS	F-1

Certain References

This quarterly report should be read in conjunction with our annual audited consolidated financial statements and related notes, which are included in our 2013 Annual Report on Form 20-F filed with the SEC (as defined herein) on March 4, 2014. In this quarterly report, unless otherwise indicated or the context otherwise requires, the terms “we,” “us,” “our,” “our company” and “Company” refer to Holdings (as defined herein) and its consolidated subsidiaries.

Certain Definitions

In this quarterly report:

“aftermarket” refers to the North American light and heavy-duty vehicle replacement products market.

“Autoparts Holdings” refers to Autoparts Holdings Limited, an affiliate of Rank Group (as defined herein) and ultimately owned by our strategic owner, Mr. Graeme Hart.

“DIFM,” an acronym for “do-it-for-me,” refers to consumers who use professionals to perform the maintenance and repair work needed on their own vehicles.

“DIY,” an acronym for “do-it-yourself,” refers to consumers who themselves perform the maintenance and repair work needed on their vehicles.

“dollars”, “U.S. dollars” and “$” refer to the lawful currency of the United States.

“Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended.

“FRAM Group” refers to the automotive consumer products business of Autoparts Holdings.

“GAAP” refers to generally accepted accounting principles in the United States.

“Holdings” refers to UCI Holdings Limited, a New Zealand limited liability company and the indirect parent of UCI International, Inc.

“North America” and “North American” refer to the United States, Mexico and Canada.

“OE” refers to original equipment.

“OEM” refers to original equipment manufacturers.

“OES” refers to original equipment service providers (the service organizations connected with new car dealers).

“OEM/OES” refers to original equipment manufacturers and to original equipment service providers (the service organizations connected with new car dealers).

“Rank Group” refers to Rank Group Limited, a private company based in New Zealand and wholly-owned by Mr. Graeme Hart.

“SEC” refers to the U.S. Securities and Exchange Commission.

“Senior Notes” refers to $400.0 million aggregate principal amount of our 8.625% Senior Notes due 2019 and guarantees thereof issued on January 26, 2011.

“Senior Secured Credit Facilities” refers to (i) a $300.0 million senior secured term loan facility, or the “Senior Secured Term Loan Facility”, and (ii) a $75.0 million senior secured revolving credit facility, or the “Senior Secured Revolving Credit Facility”, each of which was entered into on January 26, 2011.

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The “traditional” distribution channel refers to warehouse distributors, jobber stores and professional installers.

“UCI” refers to United Components, Inc., a wholly-owned direct subsidiary of UCI International, Inc.

“UCI International” refers to UCI International, Inc., together with its subsidiaries.

“United States” and “U.S.” refer to the United States of America.

With respect to our customers, “AutoZone” refers to AutoZone, Inc., “GM” refers to General Motors Company, “Advance” refers to Advance Store Company, Inc. and “CARQUEST” refers to stores acquired by Advance from General Parts International, Inc.

Accounting Principles

Unless otherwise indicated, the financial information in this quarterly report has been prepared on the basis of and in accordance with GAAP.

Forward-Looking Statements

This quarterly report contains forward-looking statements. The words “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. The reader should not place undue reliance on these forward-looking statements. Although forward-looking statements reflect management’s good faith beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements speak only as of the date the statements are made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to:

• continued volatility in and disruption to the global economic environment may materially and adversely affect our business, financial condition and results of operations;

• the economic environment and adverse credit market conditions may significantly affect our ability to meet liquidity needs and may materially and adversely affect the financial soundness of our customers and suppliers;

• we face competition and increasing pricing pressure in our markets and, therefore, lower-cost production and successful cost savings actions may be required to be able to compete effectively;

• the shift in demand from premium to value brands may require us to produce value products at the expense of premium products, resulting in lower prices, thereby decreasing our net sales and reducing our margins;

• the introduction of new and improved products and services and the shift from domestic to foreign made vehicles poses a potential threat to the aftermarket for light vehicle parts;

• 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;

• entering new markets and developing new products poses commercial risks;

• our relationship with AutoZone creates risks associated with a concentrated net sales source;

• our contracts with our customers are generally short-term and do not require the purchase of a minimum amount;

• the consolidation of our customers can have adverse effects on our business;

• we could be materially adversely affected by changes or imbalances in currency exchange and other rates;

• increases in our raw materials and component costs or the loss of a number of our suppliers could adversely affect our profitability;

• 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;

• if we are unable to meet future capital requirements, our business may be adversely affected;

• we may not be successful in realizing cost savings or purchasing benefits from our cost sharing and manufacturing arrangements with FRAM Group;

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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;

• environmental, health and safety laws and governmental regulations may impose significant compliance costs and liabilities on us;

• our intellectual property may be misappropriated or subject to claims of infringement;

• our substantial indebtedness could adversely affect our ability to fulfill our obligations under the Senior Notes;

• restrictive covenants in the Senior Notes and our other indebtedness could adversely affect our business by limiting our operating and strategic flexibility;

• the outcome of legal proceedings;

• the risks and uncertainties described under “Part I, Item 3. Key Information — Risk Factors” and “Part I, Item 5. Operating and Financial Review and Prospects” in our 2013 Annual Report on Form 20-F, filed with the SEC on March 4, 2014; and

• risks related to other factors discussed in this quarterly report.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements as well as other cautionary statements that are made from time to time in our public communications. You should evaluate all forward-looking statements made in this quarterly report in the context of these risks and uncertainties.

PART I — FINANCIAL INFORMATION

ITEM 1. INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The interim unaudited condensed consolidated financial statements as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013, the audited condensed consolidated balance sheet as of December 31, 2013 and related notes are attached to this quarterly report beginning at page F-1 hereof and are incorporated by reference into this Item 1.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis contains forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements with respect to us. Our actual results could differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “Forward-Looking Statements” and other matters included elsewhere in this quarterly report. The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto included elsewhere in this quarterly report.

Overview

We are a leading supplier to the light and heavy-duty vehicle aftermarket for replacement parts, supplying a broad range of filtration, fuel delivery and cooling systems products and vehicle electronics products. We believe, based on management estimates, that we maintain a leading market position in each of our four product lines, including the number one market position by revenue in both fuel delivery systems and cooling systems in the North American light vehicle aftermarket. For the nine months ended September 30, 2014 and the year ended December 31, 2013, 77% and 78% of our net sales, including OES channel sales, respectively, were generated from sales to a diverse group of aftermarket customers, including some of the largest and fastest growing companies in our industry. We have developed a global and low-cost manufacturing, sourcing and distribution platform and we sell into multiple sales channels, including retailers, wholesale distributors, dealers and the heavy-duty vehicle market. Our principal end-markets include light vehicles, commercial vehicles and construction, mining, agricultural, marine and other industrial equipment.

We believe we have one of the most comprehensive product lines in the aftermarket, offering approximately 44,300 unique part numbers. The majority of our products, including fuel delivery systems, vehicle electronics and cooling systems, are non-discretionary parts that must be replaced upon failure for the vehicle to successfully operate. In addition, filtration products are replaced at regular maintenance intervals, generating a predictable, recurring revenue stream. This overall product mix provides a stable base of business, even in difficult economic cycles.

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Aftermarket sales generally are tied to the regular replacement cycle or the natural wearing cycle of a vehicle part; accordingly, we expect industry growth will be heavily influenced by the following key factors: increasing global vehicle population, aging of vehicle population, increasing vehicle miles driven and a growing heavy-duty aftermarket.

The following is a discussion of the key line items included in the financial statements presented below under the heading “Results of Operations.” These are the measures that management utilizes most to assess our results of operations and anticipate future trends and risks in our business.

Components of Comprehensive Income

Net Sales

Net sales, including related party sales to FRAM Group, includes the selling price of our products sold to our customers, less provisions for warranty costs, estimated sales returns, customer allowances and cash discounts. Provisions for sales returns, customer allowances and warranty costs are recorded at the time of sale based upon historical experience, current trends and our expectations regarding future experience. Adjustments to such sales returns, allowances and warranty costs are made as new information becomes available. In addition, up-front costs to obtain exclusive contracts and other new business changeover costs are recorded as a reduction to sales in arriving at net sales. Recording such provisions as a reduction to sales is customary in our industry.

As 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 (a key metric in measuring aftermarket performance), which then results in increased time intervals for routine maintenance and vehicle parts lasting longer before needing replacement. Over the last several years, long-term trends have included an increase in oil change service intervals to an average of 6,000 miles due to improved vehicle and product quality and a consumer shift from DIY to DIFM resulting from aggressive pricing by auto maintenance services, both of which have applied pressure to our business. We have also seen a decline in the replacement rate of fuel delivery systems parts driven by improved OEM product quality and other factors.

Historically high crude oil prices in 2008 and corresponding historically high retail gasoline prices at the pump negatively impacted consumers’ driving and vehicle maintenance habits. While miles driven have increased four of the five years since 2008, with the exception of a 2.2% decrease in 2011, the increases have been small and intermittent, mirroring the U.S. economic recovery. Miles driven during the three and nine months ended September 30, 2014 increased 1.1% and 0.7%, respectively, compared to the three and nine months ended September 30, 2013.

Our net sales are impacted by consumer discretionary spending for auto repairs by the end-users of our products. For example, during the years 2009 through 2011, general consumer discretionary spending was affected by significant increases in U.S. average gasoline prices at the pump, which increased approximately 83% from January 2009 through December 2011. Although U.S. average gasoline prices were similar in December 2011 and December 2013, there remained a significant amount of volatility in gasoline prices as evidenced by quarterly fluctuations between the dates including increases ranging from 8.8% to 17.7% in three of the eight quarters in this period and decreases ranging from 2.2% to 14.0% in the other five quarters. The spikes in gasoline prices reflect the near record highs reached in March, April and September of 2012. In line with the increases in miles driven discussed above, U.S. average gasoline prices at the pump during the three and nine months ended September 30, 2014 decreased 1.8% and 1.5%, respectively, compared to the three and nine months ended September 30, 2013.

We believe that we have leading market positions in our primary product lines, based on management estimates, and 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 approximately 44,300 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.

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It is also important to note that net sales to AutoZone accounted for 26.8% and 29.2% of our total net sales for the nine months ended September 30, 2014 and the year ended December 31, 2013, respectively. AutoZone is considered to be a leader in the North American aftermarket and, as with all of our customers, we make efforts to maintain and strengthen our relationship with AutoZone. Our failure to maintain a favorable relationship with AutoZone could 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 or a change in AutoZone’s business.

In addition, as result of long life-cycle OEM contracts, which went into production in 2013, net sales with GM were 14.5% and 10.1% of total net sales for the nine months ended September 30, 2014 and the year ended December 31, 2013, respectively.

Lastly, as a result of the acquisition of CARQUEST stores by Advance, our net sales to Advance were 10.4% of our total net sales for the nine months ended September 30, 2014.

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, direct and indirect labor and benefit costs, supplies, utilities, freight, depreciation, insurance, warehousing, distribution and other costs. Cost of sales also includes all costs to procure, package and ship products that we purchase and resell.

With the slight recovery being experienced in the general U.S. economy, we have experienced increases in certain commodities costs and extended supply lead times as a result of suppliers having reduced their capacity during the economic downturn. Continued economic recovery would likely increase the demand for many of the commodities used in our business. 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 further cost increases and may make procurement more difficult in the future.

In addition to the adverse impact of increasing commodities and energy costs, we may be adversely affected by changes in foreign currency exchange rates, primarily relating to the Mexican peso and the Chinese yuan. A strengthening of the U.S. dollar against the Mexican peso means that our Mexican operations pay more pesos to obtain inventory from the United States. Conversely, a weakening of the U.S. dollar against the Mexican peso means that our Mexican operations pay fewer pesos to obtain inventory from the United States. During the three and nine months ended September 30, 2014, the U.S. dollar to Mexican peso exchange rate strengthened 3.9% and 3.1%, respectively. Additionally, the U.S. dollar strengthened against the Mexican peso by 2.0% when compared to the exchange rate at September 30, 2013. During 2013, we completed a restructuring plan affecting our Mexican operations, which has resulted in a reduction in the amount of U.S.-sourced inventory purchased by our Mexican operations, and thereby reduced our currency exposure risk related to these inventory purchases.

In addition, the value of the Chinese yuan increased 1.0% and decreased 1.6% against the U.S. dollar during the three and nine months ended September 30, 2014, respectively, and increased 0.4% and 1.8% during the three and nine months ended September 30, 2013, respectively. An increase in the Chinese yuan against the U.S. dollar would result in an increase in the costs of goods imported from China that are denominated in Chinese yuan. Conversely, a decrease in the Chinese yuan against the U.S. dollar would result in a decrease in the costs of goods imported from China that are denominated in Chinese yuan.

We attempt to mitigate the effects of cost increases and unfavorable foreign currency changes via a combination of design changes, material substitution, global resourcing efforts, other cost savings initiatives 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. We continue to pursue efforts to mitigate the effects of any cost increases; however, there are no assurances that we will be successful. To the extent that we are unsuccessful, our profit margins will be adversely affected, and even if we are successful in maintaining our gross margin dollars, our gross margin percentages will decline. Because of uncertainties regarding future commodities and energy prices, and the success of our mitigation efforts, it is difficult to estimate the impact of changes in commodities and energy costs on future operating results.

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We continually review our business for cost saving opportunities and from time to time have engaged third party consultants to help identify these opportunities. We implemented a number of cost savings initiatives in recent years to align our cost structure with current business levels and we have continued to implement cost savings initiatives during the nine months ended September 30, 2014. Cost savings initiatives have included workforce reductions in both direct and indirect manufacturing headcounts, as well as savings in the areas of plant operations and procurement. We also continue to tighten control over discretionary selling and general and administrative expenses. These cost savings actions are expected to help offset the adverse impact of higher material and other costs.

We also continue to realize cost savings and operational efficiencies related to cost sharing and manufacturing arrangements with FRAM Group. See further discussion under “Liquidity and Capital Resources — Cost Sharing and Manufacturing Arrangements with FRAM Group.”

Selling, General and Administrative Expenses

Selling, general and administrative expenses primarily include executive, accounting, selling, marketing and administrative personnel salaries and fringe benefits, marketing and advertising costs, 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 ongoing 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, including related party sales to FRAM Group, 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. Our related party sales to FRAM Group are entered into on an arm’s-length basis documented by product purchase orders.

Some agreements with our customers 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.

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. The up-front costs are capitalized and amortized over the life of the contract as a reduction of sales. The cost of returns of products sold by the previous supplier is recorded as a reduction to sales as incurred.

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

Our customers have the right to return parts that are covered under our standard warranty within stated warranty 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 as a reduction to sales at the time of the related sales. These estimates are based on historical experience, current trends and our expectations regarding future experience. Revisions to these estimates are recorded in the period in which the facts and circumstances that give rise to the revision become known. Any significant increase or decrease in the amount of product returns above or below historical levels could have a material effect on our financial results. Our product returns accrual was $40.0 million at September 30, 2014. A hypothetical 10% increase in the product returns accrual would decrease our pre-tax earnings by $4.0 million.

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The table below provides a summary reconciliation of sales to net sales for the three and nine months ended September 30, 2014 compared to the three and nine months ended September 30, 2013 (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Sales	$	277.3		$	277.6		$	842.6		$	825.4
Provision for warranty costs and sales returns		(9.2	)		(10.7	)		(41.2	)		(33.7	)
Provision for customer contractual sales deductions		(12.9	)		(12.8	)		(38.4	)		(35.7	)
New business costs and other		(3.9	)		(2.0	)		(8.6	)		(5.7	)
Net sales	$	251.3		$	252.1		$	754.4		$	750.3

Restructuring Charges

We recognize a liability for restructuring charges in the period in which the liability is incurred. These restructuring charges include costs for certain initiatives such as consolidation of operations or facilities, management reorganization, rationalization of non-manufacturing infrastructure, outsourcing of non-core components and asset impairments. See Note 2 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for a more detailed discussion of restructuring charges.

Inventory

We record inventory at the lower of cost or market. Cost is principally determined using standard 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 Goodwill and Identifiable Intangible Assets

Goodwill is subject to annual review unless conditions arise that require a more frequent evaluation. The review for impairment is either a qualitative assessment or a two-step process. If we choose to perform a qualitative assessment and determine that the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. For the two-step process, the first step is to compare the estimated fair value of the business with the recorded net book value (including the goodwill). If the estimated fair value of the business 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 of the business 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 implied fair value of goodwill is calculated as the excess of the fair value of the business over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the book value of the goodwill, the difference is recognized as an impairment loss.

We perform our annual goodwill impairment review as of December 31 each year using discounted future cash flows, unless conditions exist that would require a more frequent evaluation. 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, 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 our business, there is significant judgment in determining the cash flows.

Trademarks with indefinite lives are tested for impairment annually as of December 31, 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. As noted in our annual report, as of December 31, 2013, we recognized an impairment to an indefinite-lived trademark intangible asset. As a result, there was no surplus between the carrying value and recoverable amount of this indefinite-lived trademark intangible asset, increasing the risk that adverse changes in market conditions will trigger a further impairment. As a result of forecasted lower branded sales, including a change by a customer from our branded to private label products and another customer’s decision to change suppliers, we retested the recoverable amount of this intangible as of

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June 30, 2014 and recognized an impairment loss of $38.0 million. At September 30, 2014, no additional impairment loss had been recognized. See further discussion in Note 5 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

We also evaluate those trademarks with indefinite lives to determine whether events and circumstances continue to support the indefinite lives.

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.

Post-retirement benefit 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 post-retirement benefit expense we recognize in future periods.

Insurance Reserves

Our insurance policies for workers’ compensation, automobile, product and general liability include high deductibles or self-insured retention (up to $0.5 million per event) for which we are responsible, which are recorded in accrued expenses as incurred. 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. Our self-insured insurance reserves, including group medical insurance reserves, were $7.3 million as of September 30, 2014. A hypothetical 10% increase in the insurance reserves would decrease our pre-tax earnings by $0.7 million.

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 our September 30, 2014 interim unaudited condensed consolidated 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 $1.1 million accrued at September 30, 2014 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 any related litigation, there can be no assurance that the ultimate outcome of these matters will not be significantly different than our estimates. See Note 10 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for a more detailed discussion of our environmental contingencies.

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. We establish valuation allowances against deferred tax assets 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 tax expense in the period that includes the enactment date.

We do not provide for U.S. income taxes on undistributed earnings of our non-U.S. subsidiaries that are intended to be permanently reinvested. Where we do not intend to permanently reinvest earnings of our non-U.S. subsidiaries, we provide for U.S. income taxes and non-U.S. withholding taxes, where applicable, on undistributed earnings.

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We record a liability for uncertain tax positions when management concludes that the likelihood of sustaining such positions upon examination by taxing authorities is less than “more-likely-than-not.” We also record any interest and penalties related to these uncertain tax positions as a component of income tax (expense) benefit in the interim unaudited condensed consolidated statements of comprehensive income (loss).

Results of Operations

Three Months Ended September 30, 2014 compared with the Three Months Ended September 30, 2013

The following table was derived from Holdings’ interim unaudited condensed consolidated statements of comprehensive income (loss) for the respective periods. Amounts are presented in millions of dollars.

	Three Months Ended September 30,
	2014			2013
Net sales
Third party net sales	$	239.6		$	235.0
Related party net sales		11.7			17.1
Total net sales		251.3			252.1
Cost of sales		219.1			212.0
Gross profit		32.2			40.1
Gross margin %		12.8	%		15.9	%
Operating expenses
Selling, general and administrative		(14.5	)		(20.1	)
Amortization of acquired intangible assets		(5.5	)		(5.5	)
Restructuring costs, net		(5.8	)		(0.8	)
Operating income		6.4			13.7
Interest expense, net		(2.1	)		(13.7	)
Miscellaneous, net		(2.5	)		(1.3	)
Income (loss) before income taxes		1.8			(1.3	)
Income tax benefit (expense)		0.8			(0.5	)
Net income (loss)	$	2.6		$	(1.8	)

Net sales. Net sales of $251.3 million for the three months ended September 30, 2014 decreased $0.8 million, or 0.3%, compared to net sales of $252.1 million for the three months ended September 30, 2013. Our related party net sales decreased $5.4 million primarily due to lower retail channel sales in FRAM Group’s filtration product line and an increase in FRAM Group’s internally-sourced filtration products as a result of our ongoing filtration manufacturing footprint optimization project.

Our third party net sales increased $4.6 million, or 1.8%, as follows:

• Our OEM/OES channel net sales increased $7.0 million, or 12.2%, primarily due to OEM projects in our cooling systems product line, which were launched during the first half of 2013 and were still ramping up during the three months ended September 30, 2013;

• Our traditional channel net sales increased $3.1 million, or 6.0%, primarily due to new customers in our fuel delivery and cooling systems product lines and the timing of replenishment orders in our cooling systems and filtration product lines, partially offset by lower pricing due to increased competition affecting our fuel delivery systems product line driven by improved OE product quality and other factors that have negatively impacted replacement rates. In addition, our vehicle electronics product line net sales decreased due to lower volumes and pricing;

• Our retail channel net sales decreased $3.3 million, or 3.3%, primarily due to $8.7 million of lower customer pricing across all product lines, partially offset by $4.6 million of volume increases primarily due to new product rollouts in our fuel delivery systems and vehicle electronics product lines and $0.8 million of favorable product mix in our cooling systems product line; and

• Our heavy-duty channel net sales decreased $1.4 million, or 5.5%, primarily due to lower international sales and lower customer pricing in our filtration product line.

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Net sales for the three months ended September 30, 2014 and 2013 for our four product lines were as follows (in millions of dollars, except for percentages):

	Three Months Ended September 30,
	2014		%			2013		%
Filtration	$	83.2		33	%	$	94.2		37	%
Cooling systems		66.4		26	%		59.1		24	%
Vehicle electronics		51.3		21	%		52.5		21	%
Fuel delivery systems		50.4		20	%		46.3		18	%
	$	251.3		100	%	$	252.1		100	%

The decrease in our filtration product line net sales was primarily the result of lower related party sales to FRAM Group, lower OEM/OES channel volumes and lower private label customer pricing. The increase in our cooling systems product line net sales was primarily related to the launch of OEM projects, higher traditional channel volumes and favorable product mix, partially offset by lower retail channel volumes and pricing. The decrease in our vehicle electronics product line net sales was primarily due to lower retail channel customer pricing and timing of replenishment orders in our traditional channel, partially offset by new product rollouts in the retail channel. The increase in our fuel delivery systems product line net sales was primarily the result of improved retail channel volumes from new product rollouts and new traditional channel business, partially offset by lower customer pricing due to increased competition driven by improved OE product quality and other factors that have negatively impacted replacement rates.

Gross profit. Gross profit 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. Amounts are presented in millions of dollars.

	Three Months Ended September 30,
	2014			2013
Gross profit, as reported	$	32.2		$	40.1
Adjusted for special items:
Business optimization costs		0.7			0.3
New business changeover and sales commitment costs		0.6			0.5
Costs related to implementation of cost sharing and manufacturing arrangements with FRAM Group		—			0.9
Unrealized loss on derivatives		0.1			—
Adjusted gross profit	$	33.6		$	41.8
Adjusted gross profit percentage		13.4	%		16.6	%

Further detail on the special items is provided in the reconciliation of EBITDA to Adjusted EBITDA for the periods presented elsewhere in this quarterly report.

Excluding special items, adjusted gross profit for the three months ended September 30, 2014 was $33.6 million, or 13.4% of net sales, compared to adjusted gross profit for the three months ended September 30, 2013 of $41.8 million, or 16.6% of net sales.

The lower adjusted gross profit for the three months ended September 30, 2014 compared to the three months ended September 30, 2013 was due to several factors. During the three months ended September 30, 2014, our gross profit was negatively impacted by (i) $11.2 million in lower customer pricing across all product lines, (ii) $1.8 million due to unfavorable product mix driven by our vehicle electronics product line and (iii) $1.6 million from higher depreciation primarily due to investment in our cooling systems product line OEM projects. Partially offsetting these factors were (i) $5.6 million of costs associated with the rollout of OEM projects in our cooling systems product line that did not reoccur in the 2014 period and (ii) $0.9 million in improved material and plant and distribution operations costs driven by cost savings initiatives including manufacturing parts in our vehicle electronics and fuel delivery systems product lines that were previously purchased, as well as procurement savings initiatives.

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Selling, general and administrative expenses. Selling, general and administrative expenses include special items consisting of costs associated with business optimization projects, mostly for professional services, and costs related to the implementation of cost sharing and manufacturing arrangements with FRAM Group. The following table presents a comparison of adjusted selling, general and administrative expenses after excluding such special items. Adjusted selling, general and administrative expenses 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. Amounts are presented in millions of dollars.

	Three Months Ended September 30,
	2014			2013
Selling, general and adminstrative expenses, as reported	$	14.5		$	20.1
Adjust for special items:
Business optimization costs		(0.1	)		(1.1	)
Cost of defending class action and other litigation		(0.1	)		(0.4	)
Miscellaneous non-operating expense		0.1			—
Costs related to implementation of cost sharing and manufacturing arrangements with FRAM Group		—			(0.2	)
Adjusted selling, general and adminstrative expenses	$	14.4		$	18.4

Further detail on the special items is provided in the reconciliation of EBITDA to Adjusted EBITDA for the periods presented elsewhere in this quarterly report.

Adjusted selling, general and administrative expenses for the three months ended September 30, 2014 were $14.4 million compared to $18.4 million for the three months ended September 30, 2013. The $4.0 million decrease was primarily the result of improved organizational expense leverage including reductions in employee wages and benefits, professional fees and office-related costs. Adjusted selling, general and administrative expenses were 5.7% of net sales for the three months ended September 30, 2014 compared to 7.3% of net sales for the three months ended September 30, 2013.

Amortization of acquired intangible assets. Amortization of acquired intangible assets was $5.5 million in both the three months ended September 30, 2014 and 2013.

Restructuring costs, net. The components of restructuring costs, net are as follows (in millions):

	Three Months Ended September 30,
	2014			2013
Manufacturing and distribution footprint optimization	$	5.6		$	0.2
Impairment of property, plant and equipment		0.3			—
Gain on sale of equipment		(0.1	)		—
Severance		—			0.6
	$	5.8		$	0.8

In December 2013, we approved and announced a plan to close one of our U.S. filtration facilities and transfer the manufacturing capacity, along with associated equipment, to one of our existing U.S. facilities and another facility operated by FRAM Group. During the three months ended September 30, 2014, we incurred $5.3 million of equipment relocation and facility closing costs in connection with this closure, recorded an additional equipment impairment loss of $0.3 million and recorded a gain on sale of equipment of $0.1 million.

Beginning in 2013, we initiated a manufacturing footprint optimization plan for our fuel delivery systems product line. During the

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three months ended September 30, 2014, we incurred $0.1 million of costs associated with asset relocation and installation, $0.1 million of manufacturing footprint optimization execution costs and $0.1 million for employee retention costs associated with the manufacturing footprint optimization.

During the three months ended September 30, 2013, we recorded severance costs of $0.6 million related to involuntary terminations of employees as part of cost reduction actions and business realignment within our filtration, vehicle electronics and fuel delivery systems product lines in the U.S., and the closure of the filtration manufacturing operations of one of our Chinese subsidiaries. In addition, during the three months ended September 30, 2013, we incurred professional costs of $0.2 million associated with the review of the manufacturing footprint of our fuel delivery systems product line.

For further discussion of our restructuring activities see Note 2 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

Interest expense, net. Interest expense, net was $2.1 million and $13.7 million for the three months ended September 30, 2014 and 2013, respectively. The decrease of $11.6 million was primarily the result of unrealized foreign exchange gains of $11.8 million during the three months ended September 30, 2014 arising from a $100.0 million intercompany loan that was established in December 2013 with one of our U.S. subsidiaries. For further discussion of the accounting treatment of the foreign currency impact on the intercompany loan see Note 8 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report. Interest expense on the Senior Secured Term Loan Facility and the Senior Notes was $4.1 million and $8.7 million, respectively, for both the three months ended September 30, 2014 and 2013.

Miscellaneous, net. Miscellaneous, net for the three months ended September 30, 2014 and 2013 included $1.7 million and $1.4 million, respectively, of costs associated with the sale of receivables, net of gains of $0.1 million for the forgiveness of debt in both periods. In addition, miscellaneous, net for the three months ended September 30, 2014 included $0.9 million of professional fees related to the strategic review of our business. The higher costs associated with the sale of receivables was due to an increase in the amount of receivables sold.

Income tax benefit (expense). We recorded an income tax benefit of $0.8 million, or a negative 44.4% effective tax rate, during the three months ended September 30, 2014, on pre-tax income of $1.8 million. The effective tax rate differs from the U.S. federal statutory rate principally due to provision of U.S. deferred income tax expense on undistributed earnings of our Spanish subsidiary, valuation allowances against certain deferred tax assets and withholding taxes on dividend distributions from our Spanish subsidiary, partially offset by non-U.S. tax rate differences and state income taxes.

We recorded income tax expense of $0.5 million, or a negative 38.5% effective tax rate, during the three months ended September 30, 2013, on a pre-tax loss of $1.3 million. The effective tax rate differs from the U.S. federal statutory rate principally due to provision of U.S. deferred income tax expense on undistributed earnings of our Spanish subsidiary, withholding taxes on a dividend distribution from our Spanish subsidiary and income tax expense associated with reversal of the permanent manufacturing deduction, offset in part by provision to return adjustments, state income taxes, and research and development credits.

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Nine months ended September 30, 2014 compared with the Nine months ended September 30, 2013

The following table was derived from Holdings’ interim unaudited condensed consolidated statements of comprehensive income (loss) for the respective periods. Amounts are presented in millions of dollars.

	Nine Months Ended September 30,
	2014			2013
Net sales
Third party net sales	$	714.4		$	694.7
Related party net sales		40.0			55.6
Total net sales		754.4			750.3
Cost of sales		650.0			630.7
Gross profit		104.4			119.6
Gross profit %		13.8	%		15.9	%
Operating expenses
Selling, general and administrative		(49.2	)		(65.4	)
Amortization of acquired intangible assets		(16.6	)		(16.6	)
Restructuring costs, net		(14.2	)		(2.9	)
Trademark impairment loss		(38.0	)		—
Operating (loss) income		(13.6	)		34.7
Other expense
Interest expense, net		(35.9	)		(37.8	)
Miscellaneous, net		(5.5	)		(2.0	)
Loss before income taxes		(55.0	)		(5.1	)
Income tax benefit (expense)		19.5			(0.1	)
Net loss	$	(35.5	)	$	(5.2	)

Net sales. Net sales of $754.4 million for the nine months ended September 30, 2014 increased $4.1 million, or 0.5%, compared to net sales of $750.3 million for the nine months ended September 30, 2013. Our third party net sales increased $19.7 million, or 2.8%, as follows:

• Our OEM/OES channel net sales increased $39.3 million, or 24.2%, primarily due to OEM projects in our cooling systems product line, which were launched during the first half of 2013;

• Our retail channel net sales decreased $11.7 million, or 3.9%, primarily due to $26.0 million of lower customer pricing across all product lines including new customer acquisition costs, partially offset by volume increases of $11.8 million driven primarily by higher new product rollouts in our vehicle electronics and fuel delivery systems products lines and $2.5 million of favorable product mix in our cooling systems product line;

• Our heavy-duty channel net sales decreased $5.6 million, or 7.3%, primarily due to lower domestic and international sales and lower customer pricing in our filtration product line; and

• Our traditional channel net sales decreased $1.8 million, or 1.2%, primarily due to lower pricing from increased competition affecting our fuel delivery systems product line driven by improved OE product quality and other factors that have negatively impacted replacement rates and lower replenishment orders and higher product warranty costs in our vehicle electronics product line, partially offset by volumes from new customers in our cooling and fuel delivery systems product lines.

In addition, our related party net sales decreased $15.6 million primarily due to lower retail channel sales in FRAM Group’s filtration product line and an increase in FRAM Group’s internally-sourced filtration products as a result of our ongoing filtration manufacturing footprint optimization project.

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Net sales for the nine months ended September 30, 2014 and 2013 for our four product lines were as follows (in millions of dollars, except for percentages):

	Nine Months Ended September 30,
	2014		%			2013		%
Filtration	$	261.6		35	%	$	294.4		39	%
Cooling systems		206.0		27	%		163.6		22	%
Vehicle electronics		156.0		21	%		150.9		20	%
Fuel delivery systems		130.8		17	%		141.4		19	%
	$	754.4		100	%	$	750.3		100	%

The decrease in our filtration product line net sales was primarily the result of lower related party sales to FRAM Group, overall market weakness in the maintenance category of the retail, heavy-duty and OEM/OES channels and lower private label customer pricing. The increase in our cooling systems product line net sales was primarily related to the launch of OEM projects, a new traditional channel customer and favorable retail channel product mix, partially offset by lower retail channel pricing. The increase in our vehicle electronics product line net sales was primarily due to new product rollouts in the retail channel, partially offset by lower retail and traditional channel customer pricing and lower traditional channel replenishment orders. The decrease in our fuel delivery systems product line net sales was primarily the result of lower customer pricing due to increased competition driven by improved OE product quality and other factors that have negatively impacted replacement rates and costs to acquire new business, partially offset by new product rollouts in the retail channel and a new traditional channel customer.

Gross profit. Gross profit 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. Amounts are presented in millions of dollars.

	Nine Months Ended September 30,
	2014			2013
Gross profit, as reported	$	104.4		$	119.6
Adjusted for special items:
New business changeover and sales commitment costs		2.0			0.6
Business optimization costs		1.9			0.9
Costs related to implementation of cost sharing and manufacturing arrangements with FRAM Group		0.1			3.1
Unrealized loss on derivatives		0.1			—
Adjusted gross profit	$	108.5		$	124.2
Adjusted gross profit percentage		14.4	%		16.6	%

Further detail on the special items is provided in the reconciliation of EBITDA to Adjusted EBITDA for the periods presented elsewhere in this quarterly report.

Excluding special items, adjusted gross profit for the nine months ended September 30, 2014 was $108.5 million, or 14.4% of net sales, compared to adjusted gross profit for the nine months ended September 30, 2013 of $124.2 million, or 16.6% of net sales.

The lower adjusted gross profit was due to (i) $30.1 million in lower customer pricing across all product lines including higher product warranty costs, (ii) $7.3 million due to unfavorable product mix primarily driven by new product roll-out and purchased product orders in our vehicle electronics product line and (iii) $2.8 million from higher depreciation primarily due to investment in our cooling systems product line OEM projects. Partially offsetting these factors were (i) $13.7 million in improved material and plant and distribution operations costs driven by cost savings initiatives including manufacturing parts in our vehicle electronics and fuel delivery systems product lines that were previously purchased, as well as procurement savings initiatives and (ii) $10.9 million of costs associated with the rollout of OEM projects in our cooling systems product line that did not reoccur in the 2014 period.

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Selling, general and administrative expenses. Selling, general and administrative expenses include special items consisting of costs associated with business optimization projects, mostly for professional services, and costs related to the implementation of cost sharing and manufacturing arrangements with FRAM Group. The following table presents a comparison of adjusted selling, general and administrative expenses after excluding such special items. Adjusted selling, general and administrative expenses 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. Amounts are presented in millions of dollars.

	Nine Months Ended September 30,
	2014			2013
Selling, general and adminstrative expenses, as reported	$	49.2		$	65.4
Adjust for special items:
Business optimization costs		(0.8	)		(6.4	)
Cost of defending class action and other litigation		(0.1	)		(0.5	)
Costs related to implementation of cost sharing and manufacturing arrangements with FRAM Group		—			(1.0	)
Miscellaneous non-operating expenses		—			(0.1	)
Adjusted selling, general and adminstrative expenses	$	48.3		$	57.4

Further detail on the special items is provided in the reconciliation of EBITDA to Adjusted EBITDA for the periods presented elsewhere in this quarterly report.

Adjusted selling, general and administrative expenses for the nine months ended September 30, 2014 were $48.3 million compared to $57.4 million for the nine months ended September 30, 2013. The $9.1 million decrease was primarily the result of improved organizational expense leverage including reductions in employee wages and benefits, travel expenses, professional fees and office-related costs. Adjusted selling, general and administrative expenses were 6.4% of net sales for the nine months ended September 30, 2014 compared to 7.7% of net sales for the nine months ended September 30, 2013.

Amortization of acquired intangible assets. Amortization of acquired intangible assets was $16.6 million in both the nine months ended September 30, 2014 and 2013.

Restructuring costs, net. The components of restructuring costs, net are as follows (in millions):

	Nine Months Ended September 30,
	2014			2013
Manufacturing and distribution footprint optimization	$	10.8		$	0.4
Severance		3.3			2.0
Impairment of property, plant and equipment		0.3			0.8
Gain on sale of equipment		(0.2	)		—
Curtailment and settlement gains		—			(0.3	)
	$	14.2		$	2.9

In December 2013, we approved and announced a plan to close one of our U.S. filtration facilities and transfer the manufacturing capacity, along with associated equipment, to one of our existing U.S. facilities and another facility operated by FRAM Group. During the nine months ended September 30, 2014, we recorded $8.0 million of equipment relocation and facility closing costs in connection with this closure, termination benefits of $1.8 million, recorded an additional equipment impairment loss of $0.3 million and a gain on sale of equipment of $0.1 million.

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During the nine months ended September 30, 2014, we recorded (i) severance of $0.7 million related to involuntary terminations of employees as part of cost reduction actions and business realignment, (ii) manufacturing footprint optimization costs of $0.5 million related to our filtration product line, (iii) residual closing costs of $0.1 million related to the closure of a China facility in 2013 and (iv) a gain on sale of equipment of $0.1 million associated with our now closed Mexican foundry operation.

Beginning in 2013, we initiated a manufacturing footprint optimization plan for our fuel delivery systems product line. During the nine months ended September 30, 2014, we incurred $1.1 million of professional costs associated with the review of the manufacturing footprint for our fuel delivery systems product line, $0.8 million of severance costs, $0.7 million of manufacturing footprint optimization execution costs, $0.3 million of costs associated with asset relocation and installation and $0.1 million for employee retention costs.

During the nine months ended September 30, 2013, we recorded severance costs of $1.6 million related to involuntary terminations of employees as part of cost reduction actions and business realignment within our filtration, vehicle electronics and fuel delivery systems product lines in the U.S., $0.2 million of professional costs to review the manufacturing footprint of our fuel delivery systems product line and $0.1 million for lease termination and asset retirement obligation costs associated with distribution footprint optimization of our filtration product line. In addition, we recorded an additional asset impairment charge of $0.3 million to write down land, building and equipment to estimated net realizable value and a curtailment gain of $0.3 million associated with the closing of a portion of our Mexican operations.

During the nine months ended September 30, 2013, we recorded an impairment charge of $0.5 million to write down certain equipment to estimated net realizable value, severance costs of $0.4 million and other closing costs of $0.1 million associated with the planned closure of the filtration manufacturing operations of one of our Chinese subsidiaries and relocation of the manufacturing into one of our existing U.S. facilities.

For further discussion of our restructuring activities see Note 2 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

Trademark impairment loss. During the nine months ended September 30, 2014, we recorded a trademark impairment loss of $38.0 million related to the indefinite-lived trademark intangible asset of our fuel delivery systems product line. The impairment was triggered by forecasted lower branded sales. The lower branded sales reflect the phased-in reduction in sales from a customer that has decided to change suppliers and a change by another customer from our branded to private label products, partially offset by incremental volume from new and existing customers. See further discussion in Note 5 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

Interest expense, net. Interest expense, net was $35.9 million and $37.8 million for the nine months ended September 30, 2014 and 2013, respectively. The decrease of $1.9 million was primarily the result of unrealized foreign exchange gains of $5.4 million during the nine months ended September 30, 2014 arising from a $100.0 million intercompany loan that was established in December 2013 with one of our U.S. subsidiaries and interest income of $2.9 million recorded during the nine months ended September 30, 2013 primarily for value-added tax refunds received by one of our Mexican subsidiaries. For further discussion of the accounting treatment of the foreign currency impact on the intercompany loan see Note 8 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report. Interest expense on the Senior Secured Term Loan Facility was $12.1 million and $12.2 million for the nine months ended September 30, 2014 and 2013, respectively, and $25.9 million in both periods on the Senior Notes.

Miscellaneous, net. Miscellaneous, net for the nine months ended September 30, 2014 and 2013 included $4.7 million and $4.0 million, respectively, for costs associated with the sale of receivables, net of gains of $0.1 million for the forgiveness of debt in both periods. Miscellaneous, net for the nine months ended September 30, 2014 included $0.9 million of professional fees related to the strategic review our business. In addition, Miscellaneous, net for the nine months ended September 30, 2013 included income of $1.9 million related to the collection of duty and value-added tax refunds associated with equipment purchased at one of our wholly-owned Chinese subsidiaries. The higher costs associated with the sale of receivables in the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, was due to an increase in the amount of receivables sold.

Income tax benefit. We recorded an income tax benefit of $19.5 million, or a 35.5% effective tax rate, during the nine months ended September 30, 2014, on a pre-tax loss of $55.0 million. The effective tax rate differs from the U.S. federal statutory rate principally due to non-U.S. tax rate differences, state income taxes and an adjustment from the resolution of transfer price assessments

20

at one of our Chinese subsidiaries between the U.S. and Chinese tax authorities, partially offset by provision of U.S. deferred income tax expense on undistributed earnings of our Spanish subsidiary, valuation allowances against certain deferred tax assets and withholding taxes on dividend distributions from our Spanish subsidiary.

We recorded income tax expense of $0.1 million, or a negative 2.0% effective tax rate, during the nine months ended September 30, 2013, on a pre-tax loss of $5.1 million. The effective tax rate differs from the U.S. federal statutory rate principally due to provision of U.S. deferred income tax expense on undistributed earnings of our Spanish subsidiary and withholding taxes on dividend distributions from our Spanish subsidiary, partially offset by research and development credits, foreign tax rate differences, state income taxes and provision to return adjustments.

Reconciliation of Net Loss to EBITDA and Adjusted EBITDA

EBITDA, a measure used by our strategic owner to measure operating performance, is defined as net income (loss) for the period plus income tax expense (benefit), net interest expense, depreciation expense of property, plant and equipment and amortization expense of identifiable intangible assets. Adjusted EBITDA presented herein is also a financial measure used by our strategic owner to measure operating performance. Adjusted EBITDA is calculated as EBITDA adjusted to exclude items of a significant or unusual nature that cannot be attributed to ordinary business activities, such as business optimization costs, restructuring costs and costs related to implementation of cost sharing arrangements with FRAM Group. EBITDA and Adjusted EBITDA are not presentations in accordance with GAAP, or measures of our financial condition, liquidity or profitability and should not be considered as a substitute for net income (loss), operating profit or any other performance measures derived in accordance with GAAP or as a substitute for cash flow from operating activities as a measure of our liquidity in accordance with GAAP. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, working capital needs, tax payments and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA in this quarterly report is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. Additionally, we believe that issuers of high yield debt securities also present EBITDA and Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. In addition, Adjusted EBITDA is used to determine our compliance with certain covenants, including the fixed charge coverage ratio used for purposes of debt incurrence under the indenture governing the Senior Notes and certain other agreements governing our indebtedness. Because not all companies calculate EBITDA and Adjusted EBITDA identically, this presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA for the periods presented (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net income (loss)	$	2.6		$	(1.8	)	$	(35.5	)	$	(5.2	)
Income tax (benefit) expense		(0.8	)		0.5			(19.5	)		0.1
Net interest expense		2.1			13.7			35.9			37.8
Depreciation and amortization expense		14.9			13.2			42.1			39.4
EBITDA		18.8			25.6			23.0			72.1
Trademark impairment loss (a)		—			—			38.0			—
Restructuring costs, net (b)		5.8			0.8			14.2			2.9
Business optimization costs (c)		0.8			1.4			2.7			7.3
New business changeover and sales commitment costs (d)		0.6			0.5			2.0			0.6
Strategic review costs (e)		0.9			—			0.9			—
Cost related to implementation of cost sharing and manufacturing arrangements with FRAM Group (f)		—			1.1			0.1			4.1
Cost of defending class action and other litigation (g)		0.1			0.4			0.1			0.5
Unrealized loss on derivatives (h)		0.1			—			0.1			—
Gain on forgiveness of debt (i)		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Collection of tax refunds (j)		—			—			—			(1.9	)
Miscellaneous non-operating expense (k)		(0.1	)		—			—			0.1
Adjusted EBITDA	$	26.9		$	29.7		$	81.0		$	85.6
Net sales	$	251.3		$	252.1		$	754.4		$	750.3
Adjusted EBITDA margin		10.7	%		11.8	%		10.7	%		11.4	%

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(a) We recorded a trademark impairment loss related to the indefinite-lived trademark intangible asset of our fuel delivery systems product line. See further discussion in Note 5 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

(b) These costs relate to various restructuring actions we have taken to align our cost structure with current market conditions. See Note 2 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report for further information regarding our restructuring actions.

(c) These costs primarily relate to internal costs and consulting fees for various cost saving projects and to accelerate the manufacture of parts for new model cars previously sourced from external vendors.

(d) These costs are up-front costs incurred to obtain new business and to extend existing long-term sales commitments. These costs are comprised of costs associated with stocklifts.

(e) These costs consist of professional services related to the ongoing strategic review of the business.

(f) These costs relate to the implementation of our cost sharing and manufacturing arrangements with FRAM Group. See further discussion at “Liquidity and Capital Resources.”

(g) These costs include legal and settlement costs related to class action and other litigation. See further discussion in “Part II — Other Information — Item 1. Legal Proceedings — Antitrust Litigation.”

(h) The unrealized loss on derivatives is the mark-to-market adjustment on the diesel fuel contracts.

(i) The gains relate to the forgiveness of the annual principal payments of the economic development loan. For further discussion, see Note 8 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

(j) During the nine months ended September 30, 2013, we recorded income of $2.0 million related to the collection of duty and value-added tax refunds associated with equipment purchased at one of our wholly-owned Chinese subsidiaries. See further discussion in “Part II — Other Information — Item 1. Legal Proceedings — Value-Added Tax Receivable.” In addition, we recorded a $0.1 million tax reserve related to the collectability of value-added tax refunds at one of our Mexican subsidiaries.

(k) We incurred costs related to potential merger and acquisition activities that were non-operating in nature.

Covenant Compliance

The Senior Secured Credit Facilities require us to maintain a minimum interest coverage ratio and a maximum senior secured leverage ratio and set a maximum level of capital expenditures. The financial ratios are calculated on a trailing four consecutive quarters basis and capital expenditures are measured on a fiscal year basis. As of September 30, 2014, we were in compliance with all covenants.

Liquidity and Capital Resources

Historical Cash Flows

Nine Months Ended September 30, 2014

Net Cash Used in Operating Activities

Net cash used in operating activities was $36.4 million. Profits, before deducting depreciation and amortization, trademark impairment loss and other non-cash items, generated cash of $18.7 million.

We used cash of $37.4 million for operating working capital. Operating working capital is defined as accounts receivable, inventories, related party receivables, net and accounts payable. Related party receivables, net consist primarily of trade amounts receivable from FRAM Group for filtration products we sell in the normal course of business as a result of our manufacturing arrangements and expense recharges. Increases in inventories and related party receivables, net resulted in the use of cash of $31.3 million and $6.6 million, respectively. The increase in inventories was primarily due to the build of safety-stock inventory associated with ongoing manufacturing footprint optimization activities in our fuel delivery systems and filtration product lines, higher inventory requirements in our cooling systems product line to meet OEM order requirements and timing of shipment of new product roll-out inventory in our vehicle electronics and fuel delivery systems product lines. The increase in the related party receivables, net was primarily from the timing of payments for related party filtration sales to FRAM Group. A decrease in accounts payable resulted in the use of cash of $16.1 million. The decrease in accounts payable was due largely to the timing of payments. A decrease in accounts receivable generated $16.6 million of cash. The decrease in accounts receivable was primarily due to lower volumes in our fuel delivery systems product line and higher levels of factored accounts receivable. Changes in all other assets and liabilities netted to a $17.7 million use of cash. This use of cash related primarily to (i) $8.6 million for the timing interest payments on the Senior Notes,

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(ii) $5.5 million for employee benefit plan payments in excess of expense, (iii) a $3.0 million increase in our federal tax receivable, (iv) $1.4 million for litigation settlement payments, (v) $1.0 million for customer returned inventory in transit, (vi) $0.9 million for timing of payments for restructuring related activities and (vii) $0.7 million for the timing of payments for insurance and software license and maintenance fees. These items were partially offset by increases of (i) $3.1 million in customer rebates, credits and discounts due to timing of payments and (ii) $0.5 million from the timing of payments including insurance, professional fees, salary and wages, vacation and bonuses.

Net Cash Used in Investing Activities

Capital expenditures of $27.1 million were used primarily for manufacturing footprint optimization initiatives in our filtration and fuel delivery systems product lines, additional capital investment requirements for long life-cycle OEM contracts and cost savings initiatives. In addition, we received $1.5 million from the sale of property, plant and equipment.

Net Cash Used in Financing Activities

We borrowed $20.0 million under the Senior Secured Revolving Credit Facility and made our required quarterly payments totaling $2.3 million on the Senior Secured Term Loan Facility.

Nine Months Ended September 30, 2013

Net Cash (Used In) Provided by Operating Activities

Net cash used in operating activities was $0.4 million. Profits, before deducting depreciation and amortization and other non-cash items, generated cash of $30.2 million.

We used cash of $29.2 million for operating working capital. Operating working capital is defined as accounts receivable, inventories, related party receivables, net and accounts payable. Related party receivables, net consist primarily of trade amounts receivable from FRAM Group for filtration products we sell in the normal course of business as a result of our manufacturing arrangements and expense recharges. Increases in accounts receivable and inventories resulted in the use of cash of $19.9 million and $7.0 million, respectively. The increase in accounts receivable was primarily due to higher net sales during the three months ended September 30, 2013 compared to the three months ended December 31, 2012 and a decrease in factored accounts receivable as of September 30, 2013 compared to December 31, 2012. The three months ended September 30, 2013 also included a higher percentage of sales to non-factoring customers. The increase in inventories was primarily due to higher inventory requirements in our cooling systems product line to meet OEM order requirements and build of inventory for new product roll-out in our vehicle electronics business. An increase in the related party receivables, net, primarily from the related party filtration sales to FRAM Group and the timing of payments, partially offset by the collection of expense recharges, resulted in a use of cash of $8.8 million. An increase in accounts payable generated cash of $6.5 million. The increase in accounts payable was due largely to the increase in inventories in our vehicle electronics and cooling systems product lines. Changes in all other assets and liabilities netted to a $1.4 million use of cash. This use of cash related primarily to (i) $8.7 million for the timing of interest payments on the Senior Notes, (ii) $2.2 million for pension contributions in excess of pension expense, (iii) $1.4 million for payments for insurance premiums, maintenance, software license fees and other prepaid expenses and (iv) $1.1 million for professional fee payments. These items were partially offset by an increase of (i) $5.7 million in customer rebates and credits due to timing of payments, (ii) a $4.2 million decrease in our federal tax receivable based upon finalization of tax returns and (iii) $2.2 million for the collection of Mexican value-added tax receivables.

Net Cash Used in Investing Activities

Capital expenditures of $25.3 million were used primarily for construction of a new building at our Fond du Lac, Wisconsin facility and cost savings initiatives.

Net Cash Used in Financing Activities

We made debt repayments totaling $2.3 million on the Senior Secured Term Loan Facility, which included a required excess cash flow prepayment of $1.4 million. The excess cash flow payment was applied to the scheduled quarterly amortization payments due March 31, 2013 and June 30, 2013.

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Debt Capitalization

At September 30, 2014 and December 31, 2013, we had $31.8 million and $76.6 million of cash and cash equivalents, respectively. Non-U.S. cash balances at September 30, 2014 and December 31, 2013 were $11.2 million and $16.2 million, respectively. During the nine months ended September 30, 2014, our Spanish subsidiary and one of our Mexican subsidiaries distributed cash dividends of $7.6 million and $1.8 million, respectively, to their U.S. parent companies.

The following table details our debt outstanding as of September 30, 2014 and December 31, 2013 (in millions):

	September 30, 2014			December 31, 2013
Senior Secured Revolving Credit Facility	$	20.0		$	—
Senior Secured Term Loan Facility		288.8			291.0
Senior Notes		400.0			400.0
Capital lease obligations		0.2			0.3
Economic development loan		0.3			0.4
Unamortized original issue discount		(0.4	)		(0.6	)
		708.9			691.1
Less:
Current maturities		23.2			3.2
Long-term debt	$	685.7		$	687.9

Our significant debt service obligation is an important factor when assessing our liquidity and capital resources. At September 30, 2014, given our debt level and borrowing rates, annual interest expense, including amortization of deferred financing costs and debt discount, is $56.1 million. The interest rate on our Senior Secured Credit Facilities is subject to an Adjusted LIBO Rate floor of 1.5%. An increase of 0.25 percentage points (25 basis points) over the Adjusted LIBO Rate floor of 1.5% on our variable interest rate debt would increase our annual interest cost by $0.8 million. A decrease in the variable interest rate would have no impact due to the Adjusted LIBO Rate floor. The one month unadjusted LIBO Rate at September 30, 2014 was 0.154%.

Scheduled Maturities

Below is a schedule of required future repayments of all debt outstanding on September 30, 2014 (in millions).

Remainder of 2014	$	20.8
2015		3.2
2016		3.2
2017		282.1
2018		—
Thereafter		400.0
	$	709.3

Management’s Action Plan and Outlook

Our primary sources of liquidity are cash on hand, cash flow from operations, available borrowing capacity under the Senior Secured Revolving Credit Facility and accounts receivable factoring arrangements.

Accounts Receivable Factoring

Factoring of customer trade accounts receivable is a significant part of our liquidity. Subject to certain limitations, our Senior Secured Credit Facilities permit sales of and liens on receivables, which are being sold pursuant to factoring arrangements. At September 30, 2014, we had factoring relationships arranged by seven customers 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 increase in our utilization of customer factoring programs due to customers negotiating increased payment terms with us, 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. If we were not able to factor accounts receivable, we would have to find other ways to finance these receivables or our liquidity would be reduced by having less cash on hand.

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We sold $330.9 million and $270.5 million of receivables during the nine months ended September 30, 2014 and 2013, respectively. If receivables had not been factored, $308.4 million and $261.1 million of additional receivables would have been outstanding at September 30, 2014 and December 31, 2013, respectively. If we had not factored these receivables, we would have had to finance these receivables in some other way or our liquidity would be reduced by having less cash on hand.

Short-Term and Long-Term Liquidity Outlook

Our wholly-owned subsidiary, UCI International, Inc., is a holding company with no business operations or assets other than the capital stock of UCI. Consequently, UCI International, Inc. is dependent on loans, dividends and other payments from UCI and its subsidiaries to make payments of principal and interest in cash on the Senior Notes and the Senior Secured Credit Facilities. As presently structured, UCI and its subsidiaries are the sole source of cash for the payment of cash interest and principal on the Senior Notes and Senior Secured Credit Facilities, and there is no assurance that the cash for those interest and principal payments will be available. In the future, we may also need to refinance all or a portion of the borrowings under the Senior Secured Credit Facilities 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.

Our ability to make scheduled payments of principal or interest on, or to refinance, our indebtedness or to fund working capital requirements, capital expenditures and other current obligations will depend on our ability to generate cash from operations and from factoring arrangements discussed above. Such cash generation is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Capital expenditures for 2014 are expected to be approximately $38 million including equipment and tooling requirements to accelerate the internal manufacture of high volume parts that are currently being purchased, expenditures related to our OEM contracts and ongoing manufacturing footprint optimization projects. The remaining forecasted capital expenditures primarily represent cost reduction projects and ongoing capital maintenance.

Based on our forecasts, we believe that cash flow from operations, available cash and cash equivalents and available borrowing capacity under the Senior Secured Revolving Credit Facility will be adequate to service debt, meet liquidity needs and fund necessary capital expenditures for the next twelve months.

Cost Sharing and Manufacturing Arrangements with FRAM Group

Autoparts Holdings, an affiliate of Rank Group and ultimately owned by our strategic owner, Mr. Graeme Hart, owns FRAM Group. Although Holdings and Autoparts Holdings are separate legal entities, both are under the common control of Mr. Hart. In addition, our business and FRAM Group are operated by a common senior management team.

Our and FRAM Group’s businesses each include filtration products. As a result, opportunities exist to realize cost savings and operational efficiencies between the two filtration businesses as well as to consolidate a number of administrative functions to reduce the costs of the respective companies. Extensive analysis was conducted to identify initial integration opportunities and additional analysis continues to identify potential further integration opportunities. Actions taken to date have resulted in cost savings benefiting both us and FRAM Group. However, we may not be able to achieve the total anticipated cost savings or purchasing benefits in connection with the cost sharing and manufacturing arrangements with FRAM Group. Such activities inherently involve risks, including those associated with assimilating different business operations, corporate cultures, personnel, infrastructure and technologies or products and increasing the scope, geographic diversity and complexity of our operations. There may be additional costs or liabilities that are not currently anticipated, including unexpected loss of key employees or customers and hiring additional management and other critical personnel. These activities may also be disruptive to our ongoing business and not be successfully perceived by our customers. We cannot be assured we will be successful in these actions or that the two businesses will perform as anticipated.

As a result of our cost sharing and manufacturing arrangements with FRAM Group, certain FRAM Group production was relocated to our filtration manufacturing locations. We and FRAM Group continue to maintain our own customer relationships and continue to supply our own existing customers. Where FRAM Group production has been relocated to our filtration manufacturing

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locations, we manufacture and supply product to FRAM Group in order to meet its customer orders. Where our production has been relocated to FRAM Group’s filtration manufacturing locations, FRAM Group manufactures and supplies product to us in order to meet our customer orders. Product purchase orders are entered into by us and FRAM Group on an arm’s-length basis to document the terms of the sale of product between the two related businesses. Based on current forecasts, we expect to produce approximately 31 million units for FRAM Group in 2014 and FRAM Group is expected to produce approximately 4 million units for us.

Joint Services Agreement

We entered into a Joint Services Agreement (the “JSA”) with Autoparts Holdings. Under the JSA, we and Autoparts Holdings both agreed to purchase certain administrative services from the other party. The JSA had an initial term of one year that is automatically renewed for additional one-year periods unless either party gives written notice to the other party of non-renewal no later than ninety days prior to the end of the initial term or renewal term, as applicable. The JSA may be terminated without cause by either party upon 120 days’ advance written notice to the other party. The JSA may also be terminated for breach or termination of affiliation. The JSA contains representations, warranties and indemnity obligations customary for agreements of this type. At each anniversary to date, the JSA has automatically renewed for additional one-year periods.

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 in “Management’s Action Plan and Outlook” above.

Off Balance Sheet Arrangements

We do not enter into off balance sheet arrangements other than letters of credit and operating leases in the normal course of business.

Disclosure under Section 13(r) of the Exchange Act

We are disclosing the following information pursuant to Section 13(r) of the Exchange Act. SIG Combibloc Group AG (“SIG”) is an indirect subsidiary of Reynolds Group Holdings Limited, the sole indirect owner of which is Mr. Graeme Hart, and thereby an affiliate of Holdings for purposes of this disclosure. SIG has provided us with the following information:

SIG owns 50% of SIG Combibloc Obeikan Company Limited, a Saudi Arabian joint venture (“SIG Obeikan”). A minor portion of SIG Obeikan’s business includes selling carton sleeves to Iran Dairy Industries Co. — Pegah Product Dairy Production (“IDIC”), which are used for packaging milk and other dairy products. IDIC is, to SIG’s knowledge, majority-owned by a pension fund for certain civil servants in Iran and therefore may be indirectly controlled by the government of Iran. For the three and nine months ended September 30, 2014, SIG Obeikan’s gross sales to IDIC were approximately €1.1 million and €2.9 million, respectively, and its net profit from such sales was approximately €0.2 million and €0.8 million, respectively. SIG Obeikan intends to continue this activity.

Recently Adopted Accounting Guidance

See the Recently Adopted Accounting Guidance section of Note 1 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

Recently Issued Accounting Guidance

See the Recently Issued Accounting Guidance section of Note 1 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

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ITEM 3. 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 Euro, Mexican peso, British pound and Chinese yuan. The results of operations of our non-U.S. 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 currencies other than U.S. dollar. In 2013, approximately 9% of our net sales were made by our non-U.S. subsidiaries, and our total non-U.S. net sales represented approximately 18% of our total net sales.

The following table summarizes the potential impact on sales for the year ended December 31, 2013 of a 10% change in the relationship of the U.S. dollar to the foreign currencies of our non-U.S. subsidiaries (in millions):

	2013 Sales		Potential Impact
Euro	$	47.2	$	4.7
Mexican peso		21.6	$	2.2
British pound		14.4	$	1.4
Chinese yuan		6.6	$	0.7

Sales for the year ended December 31, 2013 are not necessarily indicative of sales expected for the year ending December 31, 2014. In particular, our sales denominated in Mexican peso could be significantly impacted by implemented restructuring activities.

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

The following table summarizes the potential impact on net asset values of a 10% change in the relationship of the U.S. dollar to the foreign currencies of our non-U.S. subsidiaries (in millions):

	September 30, 2014 Net Asset Value		Potential Impact
Euro	$	27.1	$	2.7
Mexican peso	$	11.8	$	1.2
British pound	$	0.3	$	—

Currency Transactions

Currency transaction exposure arises when sales and purchases are made by a company in a currency other than its own functional currency. In 2014, we expect to source approximately $113 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. 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. The value of the yuan increased 3.3% during the period January 1, 2012 through September 30, 2014. From January 1, 2014 to September 30, 2014, the value of the Chinese yuan decreased 1.6%.

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Prior to 2012, our Mexican operations sourced a significant amount of inventory from the United States. In 2012, we initiated, and during 2013 we completed, a restructuring plan affecting our Mexican operations, which has resulted in a reduction in the amount of U.S.-sourced inventory purchased by our Mexican operations, thereby reducing our currency exposure risk related to these inventory purchases. A strengthening of the U.S. dollar against the Mexican peso means that our Mexican operations pay more pesos to obtain inventory from the United States. Conversely, a weakening of the U.S. dollar against the Mexican peso means that our Mexican operations pay fewer pesos to obtain inventory from the United States. Between December 31, 2013 and September 30, 2014, the Mexican peso strengthened 3.1% in relation to the U.S. dollar.

In December 2013, we established a $100.0 million, U.S. dollar-denominated, intercompany loan with one of our subsidiaries. A strengthening of the U.S. dollar against the New Zealand dollar means that the equivalent value of the intercompany receivable in New Zealand dollars will increase. Conversely, a weakening of the U.S. dollar against the New Zealand dollar means that the equivalent value of the intercompany receivable in New Zealand dollars will decrease. During the nine months ended September 30, 2014, the value of the New Zealand dollar against the U.S. dollar decreased 10.9% and we recognized non-cash unrealized foreign exchange gains of $5.4 million, which are included in the interim unaudited condensed consolidated statements of comprehensive income (loss) in interest expense, net. A 10% change in the relationship of the U.S. dollar to the New Zealand dollar would result in an $12.8 million potential impact from unrealized foreign exchange gains or losses. For further discussion of the accounting treatment of the foreign currency impact on the intercompany loan see Note 8 to the interim unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

We will continue to monitor our transaction exposure to currency rate changes and in the future may enter into currency forward and option contracts to reduce this exposure, as appropriate. As of September 30, 2014, we had no foreign currency contracts outstanding. We do not engage in speculative activities.

Interest Rate Risk

At September 30, 2014 debt levels and borrowing rates, annual interest expense including amortization of deferred financing costs and debt discount would be $56.1 million. The interest rate on our Senior Secured Credit Facilities is subject to an Adjusted LIBO Rate floor of 1.5%. If variable interest rates were to increase by 0.25% per annum over the Adjusted LIBO Rate floor, the net impact would be a decrease of approximately $0.5 million in our net income and cash flow. A decrease in the variable interest rate would have no impact due to the Adjusted LIBO Rate floor. The one-month unadjusted LIBO Rate at September 30, 2014 was 0.154%.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the appropriate time periods. We, under the supervision of and with the participation of our management, including our principal executive officer and principal financial officer, have evaluated the effectiveness of our disclosure controls and procedures, and we and such officers have concluded that such controls and procedures were adequate and effective as of September 30, 2014.

Changes in Internal Control Over Financial Reporting

There were no changes in internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the period ended September 30, 2014, that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Antitrust Litigation

Starting in 2008, UCI and Champion Laboratories, Inc. (“Champion”) were named as defendants in numerous antitrust complaints originally filed in courts around the country. The complaints alleged that several defendant filter manufacturers engaged in price fixing for aftermarket automotive filters in violation of Section 1 of the Sherman Act and/or state law (collectively, the “U.S. Actions”). Some of these complaints were putative class actions on behalf of all persons that purchased aftermarket filters in the U.S. directly from the defendants, from 1999 to March 8, 2012. Others were putative class actions on behalf of all persons who acquired indirectly aftermarket filters manufactured and/or distributed by one or more of the defendants, from 1999 to March 8, 2012. The complaints sought treble damages, an injunction against future violations, costs and attorney’s fees. Also in 2008, Champion, but not UCI, was named as a defendant in two separate complaints in Ontario and Quebec (the “Ontario Action” and the “Quebec Action”, respectively, and, collectively, the “Canadian Actions”). The complaints included allegations similar to those in the U.S. Actions, and were brought as putative class actions on behalf of all persons in Canada that purchased aftermarket filters directly or indirectly from the defendants.

U.S. Actions

On February 9, 2012, the parties announced that Champion and two other defendants had reached an agreement in principle with all plaintiffs to settle the U.S. Actions. During 2012, the settlement agreement was executed, approved by the court and finalized.

Canadian Actions

In 2008, Champion, but not UCI, was named as one of five defendants in the Quebec Action and as one of 14 defendants in the Ontario Action. The Quebec Action alleges conspiracy violations under the Canadian Competition Act and violations of the obligation to act in good faith related to the sale of aftermarket filters. The Ontario Action alleges civil conspiracy, intentional interference with economic interests, and conspiracy violations under the Canadian Competition Act related to the sale of aftermarket filters.

On September 12, 2013, all defendants executed a settlement agreement with all plaintiffs in the Canadian Actions. The Ontario Court granted preliminary approval of the settlement with respect to the Ontario Action on October 3, 2013, which was recorded and paid by Champion to a trust account for the benefit of the settlement class members in the Canadian Actions during the year ended December 31, 2013. The settlement of the Ontario Action was approved by the court in January 2014. The settlement of the Quebec Action was approved by the court in April 2014.

During each of the three and nine months ended September 30, 2014, we incurred post-trial costs of less than $0.1 million related to the Canadian Actions. During each of the three and nine months ended September 30, 2013, we recorded $0.1 million associated with the Canadian Actions settlement and incurred post-trial costs of $0.1 million related to the Canadian Actions. These amounts are included in the interim unaudited condensed consolidated statements of comprehensive income (loss) in selling, general and administrative.

Patent Litigation

Champion was named as a defendant in a complaint filed by Hengst of North America, Inc. (“Hengst”), on August 23, 2013 in the United States District Court for the District of South Carolina, Columbia Division, pursuant to which Hengst claims that certain of Champion’s products infringe on a Hengst patent. On February 14, 2014, Champion and Hengst reached a settlement of this litigation. The settlement includes the payment of $2.2 million by Champion to Hengst, a license from Hengst to Champion of certain intellectual property in exchange for royalty payments, $0.8 million in rebates granted to Champion for future purchases by Champion of Hengst products and the dismissal with prejudice of this case. As of December 31, 2013, Champion had accrued $2.2 million for the settlement. During the nine months ended September 30, 2014, Champion made scheduled payments of $1.4 million. The remainder of the payments will be $0.2 million to be made on or before July 1 of each year 2015 through 2018.

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Product Recall

In January 2014, we were notified by one of our customers that the customer was recalling certain defective parts manufactured by one of our U.S. subsidiaries. As of September 30, 2014, we had reserves of $0.6 million for the estimated costs of the recall in the interim unaudited condensed consolidated balance sheet, which were recorded as of December 31, 2013. The estimate included costs of replacement parts and labor and other costs associated with the recall. As of September 30, 2014, there have been no claims against Holdings related to this recall.

During the year ended December 31, 2012, we recalled certain defective products manufactured by our Chinese operations and distributed by our Spanish subsidiary. As of September 30, 2014, we had paid $1.0 million (€0.8 million) of costs related to this matter and a remaining accrual of $0.1 million (€0.1 million) is recorded in the interim unaudited condensed consolidated balance sheet. We believe that we have insurance coverage for a significant percentage of the costs related to this matter. As of September 30, 2014, we had filed claims totaling $0.9 million (€0.7 million) with our insurance carrier and received reimbursement for claims and product recall costs totaling $0.9 million (€0.7 million), including $0.2 million (€0.2 million) received during the nine months ended September 30, 2014, under our insurance coverage, which was recorded as a reduction in warranty expenses. No additional provisions for the matter were recorded in the nine months ended September 30, 2014.

Other Litigation

We are 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, we believe that the outcome of any of these currently existing proceedings, even if determined adversely, would not have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed under “Part I, Item 3. Key Information — Risk Factors” in our 2013 Annual Report on Form 20-F, as filed with the SEC on March 4, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UNDER SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

In August 2014, our shareholder has advised that it is undertaking a strategic review of its ownership of our business, as part of a broader strategic review of the commonly-owned automotive aftermarkets businesses (which includes businesses operated by Autoparts Holdings).

The strategic review may result in a decision to sell some or all of those businesses, although no decision has been made at this time to do so.

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ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial information from UCI Holdings Limited’s Quarterly Report on Form 6-K for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at September 30, 2014 and December 31, 2013, (ii) Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2014 and 2013, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013, (iv) Consolidated Statements of Changes in Shareholder’s Equity for the nine months ended September 30, 2014 and 2013, and (v) Notes to the Consolidated Financial Statements.

31

Exhibit 31.1

Rule 13a-14(a) Certification

I, Bruce M. Zorich, certify that:

1. I have reviewed this quarterly report of UCI Holdings Limited;

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 company as of, and for, the periods presented in this report;

4. The company’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company 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 company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this 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 company’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 company’s internal control over financial reporting that occurred during the period covered by the quarterly report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’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 company’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 company’s internal control over financial reporting.

/s/    Bruce M. Zorich

        Bruce M. Zorich

        President and Chief Executive Officer

        Date: November 12, 2014

32

Exhibit 31.2

Rule 13a-14(a) Certification

I, Ricardo F. Alvergue, certify that:

1. I have reviewed this quarterly report of UCI Holdings Limited;

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 company as of, and for, the periods presented in this report;

4. The company’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company 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 company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this 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 company’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 company’s internal control over financial reporting that occurred during the period covered by the quarterly report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’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 company’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 company’s internal control over financial reporting.

/s/    Ricardo F. Alvergue

        Ricardo F. Alvergue

        Chief Financial Officer

        Date: November 12, 2014

33

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of UCI Holdings Limited for the quarter ended September 30, 2014 as furnished with the Securities and Exchange Commission on the date hereof, I, Bruce M. Zorich, as President and Chief Executive Officer of the company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the company.

/s/    Bruce M. Zorich

        Bruce M. Zorich

        President and Chief Executive Officer

        Date: November 12, 2014

34

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of UCI Holdings Limited for the quarter ended September 30, 2014 as furnished with the Securities and Exchange Commission on the date hereof, I, Ricardo F. Alvergue, as Chief Financial Officer of the company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the company.

/s/    Ricardo F. Alvergue

        Ricardo F. Alvergue

        Chief Financial Officer

        Date: November 12, 2014

35

INDEX TO THE FINANCIAL STATEMENTS

	Page
Interim Unaudited Condensed Consolidated Financial Statements of UCI Holdings Limited
Condensed Consolidated Balance Sheets		F-2
Condensed Consolidated Statements of Comprehensive Income (Loss)		F-3
Condensed Consolidated Statements of Cash Flows		F-4
Condensed Consolidated Statements of Changes in Shareholder’s Equity		F-5
Notes to Condensed Consolidated Financial Statements		F-6

F-1

UCI Holdings Limited

Condensed Consolidated Balance Sheets

(in thousands)

	September 30, 2014			December 31, 2013
	(unaudited)			(audited)
Assets
Current assets
Cash and cash equivalents	$	31,819		$	76,619
Accounts receivable, net		204,131			221,872
Related party receivables (Note 11)		24,544			17,179
Inventories (Note 4)		232,926			202,412
Deferred tax assets		31,037			30,256
Assets held for sale (Note 2)		1,355			—
Other current assets		27,329			22,776
Total current assets		553,141			571,114
Property, plant and equipment, net		169,878			168,772
Goodwill		308,614			309,703
Other intangible assets, net (Note 5)		316,724			373,433
Deferred financing costs, net		12,357			14,622
Other long-term assets		1,568			4,115
Total assets	$	1,362,282		$	1,441,759
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	135,624		$	152,052
Current maturities of long-term debt (Note 8)		23,161			3,176
Related party payables (Note 11)		1,331			587
Product returns liability (Note 7)		39,954			42,031
Interest payable		4,458			13,081
Accrued expenses and other current liabilities (Note 6)		59,569			58,665
Total current liabilities		264,097			269,592
Long-term debt, less current maturities (Note 8)		685,696			687,860
Pension and other post-retirement liabilities		57,896			62,256
Deferred tax liabilities		99,316			122,983
Long-term related party payables (Note 11)		361			361
Other long-term liabilities		2,663			2,925
Total liabilities		1,110,029			1,145,977
Contingencies (Note 10)
Shareholder’s equity
Common stock		320,038			320,038
Retained deficit		(52,986	)		(17,485	)
Accumulated other comprehensive loss (Note 14)		(14,799	)		(6,771	)
Total shareholder’s equity		252,253			295,782
Total liabilities and shareholder’s equity	$	1,362,282		$	1,441,759

The accompanying notes are an integral part of these statements.

F-2

UCI Holdings Limited

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net sales
Third party net sales	$	239,544		$	235,030		$	714,351		$	694,740
Related party net sales (Note 11)		11,716			17,061			40,030			55,619
Total net sales		251,260			252,091			754,381			750,359
Cost of sales		219,026			211,976			649,955			630,732
Gross profit		32,234			40,115			104,426			119,627
Operating expenses
Selling, general and administrative		(14,444	)		(20,044	)		(49,147	)		(65,372	)
Amortization of acquired intangible assets		(5,542	)		(5,542	)		(16,637	)		(16,629	)
Restructuring costs, net (Note 2)		(5,823	)		(827	)		(14,200	)		(2,936	)
Trademark impairment loss (Note 5)		—			—			(38,000	)		—
Operating income (loss)		6,425			13,702			(13,558	)		34,690
Other expense
Interest expense, net (Note 8)		(2,074	)		(13,628	)		(35,885	)		(37,766	)
Miscellaneous, net (Note 16)		(2,500	)		(1,329	)		(5,521	)		(1,986	)
Income (loss) before income taxes		1,851			(1,255	)		(54,964	)		(5,062	)
Income tax benefit (expense)		790			(580	)		19,463			(169	)
Net income (loss)		2,641			(1,835	)		(35,501	)		(5,231	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(14,285	)		814			(8,121	)		518
Pension and OPEB liability, net of tax of ($19), ($391), ($57) and ($782)		31			631			93			1,951
Total other comprehensive (loss) income		(14,254	)		1,445			(8,028	)		2,469
Comprehensive loss	$	(11,613	)	$	(390	)	$	(43,529	)	$	(2,762	)

The accompanying notes are an integral part of these statements.

F-3

UCI Holdings Limited

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Nine Months Ended September 30,
	2014			2013
Cash flows from operating activities:
Net loss attributable to equity holder	$	(35,501	)	$	(5,231	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		42,058			39,430
Amortization of deferred financing costs and debt issuance costs		2,490			2,355
(Gain) loss on sale of property, plant and equipment		(44	)		216
Unrealized foreign exchange gains		(5,439	)		—
Trademark impairment loss		38,000			—
Asset impairments		250			760
Deferred income taxes		(22,809	)		(6,439	)
Other non-cash items, net		(301	)		(861	)
Changes in operating assets and liabilities:
Accounts receivable		16,596			(19,831	)
Related party receivables, net		(6,620	)		(8,838	)
Inventories		(31,237	)		(6,994	)
Other current assets		(4,665	)		5,160
Other assets		2,564			(425	)
Accounts payable		(16,104	)		6,481
Accrued expenses and other current liabilities		(11,153	)		(4,776	)
Other long-term liabilities		(4,467	)		(1,372	)
Net cash used in operating activities		(36,382	)		(365	)
Cash flows from investing activities:
Capital expenditures		(27,059	)		(25,286	)
Proceeds from sale of property, plant and equipment		1,494			47
Net cash used in investing activities		(25,565	)		(25,239	)
Cash flows from financing activities:
Revolver borrowings		20,000			—
Debt repayments		(2,303	)		(2,285	)
Net cash provided by (used in) financing activities		17,697			(2,285	)
Effect of exchange rate changes on cash		(550	)		(14	)
Net decrease in cash and cash equivalents		(44,800	)		(27,903	)
Cash and cash equivalents at the beginning of period		76,619			78,917
Cash and cash equivalents at the end of period	$	31,819		$	51,014

The accompanying notes are an integral part of these statements.

F-4

UCI Holdings Limited

Condensed Consolidated Statements of Changes in Shareholder’s Equity (Unaudited)

(in thousands)

	Common Stock		Retained Deficit			Accumulated Other Comprehensive (Loss) Income			Total Equity
Balance at January 1, 2013	$	320,038	$	(5,243	)	$	(43,634	)	$	271,161
Net loss		—		(5,231	)		—			(5,231	)
Other comprehensive income, net of tax		—		—			2,469			2,469
Balance at September 30, 2013	$	320,038	$	(10,474	)	$	(41,165	)	$	268,399
Balance at January 1, 2014	$	320,038	$	(17,485	)	$	(6,771	)	$	295,782
Net loss		—		(35,501	)		—			(35,501	)
Other comprehensive loss, net of tax		—		—			(8,028	)		(8,028	)
Balance at September 30, 2014	$	320,038	$	(52,986	)	$	(14,799	)	$	252,253

The accompanying notes are an integral part of these statements.

F-5

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 1 — GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

UCI Holdings Limited (“Holdings”), an entity domiciled in New Zealand, was incorporated on November 26, 2010 for the purpose of consummating the acquisition of UCI International, Inc., (together with its subsidiaries, “UCI International”). All operations of Holdings are conducted by United Components, Inc. (“UCI”) through its subsidiaries, which is a leading designer, manufacturer and distributor of a broad range of filtration products, fuel delivery and cooling systems products and vehicle electronics products. UCI manufactures and distributes vehicle parts, primarily servicing the vehicle replacement parts market in North America and Europe.

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements include the accounts of Holdings and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements.

The financial statements for the three and nine months ended September 30, 2014 and 2013 are unaudited. In the opinion of management, these financial statements include all adjustments necessary for a fair presentation of the financial position and results of operations for such periods.

The preparation of financial statements in conformity with GAAP 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 the 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 other product returns, insurance reserves, income taxes, pensions and other post-retirement benefits and other factors. Management has exercised reasonableness in deriving these estimates; however, actual results could differ from these estimates.

These financial statements should be read in conjunction with the financial statements and notes thereto included in Holdings’ 2013 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 4, 2014.

Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Comparatives

Certain comparative balances for the three and nine months ended September 30, 2013 have been reclassified to conform to the current method of presentation.

Recently Adopted Accounting Guidance

On January 1, 2014, Holdings adopted the amendments to guidance issued by the FASB on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The amendments require entities to present an unrecognized tax benefit netted against certain deferred tax assets when specific requirements are met. The adoption of this guidance did not have a material impact on the financial position, results of operations or cash flows of Holdings.

F-6

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Recently Issued Accounting Guidance

In August 2014, the FASB issued amendments that provide guidance on disclosure of uncertainties about an entity’s ability to continue as a going concern. Under the new guidance, management will be required to evaluate at every interim and annual reporting period whether conditions or events exist that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, certain disclosure in the financial statements will be required when substantial doubt about the entity’s ability to continue as a going concern exists. These amendments are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2016. Management does not expect the adoption of this guidance to have a material impact on the financial statements of Holdings.

In May 2014, the FASB issued amendments that are a comprehensive new revenue recognition model that require entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. These amendments create common revenue recognition guidance between GAAP and International Financial Reporting Standards. These amendments are effective retrospectively for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption not permitted. Holdings is currently evaluating the new standard.

In April 2014, the FASB issued amendments to change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in a company’s operations and financial results should be reported as discontinued operations, with expanded disclosures. In addition, the new guidance requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify as a discontinued operation. These amendments are effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2014. The guidance applies prospectively to new disposals and new classifications of disposal groups held for sale after the effective date. Management does not expect the adoption of this guidance to have a material impact on the financial statements of Holdings.

NOTE 2 — RESTRUCTURING COSTS, NET

During the three and nine months ended September 30, 2014 and 2013, Holdings incurred costs related to various cost reduction activities which are reported in the interim unaudited condensed consolidated statements of comprehensive income (loss) in restructuring costs, net. The components of restructuring costs, net are as follows (in millions):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Manufacturing and distribution footprint optimization	$	5.6		$	0.2	$	10.8		$	0.4
Severance		—			0.6		3.3			2.0
Impairment of property, plant and equipment		0.3			—		0.3			0.8
Gain on sale of equipment		(0.1	)		—		(0.2	)		—
Curtailment and settlement gains		—			—		—			(0.3	)
	$	5.8		$	0.8	$	14.2		$	2.9

Beginning in 2013, Holdings initiated a manufacturing footprint optimization plan for its fuel delivery systems product line. The plan involved a workforce reduction and outsourcing of production, including relocation of associated equipment, to facilities owned by third-party component suppliers and existing facilities of Holdings’ subsidiaries. The plan was substantially completed by the end of the third quarter of 2014. During the three and nine months ended September 30, 2014, Holdings incurred $0.1 million and $0.3 million, respectively, of costs associated with asset relocation and installation, $0.1 million and $0.7 million, respectively, of manufacturing footprint optimization execution costs and $0.1 million in each period for employee retention costs. During the nine months ended September 30, 2014, Holdings incurred $1.1 million of professional costs associated with the review of the manufacturing footprint for its fuel delivery systems product line and $0.8 million of severance costs associated with the termination of 79 employees.

F-7

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

In December 2013, Holdings approved and announced a plan to close one of its U.S. filtration facilities and transfer the manufacturing capacity, along with associated equipment, to one of Holdings existing U.S. facilities and one facility operated by FRAM Group, the automotive consumer products business of Autoparts Holdings Limited (“Autoparts Holdings”). The facility ceased operations as of July 31, 2014. The plan impacted 232 employees, the majority of which were terminated as of September 30, 2014. Employees were offered termination benefit packages, comprised of severance and medical insurance coverage, contingent on the employees working to the plant closure date or an earlier date at management’s discretion. During the nine months ended September 30, 2014, termination benefits of $1.8 million were recorded. As of September 30, 2014, termination benefits of $0.5 million were accrued and unpaid. In addition, during the three and nine months ended September 30, 2014, Holdings incurred equipment relocation and installation and facility closing and integration costs of $5.3 million and $8.0 million, respectively, recorded an additional impairment loss of $0.3 million to write down equipment to estimated net realizable value and recorded a gain on sale of equipment of $0.1 million. Holdings recorded impairment charges of $1.8 million to write down land, building and equipment to estimated net realizable value in the fourth quarter of 2013. As of September 30, 2014, all equipment that was scheduled to be transferred to other facilities had been relocated and the remaining assets of $1.4 million, including land, building and equipment, were classified as assets held for sale on the interim unaudited condensed consolidated balance sheet.

In addition, during the nine months ended September 30, 2014, Holdings recorded: (i) severance of $0.7 million related to involuntary terminations of employees as part of cost reduction actions and business realignment, (ii) manufacturing footprint optimization costs of $0.5 million related to its filtration product line, (iii) residual closing costs of $0.1 million related to the closure of a China facility in 2013 and (iv) a gain on sale of equipment of $0.1 million associated with its now closed Mexican foundry operations.

During the three and nine months ended September 30, 2013, Holdings recorded severance of $0.5 million and $1.6 million, respectively, related to involuntary terminations of employees as part of cost reduction actions and business realignment within its filtration, vehicle electronics and fuel delivery systems product lines. During the three and nine months ended September 30, 2013, Holdings incurred professional costs of $0.2 million associated with the review of the manufacturing footprint for its fuel delivery systems product line. During the nine months ended September 30, 2013, Holdings recorded $0.1 million for lease termination and asset retirement obligation costs associated with distribution footprint optimization of the filtration product line.

During the nine months ended September 30, 2013, Holdings approved, announced and completed a plan to close the manufacturing operations of one of its Chinese subsidiaries and relocate the manufacturing into one of its existing U.S. facilities. The plan included workforce reductions, facility closures and operations consolidation. The plan impacted 61 employees in China, all of which were terminated as of September 30, 2013. The manufacturing facility was leased and was returned to the landlord in July 2013. The majority of the equipment was relocated to existing U.S. facilities. During the three months ended September 30, 2013, Holdings recorded additional severance costs of $0.1 million. During the nine months ended September 30, 2013, Holdings recorded an impairment charge of $0.5 million to write down certain equipment to estimated net realizable value, severance costs of $0.4 million and other closing costs of $0.1 million.

During the nine months ended September 30, 2013, as part of a 2012 plan to close and relocate excess foundry manufacturing capacity at one of its Mexican operations to China, Holdings recorded an additional impairment charge of $0.3 million to write down land, building and equipment to estimated net realizable value and recognized a previously deferred curtailment gain of $0.3 million related to the Mexican subsidiary’s pension plan at the time the affected employees were terminated in June 2013.

F-8

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The following table summarizes the activity in accrued restructuring reserves, including pension curtailments and settlements, during the nine months ended September 30, 2014 and 2013 (in millions):

	Severance Costs			Asset Impairments			Pension Curtailment and Settlements			Other			Total
Balance at December 31, 2013	$	1.4		$	—		$	—		$	—		$	1.4
Charges		3.3			0.3			—			10.6			14.2
Usage		(4.2	)		(0.3	)		—			(10.6	)		(15.1	)
Balance at September 30, 2014	$	0.5		$	—		$	—		$	—		$	0.5
Balance at December 31, 2012	$	1.3		$	—		$	0.9		$	—		$	2.2
Charges		2.0			0.8			(0.3	)		0.4			2.9
Usage		(2.3	)		(0.8	)		(0.5	)		(0.4	)		(4.0	)
Balance at September 30, 2013	$	1.0		$	—		$	0.1		$	—		$	1.1

The severance and pension curtailment and settlements accruals are included in the interim unaudited condensed consolidated balance sheets in accrued expenses and other current liabilities.

NOTE 3 — SALES OF RECEIVABLES

Holdings has factoring agreements arranged by seven customers with eight banks. Under these agreements, Holdings has the ability to sell undivided interests in certain of its receivables to the banks which in turn have the right to sell an undivided interest to a financial institution or other third party. Holdings enters into these relationships at its discretion as part of its overall customer agreements and cash management activities. Pursuant to these agreements, $113.6 million and $93.1 million of receivables were sold during the three months ended September 30, 2014 and 2013, respectively, and $330.9 million and $270.5 million of receivables were sold during the nine months ended September 30, 2014 and 2013, respectively.

If receivables had not been factored, $308.4 million and $261.1 million of additional receivables would have been outstanding at September 30, 2014 and December 31, 2013, respectively. Holdings retained no rights or interests in the receivables, and has no obligations with respect to the sold receivables. Holdings 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 and accounted for as a loss on sale. These costs were $1.7 million and $1.4 million for the three months ended September 30, 2014 and 2013, respectively, and $4.7 million and $4.0 million for the nine months ended September 30, 2014 and 2013, respectively. These costs are recorded in the interim unaudited condensed consolidated statements of comprehensive income (loss) in miscellaneous, net.

NOTE 4 — INVENTORIES

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

	September 30, 2014		December 31, 2013
Raw materials	$	77.9	$	63.9
Work in process		39.3		34.5
Finished products		115.7		104.0
	$	232.9	$	202.4

F-9

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 5 — OTHER INTANGIBLE ASSETS

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

	Amortizable Life	Weighted Average Remaining Life	September 30, 2014													December 31, 2013
			Gross		Impairment			Accumulated Amortization			Effect of Foreign Currency			Net		Net
Acquired intangibles assets
Customer relationships	10 - 15 years	10 years	$	283.6	$	—		$	(80.7	)	$	(0.8	)	$	202.1	$	219.1
Trademarks	5 years	1 years		0.6		—			(0.4	)		—			0.2		0.2
Trademarks	Indefinite	Indefinite		149.0		(38.0	)		—			—			111.0		149.0
Integrated software system	5 years	1 years		11.0		—			(7.6	)		—			3.4		5.1
			$	444.2	$	(38.0	)	$	(88.7	)	$	(0.8	)	$	316.7	$	373.4

During the nine months ended September 30, 2014, Holdings recorded a trademark impairment loss of $38.0 million related to the indefinite-lived trademark intangible asset of its fuel delivery systems product line. A decision by a customer to change suppliers and a change by another customer from branded to private label products triggered the need to test the carrying value of this indefinite-lived intangible asset. A discounted cash flow calculation was performed reflecting the revised forecasted net sales information. This identified that the estimated recoverable amount was less than the carrying value. The impairment is recorded in the interim unaudited condensed consolidated statements of comprehensive income (loss) in trademark impairment loss.

The aggregate intangible amortization expense recorded in the interim unaudited condensed consolidated statements of comprehensive income (loss) was $6.1 million and $18.3 million for the three and nine months ended September 30, 2014, respectively, and $6.1 million and $18.3 million for the three and nine months ended September 30, 2013, respectively. The estimated amortization expense related to acquired intangible assets and the integrated software system for each of the succeeding five years is as follows (in millions):

	Acquired Intangible Assets		Integrated Software System
Remainder of 2014	$	5.5	$	0.5
2015		22.2		2.2
2016		22.2		0.7
2017		22.1		—
2018		22.1		—

F-10

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 6 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

	September 30, 2014		December 31, 2013
Rebates, credits and discounts due to customers	$	16.9	$	13.8
Taxes payable		9.1		9.4
Insurance		7.3		7.9
Bonuses		6.5		5.5
Salaries and wages		4.4		3.2
Vacation pay		4.0		4.3
Employee benefit plans		2.6		3.7
Professional fees		0.7		1.5
Restructuring reserves		0.5		1.4
Accrued litigation		0.5		1.5
Environmental		0.5		1.0
Other		6.6		5.5
	$	59.6	$	58.7

NOTE 7 — PRODUCT RETURNS LIABILITY

The product return liability is comprised of estimated accruals for parts to be returned under warranty and for parts to be returned because of customer excess quantities. Holdings provides warranties for its products’ performance. Warranty periods vary by part. In addition to returns under warranty, Holdings 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 Holdings does not have a contractual obligation to accept excess quantity returns from all customers, common practice for Holdings and the industry is to accept periodic returns of excess quantities from ongoing customers. If a customer elects to cease purchasing from Holdings and change to another vendor, it is industry practice for the new vendor, and not Holdings, to accept any inventory returns resulting from the vendor change and any subsequent inventory returns. During the nine months ended September 30, 2014, product returns reserves of $1.8 million related to current customers were reduced due to contractual changes, increasing third party and total net sales in the interim unaudited condensed consolidated statements of comprehensive income (loss).

Changes in Holdings’ product returns accrual were as follows (in millions):

	Nine Months Ended September 30,
	2014			2013
Beginning of period	$	42.0		$	46.0
Expenditures		(29.1	)		(30.3	)
Provisions, net		27.1			29.7
End of period	$	40.0		$	45.4

F-11

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 8 — DEBT

Debt is summarized as follows (in millions):

	September 30, 2014			December 31, 2013
Senior Secured Revolving Credit Facility	$	20.0		$	—
Senior Secured Term Loan Facility		288.8			291.0
Senior Notes		400.0			400.0
Capital lease obligations		0.2			0.3
Economic development loan		0.3			0.4
Unamortized original issue discount		(0.4	)		(0.6	)
		708.9			691.1
Less:
Current maturities		23.2			3.2
Long-term debt	$	685.7		$	687.9

Senior Secured Credit Facilities

On January 26, 2011, Holdings, as a guarantor, and UCI International, Inc., as borrower, entered into a $375.0 million senior secured credit facilities agreement (the “Senior Secured Credit Facilities”) comprised of a $300.0 million senior secured term loan facility due July 26, 2017 (the “Senior Secured Term Loan Facility”) and a $75.0 million senior secured revolving credit facility due January 26, 2016 (the “Senior Secured Revolving Credit Facility”). At September 30, 2014, letters of credit issued under the Senior Secured Revolving Credit Facility totaled $6.5 million and outstanding borrowings under the Senior Secured Revolving Credit Facility were $20.0 million, which reduced the availability under the Senior Secured Revolving Credit Facility to $48.5 million. At December 31, 2013, letters of credit issued under the Senior Secured Revolving Credit Facility totaled $7.3 million, which reduced the availability under the Senior Secured Revolving Credit Facility to $67.7 million. At December 31, 2013, there were no borrowings outstanding under the Senior Secured Revolving Credit Facility.

The Senior Secured Credit Facilities contain customary covenants that restrict Holdings and its subsidiaries from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the Senior Secured Credit Facilities. Holdings and its subsidiaries also must comply with a minimum interest coverage ratio covenant, a maximum senior secured leverage ratio covenant and with annual limitations on capital expenditures. In addition, there is an annual excess cash flow prepayment provision. Holdings is required to make mandatory prepayments equal to 50% of Excess Cash Flow (as defined in the Senior Secured Credit Facilities) if the senior secured leverage ratio is greater than 2.0 to 1.0, or 25% of Excess Cash Flow if the senior secured leverage ratio is less than or equal to 2.0 to 1.0. Holdings was not required to make a prepayment based upon the excess cash flow calculation for the year ended December 31, 2013. At September 30, 2014 and December 31, 2013, Holdings and its subsidiaries were in compliance with all applicable covenants.

Senior Notes

On January 26, 2011, UCI International, Inc. issued $400.0 million aggregate principal amount of 8.625% Senior Notes due 2019 (the “Senior Notes”). The Senior Notes are guaranteed on a senior basis by Holdings and certain of its subsidiaries. The Senior Notes bear interest at a rate of 8.625% per annum, and interest is payable semi-annually on February 15 and August 15.

The indenture governing the Senior Notes contains covenants that restrict the ability of Holdings and its subsidiaries to, among other things, incur additional debt or issue disqualified and preferred stock, make certain payments including payment of dividends or redemption of stock, make certain investments, incur certain liens, sell assets, merge or consolidate with other entities, and enter into transactions with affiliates. As of September 30, 2014 and December 31, 2013, Holdings and its subsidiaries were in compliance with all applicable covenants.

F-12

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Economic Development Loan

On September 17, 2012, Wells Manufacturing, L.P. (“Wells”), a wholly-owned indirect subsidiary of Holdings, entered into an economic development loan for $0.5 million with the Fond du Lac County Economic Development Corp. to assist with the expansion of the vehicle electronics facility in Fond du Lac, Wisconsin. This economic development loan has a five-year maturity with annual principal payments of $0.1 million and bears interest at 2.0% per annum. Both principal and interest payments are due annually on October 1, commencing October 1, 2013. The economic development loan contains a provision that in the event the vehicle electronics business meets and maintains certain employee headcount and wage requirements, measured on an annual basis, all or a portion of the principal and interest due will be forgiven. As of September 30, 2014 and 2013, Wells met the requirements set forth above for both the first and second annual principal and interest payments and received debt forgiveness in the amount of $0.1 million each for the payments due October 1, 2014 and 2013. The debt forgiveness is recorded as a gain in miscellaneous, net in the interim unaudited condensed consolidated statements of comprehensive income (loss).

Future repayments

Below is a schedule of required future repayments of all debt outstanding on September 30, 2014 (in millions).

Remainder of 2014	$	20.8
2015		3.2
2016		3.2
2017		282.1
2018		—
Thereafter		400.0
	$	709.3

Interest expense, net

The following table provides the detail of net interest expense for the respective periods (in millions). Capitalized interest was less than $0.1 million and $0.1 million for the three months ended September 30, 2014 and 2013, respectively, and $0.1 million and $0.6 million for the nine months ended September 30, 2014 and 2013, respectively.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Interest expense
Senior Secured Revolving Credit Facility	$	0.1		$	—	$	0.1		$	—
Senior Secured Term Loan Facility		4.1			4.1		12.1			12.2
Senior Notes		8.7			8.7		25.9			25.9
Other		0.2			0.2		0.8			0.3
Amortization
Debt issue costs
Senior Secured Term Loan Facility		0.2			0.2		0.9			0.8
Senior Notes		0.5			0.4		1.1			1.0
Senior Secured Revolving Credit Facility		0.1			0.1		0.3			0.3
Original issue discounts		—			—		0.2			0.2
Unrealized foreign exchange gains		(11.8	)		—		(5.4	)		—
Total interest expense		2.1			13.7		36.0			40.7
Interest income		—			—		(0.1	)		(2.9	)
Interest expense, net	$	2.1		$	13.7	$	35.9		$	37.8

F-13

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

In December 2013, Holdings established a $100.0 million, U.S. dollar-denominated, intercompany loan with one of its U.S. subsidiaries. The non-cash unrealized foreign exchange gains arose from a strengthening of the U.S. dollar against the New Zealand dollar. The intercompany loan is eliminated upon consolidation, but in accordance with GAAP the impact of currency exchange rate fluctuations is recorded in interest expense, net in the interim unaudited condensed consolidated statements of comprehensive income (loss).

During the nine months ended September 30, 2013, one of Holdings’ Mexican subsidiaries received refund payments related to value-added tax receivables. The refunds received included $2.8 million of interest income which is recorded in interest expense, net in the interim unaudited condensed consolidated statements of comprehensive income (loss).

NOTE 9 — EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans

The following are the components of net periodic pension expense (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Service cost	$	0.1		$	0.2		$	0.5		$	0.6
Interest cost		3.3			2.9			9.8			8.8
Expected return on plan assets		(3.8	)		(4.0	)		(11.3	)		(12.0	)
Amortization of prior service costs and unrecognized loss		—			0.9			—			2.8
Curtailment and settlement gains recognized		—			—			—			(0.3	)
	$	(0.4	)	$	—		$	(1.0	)	$	(0.1	)

Other Post-retirement Benefits

The following are the components of net periodic other post-retirement expense (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Service cost	$	0.1	$	0.1	$	0.3	$	0.4
Interest cost		0.2		0.1		0.5		0.4
Amortization of prior service costs and unrecognized loss		—		0.1		0.1		0.2
	$	0.3	$	0.3	$	0.9	$	1.0

NOTE 10 — CONTINGENCIES

Insurance Reserves

Holdings purchases insurance policies for workers’ compensation, automobile and product and general liability. These policies include high deductibles for which Holdings 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 Holdings is responsible are included in the interim unaudited condensed consolidated balance sheets in accrued expenses and other current liabilities. Holdings’ self-insured insurance reserves, including group medical insurance reserves, were $7.3 million and $7.9 million as of September 30, 2014 and December 31, 2013, respectively.

F-14

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Environmental

Holdings is subject to a variety of federal, state, local and foreign environmental, health and safety 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 International or its predecessors have been identified as a potentially responsible party, or is otherwise currently responsible, for contamination at five sites, including a former facility in Edison, New Jersey (the “New Jersey Site”), and at a previously owned site in Solano County, California (the “California Site”). Both sites involve the investigation of chlorinated solvent contamination. 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 $1.0 million accrued at September 30, 2014 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 the results of operations for a single quarter.

In addition to the two matters discussed above, UCI International or its predecessors have been named as a potentially responsible party at a third-party waste disposal site in Calvert City, Kentucky, a former manufacturing site and at an EPA Superfund site in Mayville, Wisconsin. On April 15, 2014, Holdings reached a settlement agreement for the Mayville, Wisconsin site for less than $0.1 million which was paid on April 16, 2014. As of September 30, 2014, UCI International had reserves of $0.1 million for settlement and remediation costs of the Calvert City, Kentucky and the former manufacturing site, the majority of which is anticipated to be spent in the next year.

As of September 30, 2014, environmental liability accruals of $0.5 million and $0.6 million are recorded in accrued expenses and other current liabilities and other long-term liabilities, respectively, in the interim unaudited condensed consolidated balance sheets. As of December 31, 2013, environmental liability accruals of $1.0 million and $0.5 million are recorded in accrued expenses and other current liabilities and other long-term liabilities, respectively, in the interim unaudited condensed consolidated balance sheets.

Antitrust Litigation

Starting in 2008, UCI and Champion Laboratories, Inc. (“Champion”) were named as defendants in class actions on behalf of all persons that purchased aftermarket filters in the U.S. directly from the defendants, from 1999 to March 8, 2012. Others actions were putative class actions on behalf of all persons who acquired indirectly aftermarket filters manufactured and/or distributed by one or more of the defendants, from 1999 to March 8, 2012. The complaints (collectively, the “U.S. Actions”) sought treble damages, an injunction against future violations, costs and attorney’s fees. Also in 2008, Champion, but not UCI, was named as a defendant in two separate complaints in Ontario and Quebec (the “Ontario Action” and the “Quebec Action”, respectively, and, collectively, the “Canadian Actions”). The complaints included allegations similar to those in the U.S. Actions, and were brought as putative class actions on behalf of all persons in Canada that purchased aftermarket filters directly or indirectly from the defendants.

U.S. Actions

On February 9, 2012, the parties announced that Champion and two other defendants had reached an agreement in principle with all plaintiffs to settle the U.S. Actions. During 2012, the settlement agreement was executed, approved by the court, paid and finalized.

Canadian Actions

In 2008, Champion, but not UCI, was named as one of five defendants in the Quebec Action and as one of 14 defendants in the Ontario Action. The Quebec Action alleges conspiracy violations under the Canadian Competition Act and violations of the obligation to act in good faith related to the sale of aftermarket filters. The Ontario Action alleges civil conspiracy, intentional interference with economic interests, and conspiracy violations under the Canadian Competition Act related to the sale of aftermarket filters.

On September 12, 2013, all defendants executed a settlement agreement with all plaintiffs in the Canadian Actions. The Ontario Court granted preliminary approval of the settlement with respect to the Ontario Action on October 3, 2013, which was recorded and

F-15

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

paid by Champion to a trust account for the benefit of the settlement class members in the Canadian Actions during the year ended December 31, 2013. The settlement of the Ontario Action was approved by the court in January 2014. The settlement of the Quebec Action was approved by the court in April 2014.

During each of the three and nine months ended September 30, 2014, Holdings incurred post-trial costs of less than $0.1 million related to the Canadian Actions. During each of the three and nine months ended September 30, 2013, Holdings recorded $0.1 million associated with the Canadian Actions settlement and incurred post-trial costs of $0.1 million related to the Canadian Actions. These amounts are included in selling, general and administrative in the interim unaudited condensed consolidated statements of comprehensive income (loss).

Patent Litigation

Champion was named as a defendant in a complaint filed by Hengst of North America, Inc. (“Hengst”), on August 23, 2013 in the United States District Court for the District of South Carolina, Columbia Division, pursuant to which Hengst claims that certain of Champion’s products infringe on a Hengst patent. On February 14, 2014, Champion and Hengst reached a settlement of this litigation. The settlement includes the payment of $2.2 million by Champion to Hengst, a license from Hengst to Champion of certain intellectual property in exchange for royalty payments, $0.8 million in rebates granted to Champion for future purchases by Champion of Hengst products and the dismissal with prejudice of this case. As of December 31, 2013, Champion had accrued $2.2 million for the settlement. During the nine months ended September 30, 2014, Champion made scheduled payments of $1.4 million. The remainder of the payments will be $0.2 million to be made on or before July 1 of each year 2015 through 2018.

Product Recall

In January 2014, Holdings was notified by one of its customers that the customer was recalling certain defective parts manufactured by one of Holdings’ U.S. subsidiaries. As of September 30, 2014, Holdings had reserves of $0.6 million for the estimated costs of the recall in the interim unaudited condensed consolidated balance sheets, which were recorded as of December 31, 2013. The estimate included costs of replacement parts and labor and other costs associated with the recall. As of September 30, 2014, there have been no claims against Holdings related to this recall.

During the year ended December 31, 2012, Holdings recalled certain defective products manufactured by its Chinese operations and distributed by its Spanish subsidiary. As of September 30, 2014, Holdings had paid $1.0 million (€0.8 million) of costs related to this matter and a remaining accrual of $0.1 million (€0.1 million) is recorded in the interim unaudited condensed consolidated balance sheet. Holdings believes that it has insurance coverage for a significant percentage of the costs related to this matter. As of September 30, 2014, Holdings has filed claims totaling $0.9 million (€0.7 million) with its insurance carrier and received reimbursement for claims and product recall costs totaling $0.9 million (€0.7 million), including $0.2 million (€0.2 million) received during the nine months ended September 30, 2014, under its insurance coverage, which was recorded as a reduction in warranty expenses. No additional provisions for this matter were recorded in the nine months ended September 30, 2014.

Other Litigation

Holdings 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, Holdings believes that the outcome of any of these currently existing proceedings, even if determined adversely, would not have a material adverse effect on its financial condition or results of operations.

F-16

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 11 — RELATED PARTY TRANSACTIONS

Holdings has entered into agreements of indemnification for the benefit of the directors and officers of certain subsidiaries of Holdings, including UCI International, Inc. and the guarantors of the Senior Notes and the Senior Secured Credit Facilities.

The immediate parent of Holdings is UCI Holdings (No.1) Limited and the ultimate controlling entity is UCI Holdings (No.2) Limited. The ultimate sole shareholder of Holdings is Mr. Graeme Hart.

In addition to the related party transactions discussed below, from time to time, Holdings enters into other transactions with affiliates which are not material to Holdings or its affiliates.

During the three and nine months ended September 30, 2014 and 2013, Holdings undertook a number of transactions with the following related party entities under the common ultimate control of Mr. Graeme Hart:

• Autoparts Holdings

• Rank Group Limited

• Reynolds Group Holdings Limited

	Transaction values												Balance outstanding as of
In millions	Three Months Ended September 30, 2014			Three Months Ended September 30, 2013			Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013			September 30, 2014			December 31, 2013
Related Party Receivables
Autoparts Holdings
Recharges (credit) of services (a)	$	(1.7	)	$	(0.5	)	$	(4.3	)	$	3.1		$	(2.7	)	$	(2.3	)
Joint services agreement		2.6			1.8			7.6			4.9			6.1			0.4
Sale of goods		11.7			17.1			40.0			55.6			22.7			20.0
Asset (purchase) sales		0.3			—			0.6			—			0.3			(0.1	)
Purchase of goods		(1.3	)		(0.4	)		(3.1	)		(1.1	)		(1.9	)		(0.7	)
State income taxes		—			—			—			—			—			(0.1	)
														24.5			17.2
Related Party Payables
Autoparts Holdings
Purchase of goods		0.4			0.3			0.6			1.0			0.5			0.4
Rank Group
Recharges of professional fees (b)		0.8			—			0.8			—			0.8			—
Reynolds Group Holdings Limited
Recharges of services		—			0.2			—			0.7			—			0.2
Long-Term Related Party Payables														1.3			0.6
Autoparts Holdings
Deferred income taxes		—			—			—			—			0.4			0.4

Unless otherwise disclosed below, the nature and terms of all related party transactions and repayment terms are the same as disclosed in Holdings’ annual financial statements for the year ended December 31, 2013.

(a) During the three months ended September 30, 2014 and 2013, Holdings received total credits of $1.7 million and incurred costs of $0.6 million, respectively, and during the nine months ended September 30, 2014 and 2013, Holdings received total credits of $4.3 million and incurred costs of $9.9 million, respectively, related to the implementation of the cost sharing and manufacturing arrangements with FRAM Group, business optimization costs (mainly professional fees for various cost saving projects) and to accelerate the manufacture of parts for new model cars previously sourced from external vendors. The amounts in the table are for FRAM Group’s share of these credits and costs.

F-17

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(b) The professional fees are related to evaluating strategic opportunities including potential merger and acquisition and capital structure activities that are non-operating in nature.

NOTE 12 — GEOGRAPHIC INFORMATION

Net sales by region were as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
United States	$	204.4	$	205.5	$	610.6	$	621.4
Canada		11.0		9.0		33.0		24.6
Mexico		9.7		11.5		30.7		26.3
Germany		4.2		3.1		11.3		8.0
France		3.5		3.2		11.0		10.4
United Kingdom		2.8		4.0		9.1		12.0
China		2.8		3.0		8.2		7.5
Spain		1.9		2.5		5.6		5.8
Other		11.0		10.3		34.9		34.3
	$	251.3	$	252.1	$	754.4	$	750.3

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

	September 30, 2014		December 31, 2013
United States	$	730.6	$	791.4
China		50.4		49.5
Spain		18.1		20.5
Mexico		9.1		8.2
Other		0.9		1.0
	$	809.1	$	870.6

NOTE 13 — 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) Holdings’ 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 Holdings’ estimates and assumptions, which reflect those that market participants would use when valuing an asset or liability

F-18

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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

Assets measured at fair value on a non-recurring basis

During the three and nine months ended September 30, 2014, as part of the filtration manufacturing footprint optimization restructuring discussed in Note 2, certain assets were adjusted to their fair values. During the nine months ended September 30, 2014, Holdings recorded an impairment loss related to the indefinite-lived intangible of its fuel delivery systems product line. See Note 5 for a more detailed discussion. During the nine months ended September 30, 2013, as part of the manufacturing and distribution footprint optimization restructuring discussed in Note 2, certain assets were adjusted to their fair values.

Commodity price risk management

Exposure to market risk for commodity prices can result in changes in the cost of production. When possible, this risk is mitigated through the use of long-term, fixed-price contracts with suppliers. On January 13, 2014, Holdings entered into a commodity-based derivative financial instrument to acquire 205,800 gallons of diesel fuel ratably during the period February 1, 2014 through January 31, 2015. In addition, on March 19, 2014, April 2, 2014 and July 17, 2014, Holdings entered into commodity-based derivative financial instruments to acquire a total of 205,860 gallons of diesel fuel ratably during the period January 1, 2015 through December 31, 2015. Holdings entered into the contracts to commercially hedge the cost of diesel fuel and did not enter into the contracts for speculative purposes. Holdings elected not to document and account for the contracts as effective hedges for accounting purposes, but rather as financial instruments. The cost of entering into the contracts was nil. Changes in the market values of the fuel hedge contracts are recognized as a component of cost of sales in the interim unaudited condensed consolidated statements of comprehensive income (loss). During both the three and nine months ended September 30, 2014, the unrealized losses on these contracts were $0.1 million.

Fair value of financial instruments

Cash and cash equivalents — The carrying amount of cash equivalents approximates fair value because the original maturity was 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 amount of these borrowings equals fair value because their interest rates reflect current market rates.

Long-term debt — The fair value of the Senior Notes was $390.0 million and $406.0 million at September 30, 2014 and December 31, 2013, respectively. The estimated fair value of these notes was based on recent trades, as reported by a third party bond pricing service. Due to the infrequency of trades of these notes, these inputs are considered to be Level 2 inputs.

The fair value of the Senior Secured Term Loan Facility was $289.4 million and $291.0 million at September 30, 2014 and December 31, 2013, respectively. The estimated fair value of borrowings under the Senior Secured Term Loan Facility was based on the bid/ask prices, as reported by a third party bond pricing service. Due to the infrequency of trades, this input is considered to be a Level 2 input.

The fair value of the borrowings under the Senior Secured Revolving Credit Facility was $20.0 million at September 30, 2014. The fair value of these borrowings equals their carrying value because of their short outstanding terms.

The fair value of the economic development loan was $0.3 million and $0.4 million at September 30, 2014 and December 31, 2013, respectively. Since there is no ready market for this type of loan, discounted cash flows were used taking into consideration bond ratings and LIBOR futures. These inputs are considered to be Level 2 inputs.

F-19

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The estimated fair values of the fuel contracts at September 30, 2014 were less than $0.1 million and the changes in the fair values were recorded as components of cost of sales in the interim unaudited condensed consolidated statement of comprehensive income (loss). The estimated fair values of the fuel contracts were based on information provided by an independent third party who participates in the trading market for financial instruments similar to the fuel contracts. Due to the infrequency of trades of similar financial instruments, this input is considered to be Level 2 input.

NOTE 14 — ACCUMULATED OTHER COMPREHENSIVE LOSS

The table below presents the changes in accumulated other comprehensive income (loss) by component for the following periods:

	Nine Months Ended September 30,
	2014			2013
Foreign currency translation
Beginning of period	$	(1.5	)	$	(2.8	)
Net gain (loss) on foreign currency translation		(8.1	)		0.5
End of period		(9.6	)		(2.3	)
Pension and other post-retirement benefits
Beginning of period		(5.3	)		(40.8	)
Amortization of unrecognized loss included in net loss, net of tax (a)		0.1			1.9
End of period		(5.2	)		(38.9	)
Total accumulated other comprehensive loss	$	(14.8	)	$	(41.2	)

(a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension expense and net periodic post-retirement expense (see Note 9 for additional details).

NOTE 15 — OTHER INFORMATION

Cash payments

Cash payments for interest and income taxes (net of refunds) were as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Interest	$	21.7	$	21.6	$	47.7	$	47.6
Income taxes (net of refunds)	$	2.3	$	0.4	$	4.0	$	2.4

Non-U.S. cash

Holdings has its bank accounts with a relatively small number of high quality financial institutions. Substantially all of the cash and cash equivalents, including cash balances at non-U.S. subsidiaries, at September 30, 2014 and December 31, 2013, were uninsured. Holdings’ non-U.S. subsidiaries had cash balances of $11.2 million and $16.2 million at September 30, 2014 and December 31, 2013, respectively. During the nine months ended September 30, 2014, Holdings’ Spanish subsidiary and one of its Mexican subsidiaries distributed cash dividends of $7.6 million and $1.8 million, respectively, to their U.S. parent companies.

F-20

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Income tax matters

During the three months ended September 30, 2014, Holdings recorded an income tax benefit of $0.8 million, or a negative 44.4% effective tax rate, on a pre-tax income of $1.8 million. The effective tax rate differs from the U.S. federal statutory rate principally due to provision of U.S. deferred income tax expense on undistributed earnings of Holdings’ Spanish subsidiary, valuation allowances against certain deferred tax assets and withholding taxes on dividend distributions from Holdings’ Spanish subsidiary, partially offset by non-U.S. tax rate differences and state income taxes. During the nine months ended September 30, 2014, Holdings recorded an income tax benefit of $19.5 million, or a 35.5% effective tax rate, on a pre-tax loss of $55.0 million. The effective tax rate differs from the U.S. federal statutory rate principally due to by non-U.S. tax rate differences, state income taxes and an adjustment from the resolution of transfer price assessments at one of Holdings’ Chinese subsidiaries between the U.S. and China tax authorities, partially offset by provision of U.S. deferred income tax expense on undistributed earnings of Holdings’ Spanish subsidiary, valuation allowances against certain deferred tax assets and withholding taxes on dividend distributions from Holdings’ Spanish subsidiary.

During the three months ended September 30, 2013, Holdings recorded income tax expense of $0.5 million, or a negative 38.5% effective tax rate, on a pre-tax loss of $1.3 million. The effective tax rate differs from the U.S. federal statutory rate principally due to provision of U.S. deferred income tax expense on undistributed earnings of a Spanish subsidiary, withholding taxes on a dividend distribution from a Spanish subsidiary and income tax expense associated with reversal of the permanent manufacturing deduction, offset in part by provision to return adjustments, state income taxes and research and development credits. During the nine months ended September 30, 2013, Holdings recorded income tax expense of $0.1 million, or a negative 2.0% effective tax rate, on a pre-tax loss of $5.1 million. The effective tax rate differs from the U.S. federal statutory rate principally due to provision of U.S. deferred income tax expense on undistributed earnings of a Spanish subsidiary and withholding taxes on dividend distributions from a Spanish subsidiary, in part offset by research and development credits, foreign tax rate differences, state income taxes and provision to return adjustments.

Concentrations of risk

Holdings sells vehicle parts to a wide base of customers primarily in the automotive aftermarket. Holdings has outstanding receivables owed by these customers and to date has experienced no significant collection problems. For the nine months ended September 30, 2014, sales to three customers, AutoZone, Inc. (“AutoZone”), General Motors Company (“GM”) and Advance Stores Company, Inc. (“Advance”), accounted for 26.8%, 14.5% and 10.4% of total net sales, respectively. For the nine months ended September 30, 2013, sales to a single customer, AutoZone, accounted for 29.0% of total net sales. No other customer accounted for more than 10% of total net sales for the nine months ended September 30, 2014 and 2013. At September 30, 2014 and December 31, 2013, the receivable balances from AutoZone were $96.9 million and $129.1 million, respectively. At September 30, 2014 and December 31, 2013, the receivable balances from GM were $20.4 million and $17.6 million, respectively. At September 30, 2014 the receivable balance from Advance was $13.1 million.

Capital stock

At both September 30, 2014 and December 31, 2013, there were 1,002 ordinary shares of Holdings authorized, issued and outstanding.

NOTE 16 — MISCELLANEOUS, NET

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Costs associated with the sale of receivables	$	1.7		$	1.4		$	4.7		$	4.0
Strategic review costs		0.9			—			0.9			—
Debt forgiveness		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Value-added tax refunds		—			—			—			(1.9	)
Other expense, net	$	2.5		$	1.3		$	5.5		$	2.0

F-21

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

In August 2014, Holdings’ shareholder advised that it is undertaking a strategic review of its ownership of the business, as part of a broader strategic review of the commonly-owned automotive aftermarkets businesses (which includes businesses operated by Autoparts Holdings). The review may result in a decision to sell some or all of the business, although no decision has been made at this time to do so.

NOTE 17 — SUBSEQUENT EVENTS

On October 14, 2014, Holdings sold land and building with a net book value of $1.1 million and classified as assets held for sale on its interim unaudited condensed consolidated balance sheet to Rank Group North America, Inc., a company related by common ultimate control, for proceeds of $2.5 million, being the fair value of the land and building.

On October 31, 2014, Holdings repaid $10.0 million of the Senior Secured Revolving Credit Facility.

NOTE 18 — GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS

Certain of Holdings’ subsidiaries have guaranteed UCI International, Inc.’s obligations under the Senior Notes described in Note 8.

The condensed financial information that follows includes condensed financial statements for (a) Holdings, which is the parent of UCI International, Inc. and a guarantor of the Senior Notes, (b) UCI International, Inc., which is the issuer of the Senior Notes, (c) certain of the U.S. subsidiaries which guarantee the Senior Notes (the “Guarantor Subsidiaries”), (d) the non-U.S. subsidiaries and certain U.S. subsidiaries which do not guarantee the Senior Notes (the “Non-Guarantor Subsidiaries”), and (e) consolidated Holdings. Also included are consolidating entries, which principally consist of eliminations of investments in consolidated subsidiaries and intercompany balances and transactions.

Separate financial statements of the Guarantor Subsidiaries are not presented because their guarantees are full and unconditional and joint and several.

F-22

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Condensed Consolidating Balance Sheet (Unaudited)

September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated		Eliminations			Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries		Non- Guarantor Subsidiaries
Assets
Current assets
Cash and cash equivalents	$	31,819	$	—		$	15	$	12,626		$	7,972	$	11,206
Intercompany receivables — current		—		(237,834	)		1,567		173,090			35,536		27,641
Accounts receivable, net		204,131		—			—		—			183,674		20,457
Related party receivables		24,544		—			—		—			24,544		—
Inventories		232,926		—			—		—			200,781		32,145
Asset held for sale		1,355		—			—		—			1,355		—
Deferred tax assets		31,037		—			—		1,466			28,097		1,474
Other current assets		27,329		—			59		2,330			17,946		6,994
Total current assets		553,141		(237,834	)		1,641		189,512			499,905		99,917
Property, plant and equipment, net		169,878		—			—		—			124,835		45,043
Investment in subsidiaries		—		(907,427	)		153,404		645,010			109,013		—
Goodwill		308,614		—			—		—			278,570		30,044
Other intangible assets, net		316,724		—			—		—			310,754		5,970
Intercompany receivables — non-current		—		(100,005	)		100,000		—			5		—
Deferred financing costs, net		12,357		—			—		12,357			—		—
Other long-term assets		1,568		—			—		—			773		795
Total assets	$	1,362,282	$	(1,245,266	)	$	255,045	$	846,879		$	1,323,855	$	181,769
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	135,624	$	—		$	—	$	—		$	112,621	$	23,003
Current maturities of long-term debt		23,161		—			—		23,000			159		2
Related party payables		1,331		—			761		—			—		570
Intercompany payables — current		—		(237,834	)		—		730			204,637		32,467
Product returns liability		39,954		—			—		—			39,400		554
Interest payable		4,458		—			—		4,458			—		—
Accrued expenses and other current liabilities		59,569		—			2,031		(3,135	)		50,859		9,814
Total current liabilities		264,097		(237,834	)		2,792		25,053			407,676		66,410
Long-term debt, less current maturities		685,696		—			—		685,354			316		26
Long-term related party payables		361		—			—		—			361		—
Pension and other post-retirement liabilities		57,896		—			—		—			57,091		805
Deferred tax liabilities		99,316		—			—		(16,932	)		111,724		4,524
Intercompany payables — non-current		—		(100,005	)		—		—			100,000		5
Other long-term liabilities		2,663		—			—		—			1,677		986
Total shareholder’s equity (deficit)		252,253		(907,427	)		252,253		153,404			645,010		109,013
Total liabilities and shareholder’s equity (deficit)	$	1,362,282	$	(1,245,266	)	$	255,045	$	846,879		$	1,323,855	$	181,769

F-23

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Condensed Consolidating Balance Sheet

December 31, 2013

(in thousands)

	UCI Holdings Limited Consolidated		Eliminations			Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries		Non- Guarantor Subsidiaries
Assets
Current assets
Cash and cash equivalents	$	76,619	$	—		$	1	$	3,026		$	57,407	$	16,185
Intercompany receivables — current		—		(237,446	)		—		191,260			25,594		20,592
Accounts receivable, net		221,872		—			—		—			203,577		18,295
Related party receivables		17,179		—			—		—			17,179		—
Inventories, net		202,412		—			—		—			173,253		29,159
Deferred tax assets		30,256		—			—		1,456			27,887		913
Other current assets		22,776		—			—		2,156			14,619		6,001
Total current assets		571,114		(237,446	)		1		197,898			519,516		91,145
Property, plant and equipment, net		168,772		—			—		—			125,462		43,310
Investment in subsidiaries		—		(966,882	)		195,733		671,628			99,521		—
Goodwill		309,703		—			—		—			278,569		31,134
Other intangible assets, net		373,433		—			—		—			366,333		7,100
Intercompany receivables non-current		—		(105,071	)		100,066		—			5,005		—
Deferred financing costs, net		14,622		—			—		14,622			—		—
Other long-term assets		4,115		—			—		—			3,344		771
Total assets	$	1,441,759	$	(1,309,399	)	$	295,800	$	884,148		$	1,397,750	$	173,460
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	152,052	$	—		$	—	$	—		$	119,775.0	$	32,277.0
Current maturities of long-term debt		3,176		—			—		3,000			176		—
Related party payables		587		—			17		—			191		379
Intercompany payables — current		—		(237,446	)		—		1,317			213,079		23,050
Product returns liability		42,031		—			—		—			41,758		273
Interest payable		13,081		—			—		13,081			—		—
Accrued expenses and other current liabilities		58,665		—			1		800			51,773		6,091
Total current liabilities		269,592		(237,446	)		18		18,198			426,752		62,070
Long-term debt, less current maturities		687,860		—			—		687,379			461		20
Long-term related party payables		361		—			—		—			361		—
Pension and other post-retirement liabilities		62,256		—			—		—			61,448		808
Deferred tax liabilities		122,983		—			—		(17,162	)		135,140		5,005
Intercompany payables — non-current		—		(105,071	)		—		—			100,066		5,005
Other long-term liabilities		2,925		—			—		—			1,894		1,031
Total shareholder’s equity (deficit)		295,782		(966,882	)		295,782		195,733			671,628		99,521
Total liabilities and shareholder’s equity (deficit)	$	1,441,759	$	(1,309,399	)	$	295,800	$	884,148		$	1,397,750	$	173,460

F-24

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	251,260		$	(38,702	)	$	—		$	—		$	237,354		$	52,608
Cost of sales		219,026			(38,702	)		—			76			211,873			45,779
Gross profit		32,234			—			—			(76	)		25,481			6,829
Operating expenses
Selling, general and administrative		(14,444	)		—			57			(232	)		(12,227	)		(2,042	)
Amortization of acquired intangible assets		(5,542	)		—			—			—			(5,309	)		(233	)
Restructuring costs, net		(5,823	)		—			—			—			(5,801	)		(22	)
Operating income (loss)		6,425			—			57			(308	)		2,144			4,532
Other expense
Interest (expense) income, net		(2,074	)		—			11,799			(13,879	)		(4	)		10
Intercompany interest		—			—			518			5,548			(6,022	)		(44	)
Miscellaneous, net		(2,500	)		—			(916	)		—			(1,550	)		(34	)
Income (loss) before income taxes		1,851			—			11,458			(8,639	)		(5,432	)		4,464
Income tax benefit (expense)		790			—			(1,928	)		3,325			1,176			(1,783	)
Net income (loss) before equity in earnings of subsidiaries		2,641			—			9,530			(5,314	)		(4,256	)		2,681
Equity (deficit) in earnings of subsidiaries		—			5,783			(6,889	)		(1,575	)		2,681			—
Net income (loss)	$	2,641		$	5,783		$	2,641		$	(6,889	)	$	(1,575	)	$	2,681
Comprehensive (loss) income	$	(11,613	)	$	53,619		$	(51,618	)	$	(9,489	)	$	(4,175	)	$	50

F-25

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30, 2013

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	252,091		$	(28,253	)	$	—		$	—		$	236,929		$	43,415
Cost of sales		211,976			(28,253	)		—			—			200,239			39,990
Gross profit		40,115			—			—			—			36,690			3,425
Operating expenses
Selling, general and administrative		(20,044	)		—			—			(1,274	)		(16,376	)		(2,394	)
Amortization of acquired intangible assets		(5,542	)		—			—			—			(5,308	)		(234	)
Restructuring costs, net		(827	)		—			—			—			(767	)		(60	)
Antitrust litigation costs		—			—			—			—			—			—
Operating income (loss)		13,702			—			—			(1,274	)		14,239			737
Other expense
Interest (expense) income, net		(13,628	)		—			—			(13,653	)		—			25
Intercompany interest		—			—			—			5,568			(5,497	)		(71	)
Miscellaneous, net		(1,329	)		—			1			—			(1,366	)		36
(Loss) income before income taxes		(1,255	)		—			1			(9,359	)		7,376			727
Income tax (expense) benefit		(580	)		—			—			4,220			(4,301	)		(499	)
Net (loss) income before equity in earnings of subsidiaries		(1,835	)		—			1			(5,139	)		3,075			228
Equity (deficit) in earnings of subsidiaries		—			(1,695	)		(1,836	)		3,303			228			—
Net (loss) income	$	(1,835	)	$	(1,695	)	$	(1,835	)	$	(1,836	)	$	3,303		$	228
Comprehensive (loss) income	$	(390	)	$	(25,466	)	$	19,801		$	(391	)	$	4,748		$	918

F-26

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Nine Months Ended September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	754,381		$	(121,691	)	$	—		$	—		$	709,988		$	166,084
Cost of sales		649,955			(121,691	)		—			50			630,536			141,060
Gross profit		104,426			—			—			(50	)		79,452			25,024
Operating expenses
Selling, general and administrative		(49,147	)		—			—			(502	)		(42,743	)		(5,902	)
Amortization of acquired intangible assets		(16,637	)		—			—			—			(15,927	)		(710	)
Restructuring costs, net		(14,200	)		—			—			—			(13,935	)		(265	)
Trademark impairment loss		(38,000	)		—			—			—			(38,000	)		—
Operating (loss) income		(13,558	)		—			—			(552	)		(31,153	)		18,147
Other expense
Interest (expense) income, net		(35,885	)		—			5,439			(41,366	)		(10	)		52
Intercompany interest		—			—			1,514			16,685			(18,031	)		(168	)
Miscellaneous, net		(5,521	)		—			(915	)		—			(4,646	)		40
(Loss) income before income taxes		(54,964	)		—			6,038			(25,233	)		(53,840	)		18,071
Income tax benefit (expense)		19,463			—			(1,951	)		9,510			17,467			(5,563	)
Net (loss) income before equity in earnings of subsidiaries		(35,501	)		—			4,087			(15,723	)		(36,373	)		12,508
Equity (deficit) in earnings of subsidiaries		—			50,945			(39,588	)		(23,865	)		12,508			—
Net (loss) income	$	(35,501	)	$	50,945		$	(35,501	)	$	(39,588	)	$	(23,865	)	$	12,508
Comprehensive (loss) income	$	(43,529	)	$	76,717		$	(60,997	)	$	(42,325	)	$	(26,602	)	$	9,678

F-27

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Nine Months Ended September 30, 2013

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	750,359		$	(90,042	)	$	—		$	—		$	706,941		$	133,460
Cost of sales		630,732			(90,042	)		—			—			600,188			120,586
Gross profit		119,627			—			—			—			106,753			12,874
Operating expenses
Selling, general and administrative		(65,372	)		—			—			(7,444	)		(51,307	)		(6,621	)
Amortization of acquired intangible assets		(16,629	)		—			—			—			(15,927	)		(702	)
Restructuring costs, net		(2,936	)		—			—			—			(1,676	)		(1,260	)
Operating income (loss)		34,690			—			—			(7,444	)		37,843			4,291
Other expense
Interest (expense) income, net		(37,766	)		—			—			(40,700	)		(8	)		2,942
Intercompany interest		—			—			—			16,705			(16,481	)		(224	)
Miscellaneous, net		(1,986	)		—			—			—			(4,072	)		2,086
(Loss) income before income taxes		(5,062	)		—			—			(31,439	)		17,282			9,095
Income tax (expense) benefit		(169	)		—			—			11,954			(9,266	)		(2,857	)
Net (loss) income before equity in earnings of subsidiaries		(5,231	)		—			—			(19,485	)		8,016			6,238
Equity (deficit) in earnings of subsidiaries		—			(15,261	)		(5,231	)		14,254			6,238			—
Net (loss) income	$	(5,231	)	$	(15,261	)	$	(5,231	)	$	(5,231	)	$	14,254		$	6,238
Comprehensive (loss) income	$	(2,762	)	$	(22,366	)	$	(1,044	)	$	(2,762	)	$	16,723		$	6,687

F-28

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Condensed Consolidating Statement of Cash Flows (Unaudited)

Nine Months Ended September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations		Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net cash (used in) provided by operating activities	$	(36,382	)	$	—	$	14	$	(8,150	)	$	(37,679	)	$	9,433
Cash flows from investing activities:
Capital expenditures		(27,059	)		—		—		—			(22,162	)		(4,897	)
Proceeds from sale of property, plant and equipment		1,494			—		—		—			1,004			490
Net cash used in investing activities		(25,565	)		—		—		—			(21,158	)		(4,407	)
Cash flows from financing activities:
Revolver borrowings		20,000			—		—		20,000			—			—
Debt repayments		(2,303	)		—		—		(2,250	)		(44	)		(9	)
Intercompany dividends received (paid)		—			—		—		—			9,446			(9,446	)
Net cash provided by (used in) financing activities		17,697			—		—		17,750			9,402			(9,455	)
Effect of exchange rate changes on cash		(550	)		—		—		—			—			(550	)
Net (decrease) increase in cash and cash equivalents		(44,800	)		—		14		9,600			(49,435	)		(4,979	)
Cash and cash equivalents at beginning of period		76,619			—		1		3,026			57,407			16,185
Cash and cash equivalents at end of period	$	31,819		$	—	$	15	$	12,626		$	7,972		$	11,206

F-29

UCI Holdings Limited and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Condensed Consolidating Statement of Cash Flows (Unaudited)

Nine Months Ended September 30, 2013

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations		Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net cash (used in) provided by operating activities	$	(365	)	$	—	$	—	$	(56,289	)	$	48,834		$	7,090
Cash flows from investing activities:
Capital expenditures		(25,286	)		—		—		—			(21,580	)		(3,706	)
Proceeds from sale of property, plant and equipment		47			—		—		—			9			38
Net cash used in investing activities		(25,239	)		—		—		—			(21,571	)		(3,668	)
Cash flows from financing activities:
Debt repayments		(2,285	)		—		—		(2,250	)		(35	)		—
Intercompany divdend (paid) received		—			—		—		—			3,383			(3,383	)
Change in intercompany indebtedness		—			—		—		—			102			(102	)
Net cash (used in ) provided by financing activities		(2,285	)		—		—		(2,250	)		3,450			(3,485	)
Effect of exchange rate changes on cash		(14	)		—		—		—			—			(14	)
Net (decrease) increase in cash and cash equivalents		(27,903	)		—		—		(58,539	)		30,713			(77	)
Cash and cash equivalents at beginning of period		78,917			—		1		61,565			4,921			12,430
Cash and cash equivalents at end of period	$	51,014		$	—	$	1	$	3,026		$	35,634		$	12,353

F-30

EX-99.2

Exhibit 99.2

UCI Holdings Limited

UCI Holdings Limited Reports Results of Operations for

Third Quarter 2014

LAKE FOREST, IL November 12, 2014 — UCI Holdings Limited (“Holdings”), the parent company of UCI International, Inc. (“UCI International”), today announced results for the third quarter ended September 30, 2014. Net sales for Holdings were $251.3 million for the quarter compared to $252.1 million for the quarter ended September 30, 2013. The company, a leading manufacturer of vehicle replacement parts, reported that net sales to third parties increased in the OEM and traditional channels, with declines in the retail, heavy duty and OES (new car dealer service) channels. Net sales for the third quarter of 2014 also included $11.7 million in related party sales to FRAM Group, compared to $17.1 million for the third quarter of 2013.

Earnings before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, was $26.9 million for the third quarter, compared with $29.7 million for the quarter ended September 30, 2013. The reconciliation of adjusted EBITDA to net income (loss) is set forth in Schedule A.

Net income for the quarter was $2.6 million, including $5.1 million, net of tax, in special charges, consisting of restructuring costs, costs of a corporate strategic review, business optimization costs, and costs of obtaining new business. Excluding these items, adjusted net income would have been $7.7 million for the quarter. Adjusted net income for the third quarter of 2013 was $0.8 million, excluding $2.6 million, net of tax, in special charges, consisting of business optimization costs, costs related to implementation of cost sharing and manufacturing arrangements with FRAM Group, restructuring costs, costs of obtaining new business and class action and other litigation costs.

“Revenue was flat with last year’s quarter, with new business led by the strong performance of our OEM cooling systems products being offset by lower customer pricing and lower related party sales to FRAM Group,” said Bruce Zorich, Chief Executive Officer of UCI. “Lower customer pricing and unfavorable product mix continued to impact our adjusted EBITDA, but were partially offset by reduced costs from our OEM product introduction and our continued cost savings initiatives.”

As of September 30, 2014, the company’s cash on hand was $31.8 million and total debt was $708.9 million.

Conference Call

Holdings will host a conference call to discuss its results and performance on Thursday, November 13, 2014 at 11:00 a.m. Eastern Time (ET). Interested parties are invited to listen to the call by telephone. Domestic callers can dial (800) 637-1381. International callers can dial (502) 498-8424.

A replay of the call will be available from November 14, 2014 for a 14 day period, at www.uciholdings.com. Click on the UCI 2014 3rd Quarter Results button.

About UCI Holdings Limited

UCI Holdings Limited, through its wholly-owned subsidiary, UCI International, Inc. is among North America’s largest and most diversified companies servicing the vehicle replacement parts market. We supply a broad range of products to the automotive, trucking, marine, mining, construction, agricultural and industrial vehicle markets. Our customer base includes leading aftermarket companies as well as a diverse group of original equipment manufacturers.

Forward Looking Statements

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

For More Information, Contact:

Ricardo Alvergue, Chief Financial Officer (847) 482-4165

UCI Holdings Limited

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net sales
Third party net sales	$	239,544		$	235,030		$	714,351		$	694,740
Related party net sales		11,716			17,061			40,030			55,619
Total net sales		251,260			252,091			754,381			750,359
Cost of sales		219,026			211,976			649,955			630,732
Gross profit		32,234			40,115			104,426			119,627
Operating expenses
Selling, general and administrative		(14,444	)		(20,044	)		(49,147	)		(65,372	)
Amortization of acquired intangible assets		(5,542	)		(5,542	)		(16,637	)		(16,629	)
Restructuring costs, net		(5,823	)		(827	)		(14,200	)		(2,936	)
Trademark impairment loss		—			—			(38,000	)		—
Operating income (loss)		6,425			13,702			(13,558	)		34,690
Other expense
Interest expense, net		(2,074	)		(13,628	)		(35,885	)		(37,766	)
Miscellaneous, net		(2,500	)		(1,329	)		(5,521	)		(1,986	)
Income (loss) before income taxes		1,851			(1,255	)		(54,964	)		(5,062	)
Income tax benefit (expense)		790			(580	)		19,463			(169	)
Net income (loss )		2,641			(1,835	)		(35,501	)		(5,231	)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		(14,285	)		814			(8,121	)		518
Pension and OPEB liability, net of tax		31			631			93			1,951
Total other comprehensive (loss) income		(14,254	)		1,445			(8,028	)		2,469
Comprehensive loss	$	(11,613	)	$	(390	)	$	(43,529	)	$	(2,762	)

UCI Holdings Limited

Condensed Consolidated Balance Sheets

(in thousands)

	September 30, 2014			December 31, 2013
	(unaudited)			(audited)
Assets
Current assets
Cash and cash equivalents	$	31,819		$	76,619
Accounts receivable, net		204,131			221,872
Related party receivables		24,544			17,179
Inventories		232,926			202,412
Deferred tax assets		31,037			30,256
Assets held for sale		1,355			—
Other current assets		27,329			22,776
Total current assets		553,141			571,114
Property, plant and equipment, net		169,878			168,772
Goodwill		308,614			309,703
Other intangible assets, net		316,724			373,433
Deferred financing costs, net		12,357			14,622
Other long-term assets		1,568			4,115
Total assets	$	1,362,282		$	1,441,759
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	135,624		$	152,052
Current maturities of long-term debt		23,161			3,176
Related party payables		1,331			587
Product returns liability		39,954			42,031
Interest payable		4,458			13,081
Accrued expenses and other current liabilities		59,569			58,665
Total current liabilities		264,097			269,592
Long-term debt, less current maturities		685,696			687,860
Pension and other post-retirement liabilities		57,896			62,256
Deferred tax liabilities		99,316			122,983
Long-term related party payables		361			361
Other long-term liabilities		2,663			2,925
Total liabilities		1,110,029			1,145,977
Contingencies
Shareholder’s equity
Common stock		320,038			320,038
Retained deficit		(52,986	)		(17,485	)
Accumulated other comprehensive loss		(14,799	)		(6,771	)
Total shareholder’s equity		252,253			295,782
Total liabilities and shareholder’s equity	$	1,362,282		$	1,441,759

UCI Holdings Limited

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)

	Nine Months Ended September 30,
	2014			2013
Net cash used in operating activities	$	(36,382	)	$	(365	)
Cash flows from investing activities:
Capital expenditures		(27,059	)		(25,286	)
Proceeds from sale of property, plant and equipment		1,494			47
Net cash used in investing activities		(25,565	)		(25,239	)
Cash flows from financing actvities:
Revolver borrowings		20,000			—
Debt repayments		(2,303	)		(2,285	)
Net cash provided by (used in) financing activities		17,697			(2,285	)
Effect of exchange rate changes on cash		(550	)		(14	)
Net decrease in cash and cash equivalents		(44,800	)		(27,903	)
Cash and cash equivalents at beginning of period		76,619			78,917
Cash and cash equivalents at end of period	$	31,819		$	51,014

Schedule A

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

EBITDA, a measure used by our strategic owner to measure operating performance, is defined as net income (loss) for the period plus income tax expense (benefit), net interest expense, depreciation expense of property, plant and equipment and amortization expense of identifiable intangible assets. Adjusted EBITDA presented herein is also a financial measure used by our strategic owner to measure operating performance. Adjusted EBITDA is calculated as EBITDA adjusted to exclude items of a significant or unusual nature that cannot be attributed to ordinary business activities, such as business optimization costs, restructuring costs and costs related to implementation of cost sharing arrangements with FRAM Group. EBITDA and Adjusted EBITDA are not presentations in accordance with GAAP, or measures of our financial condition, liquidity or profitability and should not be considered as a substitute for net income (loss), operating profit or any other performance measures derived in accordance with GAAP or as a substitute for cash flow from operating activities as a measure of our liquidity in accordance with GAAP. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow, as they do not take into account certain items such as interest and principal payments on our indebtedness, working capital needs, tax payments and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. Additionally, we believe that issuers of high yield debt securities also present EBITDA and Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful. In addition, Adjusted EBITDA is used to determine our compliance with certain covenants, including the fixed charge coverage ratio used for purposes of debt incurrence under the indenture governing the Senior Notes and certain other agreements governing our indebtedness. Because not all companies calculate EBITDA and Adjusted EBITDA identically, this presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

(dollars in millions)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net income (loss)	$	2.6		$	(1.8	)	$	(35.5	)	$	(5.2	)
Income tax (benefit) expense		(0.8	)		0.5			(19.5	)		0.1
Net interest expense		2.1			13.7			35.9			37.8
Depreciation and amortization expense		14.9			13.2			42.1			39.4
EBITDA		18.8			25.6			23.0			72.1
Trademark impairment loss		—			—			38.0			—
Restructuring costs, net		5.8			0.8			14.2			2.9
Business optimization costs		0.8			1.4			2.7			7.3
New business changeover and sales commitment costs		0.6			0.5			2.0			0.6
Strategic review costs		0.9			—			0.9			—
Cost related to implementation of cost sharing and manufacturing arrangements with FRAM Group		—			1.1			0.1			4.1
Cost of defending class action and other litigation		0.1			0.4			0.1			0.5
Unrealized loss on derivatives		0.1			—			0.1			—
Gain on forgiveness of debt		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Collection of tax refunds		—			—			—			(1.9	)
Miscellaneous non-operating expenses		(0.1	)		—			—			0.1
Adjusted EBITDA	$	26.9		$	29.7		$	81.0		$	85.6
Net sales	$	251.3		$	252.1		$	754.4		$	750.3
Adjusted EBITDA margin		10.7	%		11.8	%		10.7	%		11.4	%

XML

Restructuring Costs, Net - Components of Restructuring Costs, Net (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Restructuring and Related Activities [Abstract]
Manufacturing and distribution footprint optimization	$ 5,600,000	$ 200,000	$ 10,800,000	$ 400,000
Severance		600,000	3,300,000	2,000,000
Impairment of property, plant and equipment	250,000		250,000	760,000
Gain on sale of equipment	(100,000)		(200,000)
Curtailment and settlement gains				(300,000)
Total Restructuring Charges	$ 5,823,000	$ 827,000	$ 14,200,000	$ 2,936,000

XML

Employee Benefit Plans - Components of Net Periodic Pension Expense and Other Post-Retirement Benefit Expense (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Defined Benefit Plan Disclosure [Line Items]
Curtailment and settlement gains recognized				$ (0.3)
Defined Benefit Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0.1	0.2	0.5	0.6
Interest cost	3.3	2.9	9.8	8.8
Expected return on plan assets	(3.8)	(4.0)	(11.3)	(12.0)
Amortization of prior service costs and unrecognized loss		0.9		2.8
Curtailment and settlement gains recognized				(0.3)
Net periodic pension benefit cost	(0.4)		(1.0)	(0.1)
Other Post-retirement Benefit Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	0.1	0.1	0.3	0.4
Interest cost	0.2	0.1	0.5	0.4
Amortization of prior service costs and unrecognized loss		0.1	0.1	0.2
Net periodic pension benefit cost	$ 0.3	$ 0.3	$ 0.9	$ 1.0

XML

Product Returns Liability - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014
Product Liability Contingency [Line Items]
Product return reserves for current customers	$ 1.8
Minimum [Member]
Product Liability Contingency [Line Items]
Customer rights to return excess quantities	3.00%
Maximum [Member]
Product Liability Contingency [Line Items]
Customer rights to return excess quantities	5.00%

XML

Contingencies - Additional Information (Detail)	9 Months Ended		0 Months Ended	9 Months Ended											0 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2014 USD ($) site	Dec. 31, 2013 USD ($)	Dec. 31, 2013 Champion [Member] USD ($)	Sep. 30, 2014 Champion [Member] USD ($)	Sep. 30, 2014 Due on or before July 1, 2015 [Member] Champion [Member] USD ($)	Sep. 30, 2014 Due on or before July 1, 2016 [Member] Champion [Member] USD ($)	Sep. 30, 2014 Due on or before July 1, 2017 [Member] Champion [Member] USD ($)	Sep. 30, 2014 Due on or before July 1, 2018 [Member] Champion [Member] USD ($)	Sep. 30, 2014 Quebec Action [Member] Defendants	Sep. 30, 2014 Ontario Action [Member] Defendants	Sep. 30, 2014 Accrued Expenses and Other Current Liabilities [Member] USD ($)	Dec. 31, 2013 Accrued Expenses and Other Current Liabilities [Member] USD ($)	Sep. 30, 2014 Other Long-term Liabilities [Member] USD ($)	Dec. 31, 2013 Other Long-term Liabilities [Member] USD ($)	Apr. 16, 2014 Maximum [Member] USD ($)	Feb. 09, 2014 U.S. Actions [Member] Defendant	Sep. 30, 2014 Canadian Actions [Member] USD ($)	Sep. 30, 2013 Canadian Actions [Member] USD ($)	Sep. 30, 2014 Canadian Actions [Member] USD ($)	Sep. 30, 2013 Canadian Actions [Member] USD ($)	Sep. 30, 2014 Product Recall [Member] USD ($)	Sep. 30, 2014 Product Recall [Member] EUR (€)	Sep. 30, 2014 Hengst [Member] USD ($)	Sep. 30, 2014 New Jersey Site and California [Member] Maximum [Member] USD ($)
Loss Contingencies [Line Items]
Self-insured insurance reserves, including group medical insurance reserves	$ 7,300,000	$ 7,900,000
Number of sites	5
Environmental accruals											500,000	1,000,000	600,000	500,000										1,000,000
Completed remediation activities at manufacturing site	2
Remediation settlement costs	100,000
Remediation settlement expense															100,000
Number of defendants executed a settlement agreement																2
Number of defendants									5	14
Post-trail costs																	100,000	100,000	100,000	100,000
Settlement amount																		100,000		100,000
Settlement payment																							2,200,000
Payments of rebates for future purchases																							800,000
Scheduled payments				1,400,000	200,000	200,000	200,000	200,000
Settlement accrued			2,200,000
Reserves for estimated costs																					600,000
Claim against recall																					0
Payment of costs related to matter																					1,000,000	800,000
Remaining accrual of costs related to matter																					100,000	100,000
Total claims filed																					900,000	700,000
Insurance coverage claims																					900,000	700,000
Insurance coverage claims, recorded as a reduction in warranty expenses																					200,000	200,000
Provision recorded related to matter																					$ 0

XML

Other Intangible Assets - Estimated Amortization Expense Related to Acquired Intangible Assets and Integrated Software System (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014
Acquired Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Remainder of 2014	$ 5.5
2015	22.2
2016	22.2
2017	22.1
2018	22.1
Integrated Software System [Member]
Finite-Lived Intangible Assets [Line Items]
Remainder of 2014	0.5
2015	2.2
2016	$ 0.7

XML

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2014

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

During the three and nine months ended September 30, 2014 and 2013, Holdings undertook a number of transactions with the following related party entities under the common ultimate control of Mr. Graeme Hart:

• Autoparts Holdings

• Rank Group Limited

• Reynolds Group Holdings Limited

	Transaction values												Balance outstanding as of
In millions	Three Months Ended September 30, 2014			Three Months Ended September 30, 2013			Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013			September 30, 2014			December 31, 2013
Related Party Receivables
Autoparts Holdings
Recharges (credit) of services (a)	$	(1.7	)	$	(0.5	)	$	(4.3	)	$	3.1		$	(2.7	)	$	(2.3	)
Joint services agreement		2.6			1.8			7.6			4.9			6.1			0.4
Sale of goods		11.7			17.1			40.0			55.6			22.7			20.0
Asset (purchase) sales		0.3			—			0.6			—			0.3			(0.1	)
Purchase of goods		(1.3	)		(0.4	)		(3.1	)		(1.1	)		(1.9	)		(0.7	)
State income taxes		—			—			—			—			—			(0.1	)
														24.5			17.2
Related Party Payables
Autoparts Holdings
Purchase of goods		0.4			0.3			0.6			1.0			0.5			0.4
Rank Group
Recharges of professional fees (b)		0.8			—			0.8			—			0.8			—
Reynolds Group Holdings Limited
Recharges of services		—			0.2			—			0.7			—			0.2
Long-Term Related Party Payables														1.3			0.6
Autoparts Holdings
Deferred income taxes		—			—			—			—			0.4			0.4

Unless otherwise disclosed below, the nature and terms of all related party transactions and repayment terms are the same as disclosed in Holdings’ annual financial statements for the year ended December 31, 2013.

(a) During the three months ended September 30, 2014 and 2013, Holdings received total credits of $1.7 million and incurred costs of $0.6 million, respectively, and during the nine months ended September 30, 2014 and 2013, Holdings received total credits of $4.3 million and incurred costs of $9.9 million, respectively, related to the implementation of the cost sharing and manufacturing arrangements with FRAM Group, business optimization costs (mainly professional fees for various cost saving projects) and to accelerate the manufacture of parts for new model cars previously sourced from external vendors. The amounts in the table are for FRAM Group’s share of these credits and costs.

(b) The professional fees are related to evaluating strategic opportunities including potential merger and acquisition and capital structure activities that are non-operating in nature.

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Related Party Transactions - Schedule of Related Party Transactions (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Related Party Transactions [Abstract]
Costs incurred	$ 0.6	$ 0.6	$ 9.9	$ 9.9
Total credits received	$ 1.7	$ 1.7	$ 4.3	$ 4.3

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General and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements include the accounts of Holdings and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements.

The financial statements for the three and nine months ended September 30, 2014 and 2013 are unaudited. In the opinion of management, these financial statements include all adjustments necessary for a fair presentation of the financial position and results of operations for such periods.

The preparation of financial statements in conformity with GAAP 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 the 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 other product returns, insurance reserves, income taxes, pensions and other post-retirement benefits and other factors. Management has exercised reasonableness in deriving these estimates; however, actual results could differ from these estimates.

These financial statements should be read in conjunction with the financial statements and notes thereto included in Holdings’ 2013 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 4, 2014.

Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Comparatives

Comparatives

Certain comparative balances for the three and nine months ended September 30, 2013 have been reclassified to conform to the current method of presentation.

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

On January 1, 2014, Holdings adopted the amendments to guidance issued by the FASB on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The amendments require entities to present an unrecognized tax benefit netted against certain deferred tax assets when specific requirements are met. The adoption of this guidance did not have a material impact on the financial position, results of operations or cash flows of Holdings.

Recently Issued Accounting Guidance

Recently Issued Accounting Guidance

In August 2014, the FASB issued amendments that provide guidance on disclosure of uncertainties about an entity’s ability to continue as a going concern. Under the new guidance, management will be required to evaluate at every interim and annual reporting period whether conditions or events exist that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, certain disclosure in the financial statements will be required when substantial doubt about the entity’s ability to continue as a going concern exists. These amendments are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2016. Management does not expect the adoption of this guidance to have a material impact on the financial statements of Holdings.

In May 2014, the FASB issued amendments that are a comprehensive new revenue recognition model that require entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. These amendments create common revenue recognition guidance between GAAP and International Financial Reporting Standards. These amendments are effective retrospectively for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption not permitted. Holdings is currently evaluating the new standard.

In April 2014, the FASB issued amendments to change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in a company’s operations and financial results should be reported as discontinued operations, with expanded disclosures. In addition, the new guidance requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify as a discontinued operation. These amendments are effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2014. The guidance applies prospectively to new disposals and new classifications of disposal groups held for sale after the effective date. Management does not expect the adoption of this guidance to have a material impact on the financial statements of Holdings.

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Debt - Summarized Debt (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Jan. 26, 2011
Debt Disclosure [Abstract]
Senior Secured Revolving Credit Facility	$ 20.0
Senior Secured Term Loan Facility	288.8	291.0
Senior Notes	400.0	400.0	400.0
Capital lease obligations	0.2	0.3
Economic development loan	0.3	0.4
Unamortized original issue discount	(0.4)	(0.6)
Total	708.9	691.1
Less:
Current maturities	23.2	3.2
Long-term debt	685.7	687.9
Total	$ 708.9	$ 691.1

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Sales of Receivables - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Customer Bank	Sep. 30, 2013	Dec. 31, 2013
Receivables [Abstract]
Number of customers			7
Number of banks			8
Amount of receivables sold through factoring arrangements	$ 113.6	$ 93.1	$ 330.9	$ 270.5
Amount of additional outstanding receivables of factoring arrangements	308.4		308.4		261.1
Discount on receivables sold through factoring arrangements	$ 1.7	$ 1.4	$ 4.7	$ 4.0

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Miscellaneous, Net (Tables)

9 Months Ended

Sep. 30, 2014

Other Income and Expenses [Abstract]

Summary of Miscellaneous, Net

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Costs associated with the sale of receivables	$	1.7		$	1.4		$	4.7		$	4.0
Strategic review costs		0.9			—			0.9			—
Debt forgiveness		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Value-added tax refunds		—			—			—			(1.9	)
Other expense, net	$	2.5		$	1.3		$	5.5		$	2.0

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Debt - Schedule of Future Repayments of Debt Outstanding (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014
Debt Disclosure [Abstract]
Remainder of 2014	$ 20.8
2015	3.2
2016	3.2
2017	282.1
2018
Thereafter	400.0
Total	$ 709.3

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Guarantor and Non-Guarantor Financial Statements - Condensed Consolidating Statement of Comprehensive Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Condensed Income Statements, Captions [Line Items]
Net sales	$ 251,260	$ 252,091	$ 754,381	$ 750,359
Cost of sales	219,026	211,976	649,955	630,732
Gross profit	32,234	40,115	104,426	119,627
Operating expenses
Selling, general and administrative	(14,444)	(20,044)	(49,147)	(65,372)
Amortization of acquired intangible assets	(5,542)	(5,542)	(16,637)	(16,629)
Restructuring costs, net	(5,823)	(827)	(14,200)	(2,936)
Antitrust litigation costs
Trademark impairment loss			(38,000)
Operating income (loss)	6,425	13,702	(13,558)	34,690
Other expense
Interest (expense) income, net	(2,074)	(13,628)	(35,885)	(37,766)
Miscellaneous, net	(2,500)	(1,329)	(5,521)	(1,986)
Income (loss) before income taxes	1,851	(1,255)	(54,964)	(5,062)
Income tax (expense) benefit	790	(580)	19,463	(169)
Net (loss) income before equity in earnings of subsidiaries	2,641	(1,835)	(35,501)	(5,231)
Net income (loss)	2,641	(1,835)	(35,501)	(5,231)
Comprehensive (loss) income	(11,613)	(390)	(43,529)	(2,762)
Eliminations [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	(38,702)	(28,253)	(121,691)	(90,042)
Cost of sales	(38,702)	(28,253)	(121,691)	(90,042)
Operating expenses
Antitrust litigation costs
Other expense
Equity (deficit) in earnings of subsidiaries	5,783	(1,695)	50,945	(15,261)
Net income (loss)	5,783	(1,695)	50,945	(15,261)
Comprehensive (loss) income	53,619	(25,466)	76,717	(22,366)
Parent Guarantor UCI Holdings Limited [Member]
Operating expenses
Selling, general and administrative	57
Antitrust litigation costs
Operating income (loss)	57
Other expense
Interest (expense) income, net	11,799		5,439
Intercompany interest	518		1,514
Miscellaneous, net	(916)	1	(915)
Income (loss) before income taxes	11,458	1	6,038
Income tax (expense) benefit	(1,928)		(1,951)
Net (loss) income before equity in earnings of subsidiaries	9,530	1	4,087
Equity (deficit) in earnings of subsidiaries	(6,889)	(1,836)	(39,588)	(5,231)
Net income (loss)	2,641	(1,835)	(35,501)	(5,231)
Comprehensive (loss) income	(51,618)	19,801	(60,997)	(1,044)
Issuer UCI International [Member]
Condensed Income Statements, Captions [Line Items]
Cost of sales	76		50
Gross profit	(76)		(50)
Operating expenses
Selling, general and administrative	(232)	(1,274)	(502)	(7,444)
Antitrust litigation costs
Operating income (loss)	(308)	(1,274)	(552)	(7,444)
Other expense
Interest (expense) income, net	(13,879)	(13,653)	(41,366)	(40,700)
Intercompany interest	5,548	5,568	16,685	16,705
Income (loss) before income taxes	(8,639)	(9,359)	(25,233)	(31,439)
Income tax (expense) benefit	3,325	4,220	9,510	11,954
Net (loss) income before equity in earnings of subsidiaries	(5,314)	(5,139)	(15,723)	(19,485)
Equity (deficit) in earnings of subsidiaries	(1,575)	3,303	(23,865)	14,254
Net income (loss)	(6,889)	(1,836)	(39,588)	(5,231)
Comprehensive (loss) income	(9,489)	(391)	(42,325)	(2,762)
Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	237,354	236,929	709,988	706,941
Cost of sales	211,873	200,239	630,536	600,188
Gross profit	25,481	36,690	79,452	106,753
Operating expenses
Selling, general and administrative	(12,227)	(16,376)	(42,743)	(51,307)
Amortization of acquired intangible assets	(5,309)	(5,308)	(15,927)	(15,927)
Restructuring costs, net	(5,801)	(767)	(13,935)	(1,676)
Antitrust litigation costs
Trademark impairment loss			(38,000)
Operating income (loss)	2,144	14,239	(31,153)	37,843
Other expense
Interest (expense) income, net	(4)		(10)	(8)
Intercompany interest	(6,022)	(5,497)	(18,031)	(16,481)
Miscellaneous, net	(1,550)	(1,366)	(4,646)	(4,072)
Income (loss) before income taxes	(5,432)	7,376	(53,840)	17,282
Income tax (expense) benefit	1,176	(4,301)	17,467	(9,266)
Net (loss) income before equity in earnings of subsidiaries	(4,256)	3,075	(36,373)	8,016
Equity (deficit) in earnings of subsidiaries	2,681	228	12,508	6,238
Net income (loss)	(1,575)	3,303	(23,865)	14,254
Comprehensive (loss) income	(4,175)	4,748	(26,602)	16,723
Non-Guarantor Subsidiaries [Member]
Condensed Income Statements, Captions [Line Items]
Net sales	52,608	43,415	166,084	133,460
Cost of sales	45,779	39,990	141,060	120,586
Gross profit	6,829	3,425	25,024	12,874
Operating expenses
Selling, general and administrative	(2,042)	(2,394)	(5,902)	(6,621)
Amortization of acquired intangible assets	(233)	(234)	(710)	(702)
Restructuring costs, net	(22)	(60)	(265)	(1,260)
Antitrust litigation costs
Operating income (loss)	4,532	737	18,147	4,291
Other expense
Interest (expense) income, net	10	25	52	2,942
Intercompany interest	(44)	(71)	(168)	(224)
Miscellaneous, net	(34)	36	40	2,086
Income (loss) before income taxes	4,464	727	18,071	9,095
Income tax (expense) benefit	(1,783)	(499)	(5,563)	(2,857)
Net (loss) income before equity in earnings of subsidiaries	2,681	228	12,508	6,238
Net income (loss)	2,681	228	12,508	6,238
Comprehensive (loss) income	$ 50	$ 918	$ 9,678	$ 6,687

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Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Income (Loss) by Component (Detail) (USD $)				9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Sep. 30, 2014 Foreign Currency Translation [Member]	Sep. 30, 2013 Foreign Currency Translation [Member]	Sep. 30, 2014 Pension and Other Post-retirement Benefits [Member]	Sep. 30, 2013 Pension and Other Post-retirement Benefits [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss, Beginning of period	$ (14,799,000)	$ (6,771,000)	$ (41,200,000)	$ (1,500,000)	$ (2,800,000)	$ (5,300,000)	$ (40,800,000)
Net gain (loss) on foreign currency translation				(8,100,000)	500,000
Amortization of unrecognized loss included in net loss, net of tax						100,000	1,900,000
Accumulated other comprehensive loss, End of period	$ (14,799,000)	$ (6,771,000)	$ (41,200,000)	$ (9,600,000)	$ (2,300,000)	$ (5,200,000)	$ (38,900,000)

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Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
Payables and Accruals [Abstract]
Rebates, credits and discounts due to customers	$ 16.9	$ 13.8
Taxes payable	9.1	9.4
Insurance	7.3	7.9
Bonuses	6.5	5.5
Salaries and wages	4.4	3.2
Vacation pay	4.0	4.3
Employee benefit plans	2.6	3.7
Professional fees	0.7	1.5
Restructuring reserves	0.5	1.4	1.1	2.2
Accrued litigation	0.5	1.5
Environmental	0.5	1.0
Other	6.6	5.5
Accrued expenses and other current liabilities, total	$ 59.6	$ 58.7

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Sales of Receivables

9 Months Ended

Sep. 30, 2014

Text Block [Abstract]

Sales of Receivables

NOTE 3 — SALES OF RECEIVABLES

Holdings has factoring agreements arranged by seven customers with eight banks. Under these agreements, Holdings has the ability to sell undivided interests in certain of its receivables to the banks which in turn have the right to sell an undivided interest to a financial institution or other third party. Holdings enters into these relationships at its discretion as part of its overall customer agreements and cash management activities. Pursuant to these agreements, $113.6 million and $93.1 million of receivables were sold during the three months ended September 30, 2014 and 2013, respectively, and $330.9 million and $270.5 million of receivables were sold during the nine months ended September 30, 2014 and 2013, respectively.

If receivables had not been factored, $308.4 million and $261.1 million of additional receivables would have been outstanding at September 30, 2014 and December 31, 2013, respectively. Holdings retained no rights or interests in the receivables, and has no obligations with respect to the sold receivables. Holdings 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 and accounted for as a loss on sale. These costs were $1.7 million and $1.4 million for the three months ended September 30, 2014 and 2013, respectively, and $4.7 million and $4.0 million for the nine months ended September 30, 2014 and 2013, respectively. These costs are recorded in the interim unaudited condensed consolidated statements of comprehensive income (loss) in miscellaneous, net.

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Other Information - Cash Payments for Interest and Income Taxes (Net of Refunds) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract]
Interest	$ 21.7	$ 21.6	$ 47.7	$ 47.6
Income taxes (net of refunds)	$ 2.3	$ 0.4	$ 4.0	$ 2.4

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Inventories - Components of Inventories (Detail) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Raw materials	$ 77,900,000	$ 63,900,000
Work in process	39,300,000	34,500,000
Finished products	115,700,000	104,000,000
Inventory, Net, Total	$ 232,926,000	$ 202,412,000

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Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2014

Other Liabilities Disclosure [Abstract]

Accrued Expenses and Other Current Liabilities

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

	September 30, 2014		December 31, 2013
Rebates, credits and discounts due to customers	$	16.9	$	13.8
Taxes payable		9.1		9.4
Insurance		7.3		7.9
Bonuses		6.5		5.5
Salaries and wages		4.4		3.2
Vacation pay		4.0		4.3
Employee benefit plans		2.6		3.7
Professional fees		0.7		1.5
Restructuring reserves		0.5		1.4
Accrued litigation		0.5		1.5
Environmental		0.5		1.0
Other		6.6		5.5
	$	59.6	$	58.7

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Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Other Intangible Assets

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

	Amortizable Life	Weighted Average Remaining Life	September 30, 2014													December 31, 2013
			Gross		Impairment			Accumulated Amortization			Effect of Foreign Currency			Net		Net
Acquired intangibles assets
Customer relationships	10 - 15 years	10 years	$	283.6	$	—		$	(80.7	)	$	(0.8	)	$	202.1	$	219.1
Trademarks	5 years	1 years		0.6		—			(0.4	)		—			0.2		0.2
Trademarks	Indefinite	Indefinite		149.0		(38.0	)		—			—			111.0		149.0
Integrated software system	5 years	1 years		11.0		—			(7.6	)		—			3.4		5.1
			$	444.2	$	(38.0	)	$	(88.7	)	$	(0.8	)	$	316.7	$	373.4

Estimated Amortization Expense Related to Acquired Intangible Assets and Integrated Software System

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

	Acquired Intangible Assets		Integrated Software System
Remainder of 2014	$	5.5	$	0.5
2015		22.2		2.2
2016		22.2		0.7
2017		22.1		—
2018		22.1		—

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Related Party Transactions - Schedule of Related Party Transactions (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Related Party Transaction [Line Items]
Related party payable, Balance outstanding	$ 1,331,000		$ 1,331,000		$ 587,000
Long-term related party payable, Balance outstanding	361,000		361,000		361,000
Related party receivable, Balance outstanding	24,544,000		24,544,000		17,179,000
Recharges (Credit) of Services [Member] | Autoparts Holdings [Member]
Related Party Transaction [Line Items]
Related party, Transaction values	(1,700,000)	(500,000)	(4,300,000)	3,100,000
Related party receivable, Balance outstanding	2,700,000		2,700,000		2,300,000
Recharges (Credit) of Services [Member] | Reynolds Group Holdings Limited [Member]
Related Party Transaction [Line Items]
Related party, Transaction values		200,000		700,000
Related party payable, Balance outstanding					200,000
Joint Services Agreement [Member] | Autoparts Holdings [Member]
Related Party Transaction [Line Items]
Related party, Transaction values	2,600,000	1,800,000	7,600,000	4,900,000
Related party receivable, Balance outstanding	6,100,000		6,100,000		400,000
Sale of Goods [Member] | Autoparts Holdings [Member]
Related Party Transaction [Line Items]
Related party, Transaction values	11,700,000	17,100,000	40,000,000	55,600,000
Related party receivable, Balance outstanding	22,700,000		22,700,000		20,000,000
Asset (Purchase) Sales [Member] | Autoparts Holdings [Member]
Related Party Transaction [Line Items]
Related party, Transaction values	300,000		600,000
Related party receivable, Balance outstanding	(300,000)		(300,000)		100,000
Related Party Receivables Purchase of Goods [Member] | Autoparts Holdings [Member]
Related Party Transaction [Line Items]
Related party, Transaction values	(1,300,000)	(400,000)	(3,100,000)	(1,100,000)
Related party receivable, Balance outstanding	1,900,000		1,900,000		700,000
State Income Taxes [Member] | Autoparts Holdings [Member]
Related Party Transaction [Line Items]
Related party receivable, Balance outstanding					100,000
Related Party Payables Purchase Of Goods [Member] | Autoparts Holdings [Member]
Related Party Transaction [Line Items]
Related party, Transaction values	400,000	300,000	600,000	1,000,000
Related party payable, Balance outstanding	500,000		500,000		400,000
Recharges of Professional Fees [Member] | Rank Group [Member]
Related Party Transaction [Line Items]
Related party, Transaction values	800,000		800,000
Related party payable, Balance outstanding	800,000		800,000
Deferred Income Taxes [Member] | Autoparts Holdings [Member]
Related Party Transaction [Line Items]
Long-term related party payable, Transaction values
Long-term related party payable, Balance outstanding	$ 400,000		$ 400,000		$ 400,000

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Other Intangible Assets - Components of Other Intangible Assets (Detail) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Acquired Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (88,700,000)
Total, Gross	444,200,000
Impairment of intangible asset	(38,000,000)
Effect of Foreign Currency	(800,000)
Total, Net	316,724,000	373,433,000
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life	10 years
Other intangible assets, Finite lived, gross	283,600,000
Accumulated Amortization	(80,700,000)
Effect of Foreign Currency	(800,000)
Other intangible assets, Finite lived, Net	202,100,000	219,100,000
Customer Relationships [Member] | Minimum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Amortizable Life	10 years
Customer Relationships [Member] | Maximum [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Amortizable Life	15 years
Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Amortizable Life	5 years
Weighted Average Remaining Life	1 year
Other intangible assets, Finite lived, gross	600,000
Other intangible assets, Indefinite lived, gross	149,000,000
Accumulated Amortization	(400,000)
Impairment of intangible asset	(38,000,000)
Effect of Foreign Currency, Indefinite
Other intangible assets, Finite lived, Net	200,000	200,000
Other intangible assets, Indefinite lived, Net	111,000,000	149,000,000
Integrated Software System [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Amortizable Life	5 years
Weighted Average Remaining Life	1 year
Other intangible assets, Finite lived, gross	11,000,000
Accumulated Amortization	(7,600,000)
Other intangible assets, Finite lived, Net	$ 3,400,000	$ 5,100,000

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Product Returns Liability (Tables)

9 Months Ended

Sep. 30, 2014

Guarantees [Abstract]

Changes in Holdings' Product Returns Accrual

Changes in Holdings’ product returns accrual were as follows (in millions):

	Nine Months Ended September 30,
	2014			2013
Beginning of period	$	42.0		$	46.0
Expenditures		(29.1	)		(30.3	)
Provisions, net		27.1			29.7
End of period	$	40.0		$	45.4

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Debt (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Summarized Debt

Debt is summarized as follows (in millions):

	September 30, 2014			December 31, 2013
Senior Secured Revolving Credit Facility	$	20.0		$	—
Senior Secured Term Loan Facility		288.8			291.0
Senior Notes		400.0			400.0
Capital lease obligations		0.2			0.3
Economic development loan		0.3			0.4
Unamortized original issue discount		(0.4	)		(0.6	)
		708.9			691.1
Less:
Current maturities		23.2			3.2
Long-term debt	$	685.7		$	687.9

Schedule of Future Repayments of Debt Outstanding

Below is a schedule of required future repayments of all debt outstanding on September 30, 2014 (in millions).

Remainder of 2014	$	20.8
2015		3.2
2016		3.2
2017		282.1
2018		—
Thereafter		400.0
	$	709.3

Summary of Net Interest Expense

The following table provides the detail of net interest expense for the respective periods (in millions). Capitalized interest was less than $0.1 million and $0.1 million for the three months ended September 30, 2014 and 2013, respectively, and $0.1 million and $0.6 million for the nine months ended September 30, 2014 and 2013, respectively.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Interest expense
Senior Secured Revolving Credit Facility	$	0.1		$	—	$	0.1		$	—
Senior Secured Term Loan Facility		4.1			4.1		12.1			12.2
Senior Notes		8.7			8.7		25.9			25.9
Other		0.2			0.2		0.8			0.3
Amortization
Debt issue costs
Senior Secured Term Loan Facility		0.2			0.2		0.9			0.8
Senior Notes		0.5			0.4		1.1			1.0
Senior Secured Revolving Credit Facility		0.1			0.1		0.3			0.3
Original issue discounts		—			—		0.2			0.2
Unrealized foreign exchange gains		(11.8	)		—		(5.4	)		—
Total interest expense		2.1			13.7		36.0			40.7
Interest income		—			—		(0.1	)		(2.9	)
Interest expense, net	$	2.1		$	13.7	$	35.9		$	37.8

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Restructuring Costs, Net

9 Months Ended

Sep. 30, 2014

Restructuring and Related Activities [Abstract]

Restructuring Costs, Net

NOTE 2 — RESTRUCTURING COSTS, NET

During the three and nine months ended September 30, 2014 and 2013, Holdings incurred costs related to various cost reduction activities which are reported in the interim unaudited condensed consolidated statements of comprehensive income (loss) in restructuring costs, net. The components of restructuring costs, net are as follows (in millions):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Manufacturing and distribution footprint optimization	$	5.6		$	0.2	$	10.8		$	0.4
Severance		—			0.6		3.3			2.0
Impairment of property, plant and equipment		0.3			—		0.3			0.8
Gain on sale of equipment		(0.1	)		—		(0.2	)		—
Curtailment and settlement gains		—			—		—			(0.3	)
	$	5.8		$	0.8	$	14.2		$	2.9

Beginning in 2013, Holdings initiated a manufacturing footprint optimization plan for its fuel delivery systems product line. The plan involved a workforce reduction and outsourcing of production, including relocation of associated equipment, to facilities owned by third-party component suppliers and existing facilities of Holdings’ subsidiaries. The plan was substantially completed by the end of the third quarter of 2014. During the three and nine months ended September 30, 2014, Holdings incurred $0.1 million and $0.3 million, respectively, of costs associated with asset relocation and installation, $0.1 million and $0.7 million, respectively, of manufacturing footprint optimization execution costs and $0.1 million in each period for employee retention costs. During the nine months ended September 30, 2014, Holdings incurred $1.1 million of professional costs associated with the review of the manufacturing footprint for its fuel delivery systems product line and $0.8 million of severance costs associated with the termination of 79 employees.

In December 2013, Holdings approved and announced a plan to close one of its U.S. filtration facilities and transfer the manufacturing capacity, along with associated equipment, to one of Holdings existing U.S. facilities and one facility operated by FRAM Group, the automotive consumer products business of Autoparts Holdings Limited (“Autoparts Holdings”). The facility ceased operations as of July 31, 2014. The plan impacted 232 employees, the majority of which were terminated as of September 30, 2014. Employees were offered termination benefit packages, comprised of severance and medical insurance coverage, contingent on the employees working to the plant closure date or an earlier date at management’s discretion. During the nine months ended September 30, 2014, termination benefits of $1.8 million were recorded. As of September 30, 2014, termination benefits of $0.5 million were accrued and unpaid. In addition, during the three and nine months ended September 30, 2014, Holdings incurred equipment relocation and installation and facility closing and integration costs of $5.3 million and $8.0 million, respectively, recorded an additional impairment loss of $0.3 million to write down equipment to estimated net realizable value and recorded a gain on sale of equipment of $0.1 million. Holdings recorded impairment charges of $1.8 million to write down land, building and equipment to estimated net realizable value in the fourth quarter of 2013. As of September 30, 2014, all equipment that was scheduled to be transferred to other facilities had been relocated and the remaining assets of $1.4 million, including land, building and equipment, were classified as assets held for sale on the interim unaudited condensed consolidated balance sheet.

In addition, during the nine months ended September 30, 2014, Holdings recorded: (i) severance of $0.7 million related to involuntary terminations of employees as part of cost reduction actions and business realignment, (ii) manufacturing footprint optimization costs of $0.5 million related to its filtration product line, (iii) residual closing costs of $0.1 million related to the closure of a China facility in 2013 and (iv) a gain on sale of equipment of $0.1 million associated with its now closed Mexican foundry operations.

During the three and nine months ended September 30, 2013, Holdings recorded severance of $0.5 million and $1.6 million, respectively, related to involuntary terminations of employees as part of cost reduction actions and business realignment within its filtration, vehicle electronics and fuel delivery systems product lines. During the three and nine months ended September 30, 2013, Holdings incurred professional costs of $0.2 million associated with the review of the manufacturing footprint for its fuel delivery systems product line. During the nine months ended September 30, 2013, Holdings recorded $0.1 million for lease termination and asset retirement obligation costs associated with distribution footprint optimization of the filtration product line.

During the nine months ended September 30, 2013, Holdings approved, announced and completed a plan to close the manufacturing operations of one of its Chinese subsidiaries and relocate the manufacturing into one of its existing U.S. facilities. The plan included workforce reductions, facility closures and operations consolidation. The plan impacted 61 employees in China, all of which were terminated as of September 30, 2013. The manufacturing facility was leased and was returned to the landlord in July 2013. The majority of the equipment was relocated to existing U.S. facilities. During the three months ended September 30, 2013, Holdings recorded additional severance costs of $0.1 million. During the nine months ended September 30, 2013, Holdings recorded an impairment charge of $0.5 million to write down certain equipment to estimated net realizable value, severance costs of $0.4 million and other closing costs of $0.1 million.

During the nine months ended September 30, 2013, as part of a 2012 plan to close and relocate excess foundry manufacturing capacity at one of its Mexican operations to China, Holdings recorded an additional impairment charge of $0.3 million to write down land, building and equipment to estimated net realizable value and recognized a previously deferred curtailment gain of $0.3 million related to the Mexican subsidiary’s pension plan at the time the affected employees were terminated in June 2013.

The following table summarizes the activity in accrued restructuring reserves, including pension curtailments and settlements, during the nine months ended September 30, 2014 and 2013 (in millions):

	Severance Costs			Asset Impairments			Pension Curtailment and Settlements			Other			Total
Balance at December 31, 2013	$	1.4		$	—		$	—		$	—		$	1.4
Charges		3.3			0.3			—			10.6			14.2
Usage		(4.2	)		(0.3	)		—			(10.6	)		(15.1	)
Balance at September 30, 2014	$	0.5		$	—		$	—		$	—		$	0.5
Balance at December 31, 2012	$	1.3		$	—		$	0.9		$	—		$	2.2
Charges		2.0			0.8			(0.3	)		0.4			2.9
Usage		(2.3	)		(0.8	)		(0.5	)		(0.4	)		(4.0	)
Balance at September 30, 2013	$	1.0		$	—		$	0.1		$	—		$	1.1

The severance and pension curtailment and settlements accruals are included in the interim unaudited condensed consolidated balance sheets in accrued expenses and other current liabilities.

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Employee Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2014

Defined Benefit Pension Plans [Member]

Components of Net Periodic Pension Expense and Other Post-Retirement Benefit Expense

The following are the components of net periodic pension expense (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Service cost	$	0.1		$	0.2		$	0.5		$	0.6
Interest cost		3.3			2.9			9.8			8.8
Expected return on plan assets		(3.8	)		(4.0	)		(11.3	)		(12.0	)
Amortization of prior service costs and unrecognized loss		—			0.9			—			2.8
Curtailment and settlement gains recognized		—			—			—			(0.3	)
	$	(0.4	)	$	—		$	(1.0	)	$	(0.1	)

Other Post-retirement Benefit Plans [Member]

Components of Net Periodic Pension Expense and Other Post-Retirement Benefit Expense

The following are the components of net periodic other post-retirement expense (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Service cost	$	0.1	$	0.1	$	0.3	$	0.4
Interest cost		0.2		0.1		0.5		0.4
Amortization of prior service costs and unrecognized loss		—		0.1		0.1		0.2
	$	0.3	$	0.3	$	0.9	$	1.0

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Restructuring Costs, Net - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended			3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Employees	Sep. 30, 2013 Operations	Sep. 30, 2013 Land, Building and Equipment [Member]	Sep. 30, 2014 Autoparts Holdings [Member]	Sep. 30, 2014 Autoparts Holdings [Member] Employees	Dec. 31, 2013 Autoparts Holdings [Member] Land, Building and Equipment [Member]	Sep. 30, 2013 China [Member] Employees	Sep. 30, 2014 China [Member] Autoparts Holdings [Member]	Sep. 30, 2013 Involuntary Employee Terminations [Member]	Sep. 30, 2013 Involuntary Employee Terminations [Member]	Sep. 30, 2014 Involuntary Employee Terminations [Member] Autoparts Holdings [Member]
Restructuring Cost and Reserve [Line Items]
Professional costs		$ 200,000	$ 1,100,000	$ 200,000
Manufacturing footprint optimization costs	100,000		700,000				500,000
Employee retention costs	100,000		100,000
Number of employees terminated due to restructuring plan			79						61
Severance costs		100,000	800,000	400,000							500,000	1,600,000	700,000
Relocation costs	100,000		300,000
Estimated termination benefits							1,800,000
Expected number of employees to be impact by restructuring plan							232
Expected plant closure date							Sep. 30, 2014
Equipment relocation and installation and facility closing and integration costs						5,300,000	8,000,000
Impairment charge related to land, building and equipment					300,000			1,800,000
Remaining assets classified as assets held for sale						1,400,000	1,400,000
Accrued and unpaid termination benefits cost						500,000	500,000
Gain on sale of equipment	100,000		200,000				100,000
Asset impairments	250,000		250,000	760,000			300,000
Residual closing costs										100,000
Lease termination and asset retirement obligation costs				100,000
Impairment charge				500,000
Other closing costs				100,000
Number of manufacturing operations plan to close and relocate from Chinese subsidiaries to existing U.S. facilities				1
Deferred curtailed gain				$ 300,000

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Debt - Summary of Net Interest Expense (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Debt Instrument [Line Items]
Original issue discounts			$ 200,000	$ 200,000
Unrealized foreign exchange gains	(11,800,000)		(5,439,000)
Total interest expense	2,100,000	13,700,000	36,000,000	40,700,000
Interest income			(100,000)	(2,900,000)
Interest expense, net	2,100,000	13,700,000	35,900,000	37,800,000
Senior Secured Term Loan Facility [Member]
Debt Instrument [Line Items]
Interest expense	4,100,000	4,100,000	12,100,000	12,200,000
Amortization debt issue costs	200,000	200,000	900,000	800,000
Senior Notes [Member]
Debt Instrument [Line Items]
Interest expense	8,700,000	8,700,000	25,900,000	25,900,000
Amortization debt issue costs	500,000	400,000	1,100,000	1,000,000
Senior Secured Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Interest expense	100,000		100,000
Amortization debt issue costs	100,000	100,000	300,000	300,000
Other [Member]
Debt Instrument [Line Items]
Interest expense	$ 200,000	$ 200,000	$ 800,000	$ 300,000

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Current assets
Cash and cash equivalents	$ 31,819	$ 76,619
Accounts receivable, net	204,131	221,872
Related party receivables (Note 11)	24,544	17,179
Inventories (Note 4)	232,926	202,412
Deferred tax assets	31,037	30,256
Assets held for sale (Note 2)	1,355
Other current assets	27,329	22,776
Total current assets	553,141	571,114
Property, plant and equipment, net	169,878	168,772
Goodwill	308,614	309,703
Other intangible assets, net (Note 5)	316,724	373,433
Deferred financing costs, net	12,357	14,622
Other long-term assets	1,568	4,115
Total assets	1,362,282	1,441,759
Current liabilities
Accounts payable	135,624	152,052
Current maturities of long-term debt (Note 8)	23,161	3,176
Related party payables (Note 11)	1,331	587
Product returns liability (Note 7)	39,954	42,031
Interest payable	4,458	13,081
Accrued expenses and other current liabilities (Note 6)	59,569	58,665
Total current liabilities	264,097	269,592
Long-term debt, less current maturities (Note 8)	685,696	687,860
Pension and other post-retirement liabilities	57,896	62,256
Deferred tax liabilities	99,316	122,983
Long-term related party payables (Note 11)	361	361
Other long-term liabilities	2,663	2,925
Total liabilities	1,110,029	1,145,977
Contingencies (Note 10)
Shareholder's equity
Common stock	320,038	320,038
Retained deficit	(52,986)	(17,485)
Accumulated other comprehensive loss (Note 14)	(14,799)	(6,771)
Total shareholder's equity	252,253	295,782
Total liabilities and shareholder's equity	$ 1,362,282	$ 1,441,759

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Other Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Acquired Finite-Lived Intangible Assets [Line Items]
Impairment loss on indefinite-lived intangible assets			$ (38.0)
Aggregate intangible amortization expense charged to comprehensive income (loss)	6.1	6.1	18.3	18.3
Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Impairment loss on indefinite-lived intangible assets			$ (38.0)

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Condensed Consolidated Statements of Changes in Shareholder's Equity (USD $) In Thousands	Total	Common Stock [Member]	Retained Deficit [Member]	Accumulated Other Comprehensive (Loss) Income [Member]
Beginning Balance at Dec. 31, 2012	$ 271,161	$ 320,038	$ (5,243)	$ (43,634)
Net loss	(5,231)		(5,231)
Other comprehensive income, net of tax	2,469			2,469
Ending Balance at Sep. 30, 2013	268,399	320,038	(10,474)	(41,165)
Beginning Balance at Dec. 31, 2013	295,782	320,038	(17,485)	(6,771)
Net loss	(35,501)		(35,501)
Other comprehensive income, net of tax	(8,028)			(8,028)
Ending Balance at Sep. 30, 2014	$ 252,253	$ 320,038	$ (52,986)	$ (14,799)

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Geographic Information - Net Long-lived Assets by Country (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Revenues from External Customers and Long-Lived Assets [Line Items]
Net long-lived assets by region	$ 809.1	$ 870.6
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net long-lived assets by region	730.6	791.4
China [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net long-lived assets by region	50.4	49.5
Spain [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net long-lived assets by region	18.1	20.5
Mexico [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net long-lived assets by region	9.1	8.2
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net long-lived assets by region	$ 0.9	$ 1.0

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Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income (Loss) by Component

The table below presents the changes in accumulated other comprehensive income (loss) by component for the following periods:

	Nine Months Ended September 30,
	2014			2013
Foreign currency translation
Beginning of period	$	(1.5	)	$	(2.8	)
Net gain (loss) on foreign currency translation		(8.1	)		0.5
End of period		(9.6	)		(2.3	)
Pension and other post-retirement benefits
Beginning of period		(5.3	)		(40.8	)
Amortization of unrecognized loss included in net loss, net of tax (a)		0.1			1.9
End of period		(5.2	)		(38.9	)
Total accumulated other comprehensive loss	$	(14.8	)	$	(41.2	)

(a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension expense and net periodic post-retirement expense (see Note 9 for additional details).

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Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], USD $) In Millions, unless otherwise specified	0 Months Ended		0 Months Ended
	Oct. 14, 2014	Oct. 14, 2014	Oct. 31, 2014 Senior Secured Credit Facilities [Member]
Subsequent Event [Line Items]
Land and building currently classified as assets held for sale		$ 1.1
Proceeds from sale of land and building	2.5
Repayment of Senior Secured Revolving Credit Facility			$ 10.0

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Miscellaneous, Net

9 Months Ended

Sep. 30, 2014

Other Income and Expenses [Abstract]

Miscellaneous, Net

NOTE 16 — MISCELLANEOUS, NET

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Costs associated with the sale of receivables	$	1.7		$	1.4		$	4.7		$	4.0
Strategic review costs		0.9			—			0.9			—
Debt forgiveness		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Value-added tax refunds		—			—			—			(1.9	)
Other expense, net	$	2.5		$	1.3		$	5.5		$	2.0

In August 2014, Holdings’ shareholder advised that it is undertaking a strategic review of its ownership of the business, as part of a broader strategic review of the commonly-owned automotive aftermarkets businesses (which includes businesses operated by Autoparts Holdings). The review may result in a decision to sell some or all of the business, although no decision has been made at this time to do so.

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Other Information (Tables)

9 Months Ended

Sep. 30, 2014

Text Block [Abstract]

Cash Payments for Interest and Income Taxes (Net of Refunds)

Cash payments for interest and income taxes (net of refunds) were as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Interest	$	21.7	$	21.6	$	47.7	$	47.6
Income taxes (net of refunds)	$	2.3	$	0.4	$	4.0	$	2.4

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Guarantor and Non-Guarantor Financial Statements

9 Months Ended

Sep. 30, 2014

Text Block [Abstract]

Guarantor and Non-Guarantor Financial Statements

NOTE 18 — GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS

Certain of Holdings’ subsidiaries have guaranteed UCI International, Inc.’s obligations under the Senior Notes described in Note 8.

The condensed financial information that follows includes condensed financial statements for (a) Holdings, which is the parent of UCI International, Inc. and a guarantor of the Senior Notes, (b) UCI International, Inc., which is the issuer of the Senior Notes, (c) certain of the U.S. subsidiaries which guarantee the Senior Notes (the “Guarantor Subsidiaries”), (d) the non-U.S. subsidiaries and certain U.S. subsidiaries which do not guarantee the Senior Notes (the “Non-Guarantor Subsidiaries”), and (e) consolidated Holdings. Also included are consolidating entries, which principally consist of eliminations of investments in consolidated subsidiaries and intercompany balances and transactions.

Separate financial statements of the Guarantor Subsidiaries are not presented because their guarantees are full and unconditional and joint and several.

Condensed Consolidating Balance Sheet (Unaudited)

September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated		Eliminations			Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries		Non- Guarantor Subsidiaries
Assets
Current assets
Cash and cash equivalents	$	31,819	$	—		$	15	$	12,626		$	7,972	$	11,206
Intercompany receivables — current		—		(237,834	)		1,567		173,090			35,536		27,641
Accounts receivable, net		204,131		—			—		—			183,674		20,457
Related party receivables		24,544		—			—		—			24,544		—
Inventories		232,926		—			—		—			200,781		32,145
Asset held for sale		1,355		—			—		—			1,355		—
Deferred tax assets		31,037		—			—		1,466			28,097		1,474
Other current assets		27,329		—			59		2,330			17,946		6,994
Total current assets		553,141		(237,834	)		1,641		189,512			499,905		99,917
Property, plant and equipment, net		169,878		—			—		—			124,835		45,043
Investment in subsidiaries		—		(907,427	)		153,404		645,010			109,013		—
Goodwill		308,614		—			—		—			278,570		30,044
Other intangible assets, net		316,724		—			—		—			310,754		5,970
Intercompany receivables — non-current		—		(100,005	)		100,000		—			5		—
Deferred financing costs, net		12,357		—			—		12,357			—		—
Other long-term assets		1,568		—			—		—			773		795
Total assets	$	1,362,282	$	(1,245,266	)	$	255,045	$	846,879		$	1,323,855	$	181,769
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	135,624	$	—		$	—	$	—		$	112,621	$	23,003
Current maturities of long-term debt		23,161		—			—		23,000			159		2
Related party payables		1,331		—			761		—			—		570
Intercompany payables — current		—		(237,834	)		—		730			204,637		32,467
Product returns liability		39,954		—			—		—			39,400		554
Interest payable		4,458		—			—		4,458			—		—
Accrued expenses and other current liabilities		59,569		—			2,031		(3,135	)		50,859		9,814
Total current liabilities		264,097		(237,834	)		2,792		25,053			407,676		66,410
Long-term debt, less current maturities		685,696		—			—		685,354			316		26
Long-term related party payables		361		—			—		—			361		—
Pension and other post-retirement liabilities		57,896		—			—		—			57,091		805
Deferred tax liabilities		99,316		—			—		(16,932	)		111,724		4,524
Intercompany payables — non-current		—		(100,005	)		—		—			100,000		5
Other long-term liabilities		2,663		—			—		—			1,677		986
Total shareholder’s equity (deficit)		252,253		(907,427	)		252,253		153,404			645,010		109,013
Total liabilities and shareholder’s equity (deficit)	$	1,362,282	$	(1,245,266	)	$	255,045	$	846,879		$	1,323,855	$	181,769

Condensed Consolidating Balance Sheet

December 31, 2013

(in thousands)

	UCI Holdings Limited Consolidated		Eliminations			Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries		Non- Guarantor Subsidiaries
Assets
Current assets
Cash and cash equivalents	$	76,619	$	—		$	1	$	3,026		$	57,407	$	16,185
Intercompany receivables — current		—		(237,446	)		—		191,260			25,594		20,592
Accounts receivable, net		221,872		—			—		—			203,577		18,295
Related party receivables		17,179		—			—		—			17,179		—
Inventories, net		202,412		—			—		—			173,253		29,159
Deferred tax assets		30,256		—			—		1,456			27,887		913
Other current assets		22,776		—			—		2,156			14,619		6,001
Total current assets		571,114		(237,446	)		1		197,898			519,516		91,145
Property, plant and equipment, net		168,772		—			—		—			125,462		43,310
Investment in subsidiaries		—		(966,882	)		195,733		671,628			99,521		—
Goodwill		309,703		—			—		—			278,569		31,134
Other intangible assets, net		373,433		—			—		—			366,333		7,100
Intercompany receivables non-current		—		(105,071	)		100,066		—			5,005		—
Deferred financing costs, net		14,622		—			—		14,622			—		—
Other long-term assets		4,115		—			—		—			3,344		771
Total assets	$	1,441,759	$	(1,309,399	)	$	295,800	$	884,148		$	1,397,750	$	173,460
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	152,052	$	—		$	—	$	—		$	119,775.0	$	32,277.0
Current maturities of long-term debt		3,176		—			—		3,000			176		—
Related party payables		587		—			17		—			191		379
Intercompany payables — current		—		(237,446	)		—		1,317			213,079		23,050
Product returns liability		42,031		—			—		—			41,758		273
Interest payable		13,081		—			—		13,081			—		—
Accrued expenses and other current liabilities		58,665		—			1		800			51,773		6,091
Total current liabilities		269,592		(237,446	)		18		18,198			426,752		62,070
Long-term debt, less current maturities		687,860		—			—		687,379			461		20
Long-term related party payables		361		—			—		—			361		—
Pension and other post-retirement liabilities		62,256		—			—		—			61,448		808
Deferred tax liabilities		122,983		—			—		(17,162	)		135,140		5,005
Intercompany payables — non-current		—		(105,071	)		—		—			100,066		5,005
Other long-term liabilities		2,925		—			—		—			1,894		1,031
Total shareholder’s equity (deficit)		295,782		(966,882	)		295,782		195,733			671,628		99,521
Total liabilities and shareholder’s equity (deficit)	$	1,441,759	$	(1,309,399	)	$	295,800	$	884,148		$	1,397,750	$	173,460

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	251,260		$	(38,702	)	$	—		$	—		$	237,354		$	52,608
Cost of sales		219,026			(38,702	)		—			76			211,873			45,779
Gross profit		32,234			—			—			(76	)		25,481			6,829
Operating expenses
Selling, general and administrative		(14,444	)		—			57			(232	)		(12,227	)		(2,042	)
Amortization of acquired intangible assets		(5,542	)		—			—			—			(5,309	)		(233	)
Restructuring costs, net		(5,823	)		—			—			—			(5,801	)		(22	)
Operating income (loss)		6,425			—			57			(308	)		2,144			4,532
Other expense
Interest (expense) income, net		(2,074	)		—			11,799			(13,879	)		(4	)		10
Intercompany interest		—			—			518			5,548			(6,022	)		(44	)
Miscellaneous, net		(2,500	)		—			(916	)		—			(1,550	)		(34	)
Income (loss) before income taxes		1,851			—			11,458			(8,639	)		(5,432	)		4,464
Income tax benefit (expense)		790			—			(1,928	)		3,325			1,176			(1,783	)
Net income (loss) before equity in earnings of subsidiaries		2,641			—			9,530			(5,314	)		(4,256	)		2,681
Equity (deficit) in earnings of subsidiaries		—			5,783			(6,889	)		(1,575	)		2,681			—
Net income (loss)	$	2,641		$	5,783		$	2,641		$	(6,889	)	$	(1,575	)	$	2,681
Comprehensive (loss) income	$	(11,613	)	$	53,619		$	(51,618	)	$	(9,489	)	$	(4,175	)	$	50

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30, 2013

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	252,091		$	(28,253	)	$	—		$	—		$	236,929		$	43,415
Cost of sales		211,976			(28,253	)		—			—			200,239			39,990
Gross profit		40,115			—			—			—			36,690			3,425
Operating expenses
Selling, general and administrative		(20,044	)		—			—			(1,274	)		(16,376	)		(2,394	)
Amortization of acquired intangible assets		(5,542	)		—			—			—			(5,308	)		(234	)
Restructuring costs, net		(827	)		—			—			—			(767	)		(60	)
Antitrust litigation costs		—			—			—			—			—			—
Operating income (loss)		13,702			—			—			(1,274	)		14,239			737
Other expense
Interest (expense) income, net		(13,628	)		—			—			(13,653	)		—			25
Intercompany interest		—			—			—			5,568			(5,497	)		(71	)
Miscellaneous, net		(1,329	)		—			1			—			(1,366	)		36
(Loss) income before income taxes		(1,255	)		—			1			(9,359	)		7,376			727
Income tax (expense) benefit		(580	)		—			—			4,220			(4,301	)		(499	)
Net (loss) income before equity in earnings of subsidiaries		(1,835	)		—			1			(5,139	)		3,075			228
Equity (deficit) in earnings of subsidiaries		—			(1,695	)		(1,836	)		3,303			228			—
Net (loss) income	$	(1,835	)	$	(1,695	)	$	(1,835	)	$	(1,836	)	$	3,303		$	228
Comprehensive (loss) income	$	(390	)	$	(25,466	)	$	19,801		$	(391	)	$	4,748		$	918

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Nine Months Ended September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	754,381		$	(121,691	)	$	—		$	—		$	709,988		$	166,084
Cost of sales		649,955			(121,691	)		—			50			630,536			141,060
Gross profit		104,426			—			—			(50	)		79,452			25,024
Operating expenses
Selling, general and administrative		(49,147	)		—			—			(502	)		(42,743	)		(5,902	)
Amortization of acquired intangible assets		(16,637	)		—			—			—			(15,927	)		(710	)
Restructuring costs, net		(14,200	)		—			—			—			(13,935	)		(265	)
Trademark impairment loss		(38,000	)		—			—			—			(38,000	)		—
Operating (loss) income		(13,558	)		—			—			(552	)		(31,153	)		18,147
Other expense
Interest (expense) income, net		(35,885	)		—			5,439			(41,366	)		(10	)		52
Intercompany interest		—			—			1,514			16,685			(18,031	)		(168	)
Miscellaneous, net		(5,521	)		—			(915	)		—			(4,646	)		40
(Loss) income before income taxes		(54,964	)		—			6,038			(25,233	)		(53,840	)		18,071
Income tax benefit (expense)		19,463			—			(1,951	)		9,510			17,467			(5,563	)
Net (loss) income before equity in earnings of subsidiaries		(35,501	)		—			4,087			(15,723	)		(36,373	)		12,508
Equity (deficit) in earnings of subsidiaries		—			50,945			(39,588	)		(23,865	)		12,508			—
Net (loss) income	$	(35,501	)	$	50,945		$	(35,501	)	$	(39,588	)	$	(23,865	)	$	12,508
Comprehensive (loss) income	$	(43,529	)	$	76,717		$	(60,997	)	$	(42,325	)	$	(26,602	)	$	9,678

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Nine Months Ended September 30, 2013

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	750,359		$	(90,042	)	$	—		$	—		$	706,941		$	133,460
Cost of sales		630,732			(90,042	)		—			—			600,188			120,586
Gross profit		119,627			—			—			—			106,753			12,874
Operating expenses
Selling, general and administrative		(65,372	)		—			—			(7,444	)		(51,307	)		(6,621	)
Amortization of acquired intangible assets		(16,629	)		—			—			—			(15,927	)		(702	)
Restructuring costs, net		(2,936	)		—			—			—			(1,676	)		(1,260	)
Operating income (loss)		34,690			—			—			(7,444	)		37,843			4,291
Other expense
Interest (expense) income, net		(37,766	)		—			—			(40,700	)		(8	)		2,942
Intercompany interest		—			—			—			16,705			(16,481	)		(224	)
Miscellaneous, net		(1,986	)		—			—			—			(4,072	)		2,086
(Loss) income before income taxes		(5,062	)		—			—			(31,439	)		17,282			9,095
Income tax (expense) benefit		(169	)		—			—			11,954			(9,266	)		(2,857	)
Net (loss) income before equity in earnings of subsidiaries		(5,231	)		—			—			(19,485	)		8,016			6,238
Equity (deficit) in earnings of subsidiaries		—			(15,261	)		(5,231	)		14,254			6,238			—
Net (loss) income	$	(5,231	)	$	(15,261	)	$	(5,231	)	$	(5,231	)	$	14,254		$	6,238
Comprehensive (loss) income	$	(2,762	)	$	(22,366	)	$	(1,044	)	$	(2,762	)	$	16,723		$	6,687

Condensed Consolidating Statement of Cash Flows (Unaudited)

Nine Months Ended September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations		Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net cash (used in) provided by operating activities	$	(36,382	)	$	—	$	14	$	(8,150	)	$	(37,679	)	$	9,433
Cash flows from investing activities:
Capital expenditures		(27,059	)		—		—		—			(22,162	)		(4,897	)
Proceeds from sale of property, plant and equipment		1,494			—		—		—			1,004			490
Net cash used in investing activities		(25,565	)		—		—		—			(21,158	)		(4,407	)
Cash flows from financing activities:
Revolver borrowings		20,000			—		—		20,000			—			—
Debt repayments		(2,303	)		—		—		(2,250	)		(44	)		(9	)
Intercompany dividends received (paid)		—			—		—		—			9,446			(9,446	)
Net cash provided by (used in) financing activities		17,697			—		—		17,750			9,402			(9,455	)
Effect of exchange rate changes on cash		(550	)		—		—		—			—			(550	)
Net (decrease) increase in cash and cash equivalents		(44,800	)		—		14		9,600			(49,435	)		(4,979	)
Cash and cash equivalents at beginning of period		76,619			—		1		3,026			57,407			16,185
Cash and cash equivalents at end of period	$	31,819		$	—	$	15	$	12,626		$	7,972		$	11,206

Condensed Consolidating Statement of Cash Flows (Unaudited)

Nine Months Ended September 30, 2013

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations		Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net cash (used in) provided by operating activities	$	(365	)	$	—	$	—	$	(56,289	)	$	48,834		$	7,090
Cash flows from investing activities:
Capital expenditures		(25,286	)		—		—		—			(21,580	)		(3,706	)
Proceeds from sale of property, plant and equipment		47			—		—		—			9			38
Net cash used in investing activities		(25,239	)		—		—		—			(21,571	)		(3,668	)
Cash flows from financing activities:
Debt repayments		(2,285	)		—		—		(2,250	)		(35	)		—
Intercompany divdend (paid) received		—			—		—		—			3,383			(3,383	)
Change in intercompany indebtedness		—			—		—		—			102			(102	)
Net cash (used in ) provided by financing activities		(2,285	)		—		—		(2,250	)		3,450			(3,485	)
Effect of exchange rate changes on cash		(14	)		—		—		—			—			(14	)
Net (decrease) increase in cash and cash equivalents		(27,903	)		—		—		(58,539	)		30,713			(77	)
Cash and cash equivalents at beginning of period		78,917			—		1		61,565			4,921			12,430
Cash and cash equivalents at end of period	$	51,014		$	—	$	1	$	3,026		$	35,634		$	12,353

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Guarantor and Non-Guarantor Financial Statements - Condensed Consolidating Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Parent Guarantor UCI Holdings Limited [Member]	Sep. 30, 2014 Issuer UCI International [Member]	Sep. 30, 2013 Issuer UCI International [Member]	Sep. 30, 2014 Guarantor Subsidiaries [Member]	Sep. 30, 2013 Guarantor Subsidiaries [Member]	Sep. 30, 2014 Non-Guarantor Subsidiaries [Member]	Sep. 30, 2013 Non-Guarantor Subsidiaries [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	$ (36,382)	$ (365)	$ 14	$ (8,150)	$ (56,289)	$ (37,679)	$ 48,834	$ 9,433	$ 7,090
Cash flows from investing activities:
Capital expenditures	(27,059)	(25,286)				(22,162)	(21,580)	(4,897)	(3,706)
Proceeds from sale of property, plant and equipment	1,494	47				1,004	9	490	38
Net cash used in investing activities	(25,565)	(25,239)				(21,158)	(21,571)	(4,407)	(3,668)
Cash flows from financing activities:
Revolver borrowings	20,000			20,000
Debt repayments	(2,303)	(2,285)		(2,250)	(2,250)	(44)	(35)	(9)
Intercompany dividends received (paid)						9,446	3,383	(9,446)	(3,383)
Change in intercompany indebtedness							102		(102)
Net cash provided by (used in) financing activities	17,697	(2,285)		17,750	(2,250)	9,402	3,450	(9,455)	(3,485)
Effect of exchange rate changes on cash	(550)	(14)						(550)	(14)
Net (decrease) increase in cash and cash equivalents	(44,800)	(27,903)	14	9,600	(58,539)	(49,435)	30,713	(4,979)	(77)
Cash and cash equivalents at the beginning of period	76,619	78,917	1	3,026	61,565	57,407	4,921	16,185	12,430
Cash and cash equivalents at the end of period	$ 31,819	$ 51,014	$ 15	$ 12,626	$ 3,026	$ 7,972	$ 35,634	$ 11,206	$ 12,353

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General and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

General and Summary of Significant Accounting Policies

NOTE 1 — GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

UCI Holdings Limited (“Holdings”), an entity domiciled in New Zealand, was incorporated on November 26, 2010 for the purpose of consummating the acquisition of UCI International, Inc., (together with its subsidiaries, “UCI International”). All operations of Holdings are conducted by United Components, Inc. (“UCI”) through its subsidiaries, which is a leading designer, manufacturer and distributor of a broad range of filtration products, fuel delivery and cooling systems products and vehicle electronics products. UCI manufactures and distributes vehicle parts, primarily servicing the vehicle replacement parts market in North America and Europe.

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements include the accounts of Holdings and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements.

The financial statements for the three and nine months ended September 30, 2014 and 2013 are unaudited. In the opinion of management, these financial statements include all adjustments necessary for a fair presentation of the financial position and results of operations for such periods.

The preparation of financial statements in conformity with GAAP 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 the 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 other product returns, insurance reserves, income taxes, pensions and other post-retirement benefits and other factors. Management has exercised reasonableness in deriving these estimates; however, actual results could differ from these estimates.

These financial statements should be read in conjunction with the financial statements and notes thereto included in Holdings’ 2013 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 4, 2014.

Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

Comparatives

Certain comparative balances for the three and nine months ended September 30, 2013 have been reclassified to conform to the current method of presentation.

Recently Adopted Accounting Guidance

On January 1, 2014, Holdings adopted the amendments to guidance issued by the FASB on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The amendments require entities to present an unrecognized tax benefit netted against certain deferred tax assets when specific requirements are met. The adoption of this guidance did not have a material impact on the financial position, results of operations or cash flows of Holdings.

Recently Issued Accounting Guidance

In August 2014, the FASB issued amendments that provide guidance on disclosure of uncertainties about an entity’s ability to continue as a going concern. Under the new guidance, management will be required to evaluate at every interim and annual reporting period whether conditions or events exist that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. In addition, certain disclosure in the financial statements will be required when substantial doubt about the entity’s ability to continue as a going concern exists. These amendments are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2016. Management does not expect the adoption of this guidance to have a material impact on the financial statements of Holdings.

In May 2014, the FASB issued amendments that are a comprehensive new revenue recognition model that require entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. These amendments create common revenue recognition guidance between GAAP and International Financial Reporting Standards. These amendments are effective retrospectively for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption not permitted. Holdings is currently evaluating the new standard.

In April 2014, the FASB issued amendments to change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in a company’s operations and financial results should be reported as discontinued operations, with expanded disclosures. In addition, the new guidance requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify as a discontinued operation. These amendments are effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2014. The guidance applies prospectively to new disposals and new classifications of disposal groups held for sale after the effective date. Management does not expect the adoption of this guidance to have a material impact on the financial statements of Holdings.

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Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Net sales
Third party net sales	$ 239,544	$ 235,030	$ 714,351	$ 694,740
Related party net sales (Note 11)	11,716	17,061	40,030	55,619
Total net sales	251,260	252,091	754,381	750,359
Cost of sales	219,026	211,976	649,955	630,732
Gross profit	32,234	40,115	104,426	119,627
Operating expenses
Selling, general and administrative	(14,444)	(20,044)	(49,147)	(65,372)
Amortization of acquired intangible assets	(5,542)	(5,542)	(16,637)	(16,629)
Restructuring costs, net (Note 2)	(5,823)	(827)	(14,200)	(2,936)
Trademark impairment loss (Note 5)			(38,000)
Operating income (loss)	6,425	13,702	(13,558)	34,690
Other expense
Interest expense, net (Note 8)	(2,074)	(13,628)	(35,885)	(37,766)
Miscellaneous, net (Note 16)	(2,500)	(1,329)	(5,521)	(1,986)
Income (loss) before income taxes	1,851	(1,255)	(54,964)	(5,062)
Income tax benefit (expense)	790	(580)	19,463	(169)
Net income (loss)	2,641	(1,835)	(35,501)	(5,231)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(14,285)	814	(8,121)	518
Pension and OPEB liability, net of tax of ($19), ($391), ($57) and ($782)	31	631	93	1,951
Total other comprehensive (loss) income	(14,254)	1,445	(8,028)	2,469
Comprehensive loss	$ (11,613)	$ (390)	$ (43,529)	$ (2,762)

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Related Party Transactions

9 Months Ended

Sep. 30, 2014

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 11 — RELATED PARTY TRANSACTIONS

Holdings has entered into agreements of indemnification for the benefit of the directors and officers of certain subsidiaries of Holdings, including UCI International, Inc. and the guarantors of the Senior Notes and the Senior Secured Credit Facilities.

The immediate parent of Holdings is UCI Holdings (No.1) Limited and the ultimate controlling entity is UCI Holdings (No.2) Limited. The ultimate sole shareholder of Holdings is Mr. Graeme Hart.

In addition to the related party transactions discussed below, from time to time, Holdings enters into other transactions with affiliates which are not material to Holdings or its affiliates.

During the three and nine months ended September 30, 2014 and 2013, Holdings undertook a number of transactions with the following related party entities under the common ultimate control of Mr. Graeme Hart:

• Autoparts Holdings

• Rank Group Limited

• Reynolds Group Holdings Limited

	Transaction values												Balance outstanding as of
In millions	Three Months Ended September 30, 2014			Three Months Ended September 30, 2013			Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013			September 30, 2014			December 31, 2013
Related Party Receivables
Autoparts Holdings
Recharges (credit) of services (a)	$	(1.7	)	$	(0.5	)	$	(4.3	)	$	3.1		$	(2.7	)	$	(2.3	)
Joint services agreement		2.6			1.8			7.6			4.9			6.1			0.4
Sale of goods		11.7			17.1			40.0			55.6			22.7			20.0
Asset (purchase) sales		0.3			—			0.6			—			0.3			(0.1	)
Purchase of goods		(1.3	)		(0.4	)		(3.1	)		(1.1	)		(1.9	)		(0.7	)
State income taxes		—			—			—			—			—			(0.1	)
														24.5			17.2
Related Party Payables
Autoparts Holdings
Purchase of goods		0.4			0.3			0.6			1.0			0.5			0.4
Rank Group
Recharges of professional fees (b)		0.8			—			0.8			—			0.8			—
Reynolds Group Holdings Limited
Recharges of services		—			0.2			—			0.7			—			0.2
Long-Term Related Party Payables														1.3			0.6
Autoparts Holdings
Deferred income taxes		—			—			—			—			0.4			0.4

Unless otherwise disclosed below, the nature and terms of all related party transactions and repayment terms are the same as disclosed in Holdings’ annual financial statements for the year ended December 31, 2013.

(a) During the three months ended September 30, 2014 and 2013, Holdings received total credits of $1.7 million and incurred costs of $0.6 million, respectively, and during the nine months ended September 30, 2014 and 2013, Holdings received total credits of $4.3 million and incurred costs of $9.9 million, respectively, related to the implementation of the cost sharing and manufacturing arrangements with FRAM Group, business optimization costs (mainly professional fees for various cost saving projects) and to accelerate the manufacture of parts for new model cars previously sourced from external vendors. The amounts in the table are for FRAM Group’s share of these credits and costs.

(b) The professional fees are related to evaluating strategic opportunities including potential merger and acquisition and capital structure activities that are non-operating in nature.

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2014
Document And Entity Information [Abstract]
Document Type	6-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Trading Symbol	UCIH
Entity Registrant Name	UCI HOLDINGS LTD
Entity Central Index Key	0001513050
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	0

XML

Geographic Information

9 Months Ended

Sep. 30, 2014

Text Block [Abstract]

Geographic Information

NOTE 12 — GEOGRAPHIC INFORMATION

Net sales by region were as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
United States	$	204.4	$	205.5	$	610.6	$	621.4
Canada		11.0		9.0		33.0		24.6
Mexico		9.7		11.5		30.7		26.3
Germany		4.2		3.1		11.3		8.0
France		3.5		3.2		11.0		10.4
United Kingdom		2.8		4.0		9.1		12.0
China		2.8		3.0		8.2		7.5
Spain		1.9		2.5		5.6		5.8
Other		11.0		10.3		34.9		34.3
	$	251.3	$	252.1	$	754.4	$	750.3

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

	September 30, 2014		December 31, 2013
United States	$	730.6	$	791.4
China		50.4		49.5
Spain		18.1		20.5
Mexico		9.1		8.2
Other		0.9		1.0
	$	809.1	$	870.6

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Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statement of Comprehensive Income [Abstract]
Tax related to Pension and OPEB liability	$ (19)	$ (391)	$ (57)	$ (782)

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Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2014

Other Liabilities Disclosure [Abstract]

Accrued Expenses and Other Current Liabilities

NOTE 6 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

	September 30, 2014		December 31, 2013
Rebates, credits and discounts due to customers	$	16.9	$	13.8
Taxes payable		9.1		9.4
Insurance		7.3		7.9
Bonuses		6.5		5.5
Salaries and wages		4.4		3.2
Vacation pay		4.0		4.3
Employee benefit plans		2.6		3.7
Professional fees		0.7		1.5
Restructuring reserves		0.5		1.4
Accrued litigation		0.5		1.5
Environmental		0.5		1.0
Other		6.6		5.5
	$	59.6	$	58.7

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Other Intangible Assets

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Other Intangible Assets

NOTE 5 — OTHER INTANGIBLE ASSETS

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

	Amortizable Life	Weighted Average Remaining Life	September 30, 2014													December 31, 2013
			Gross		Impairment			Accumulated Amortization			Effect of Foreign Currency			Net		Net
Acquired intangibles assets
Customer relationships	10 - 15 years	10 years	$	283.6	$	—		$	(80.7	)	$	(0.8	)	$	202.1	$	219.1
Trademarks	5 years	1 years		0.6		—			(0.4	)		—			0.2		0.2
Trademarks	Indefinite	Indefinite		149.0		(38.0	)		—			—			111.0		149.0
Integrated software system	5 years	1 years		11.0		—			(7.6	)		—			3.4		5.1
			$	444.2	$	(38.0	)	$	(88.7	)	$	(0.8	)	$	316.7	$	373.4

During the nine months ended September 30, 2014, Holdings recorded a trademark impairment loss of $38.0 million related to the indefinite-lived trademark intangible asset of its fuel delivery systems product line. A decision by a customer to change suppliers and a change by another customer from branded to private label products triggered the need to test the carrying value of this indefinite-lived intangible asset. A discounted cash flow calculation was performed reflecting the revised forecasted net sales information. This identified that the estimated recoverable amount was less than the carrying value. The impairment is recorded in the interim unaudited condensed consolidated statements of comprehensive income (loss) in trademark impairment loss.

The aggregate intangible amortization expense recorded in the interim unaudited condensed consolidated statements of comprehensive income (loss) was $6.1 million and $18.3 million for the three and nine months ended September 30, 2014, respectively, and $6.1 million and $18.3 million for the three and nine months ended September 30, 2013, respectively. The estimated amortization expense related to acquired intangible assets and the integrated software system for each of the succeeding five years is as follows (in millions):

	Acquired Intangible Assets		Integrated Software System
Remainder of 2014	$	5.5	$	0.5
2015		22.2		2.2
2016		22.2		0.7
2017		22.1		—
2018		22.1		—

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Subsequent Events

9 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

Subsequent Events

NOTE 17 — SUBSEQUENT EVENTS

On October 14, 2014, Holdings sold land and building with a net book value of $1.1 million and classified as assets held for sale on its interim unaudited condensed consolidated balance sheet to Rank Group North America, Inc., a company related by common ultimate control, for proceeds of $2.5 million, being the fair value of the land and building.

On October 31, 2014, Holdings repaid $10.0 million of the Senior Secured Revolving Credit Facility.

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Fair Value Accounting

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Accounting

NOTE 13 — 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) Holdings’ 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 Holdings’ 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.

Assets measured at fair value on a non-recurring basis

During the three and nine months ended September 30, 2014, as part of the filtration manufacturing footprint optimization restructuring discussed in Note 2, certain assets were adjusted to their fair values. During the nine months ended September 30, 2014, Holdings recorded an impairment loss related to the indefinite-lived intangible of its fuel delivery systems product line. See Note 5 for a more detailed discussion. During the nine months ended September 30, 2013, as part of the manufacturing and distribution footprint optimization restructuring discussed in Note 2, certain assets were adjusted to their fair values.

Commodity price risk management

Exposure to market risk for commodity prices can result in changes in the cost of production. When possible, this risk is mitigated through the use of long-term, fixed-price contracts with suppliers. On January 13, 2014, Holdings entered into a commodity-based derivative financial instrument to acquire 205,800 gallons of diesel fuel ratably during the period February 1, 2014 through January 31, 2015. In addition, on March 19, 2014, April 2, 2014 and July 17, 2014, Holdings entered into commodity-based derivative financial instruments to acquire a total of 205,860 gallons of diesel fuel ratably during the period January 1, 2015 through December 31, 2015. Holdings entered into the contracts to commercially hedge the cost of diesel fuel and did not enter into the contracts for speculative purposes. Holdings elected not to document and account for the contracts as effective hedges for accounting purposes, but rather as financial instruments. The cost of entering into the contracts was nil. Changes in the market values of the fuel hedge contracts are recognized as a component of cost of sales in the interim unaudited condensed consolidated statements of comprehensive income (loss). During both the three and nine months ended September 30, 2014, the unrealized losses on these contracts were $0.1 million.

Fair value of financial instruments

Cash and cash equivalents — The carrying amount of cash equivalents approximates fair value because the original maturity was 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 amount of these borrowings equals fair value because their interest rates reflect current market rates.

Long-term debt — The fair value of the Senior Notes was $390.0 million and $406.0 million at September 30, 2014 and December 31, 2013, respectively. The estimated fair value of these notes was based on recent trades, as reported by a third party bond pricing service. Due to the infrequency of trades of these notes, these inputs are considered to be Level 2 inputs.

The fair value of the Senior Secured Term Loan Facility was $289.4 million and $291.0 million at September 30, 2014 and December 31, 2013, respectively. The estimated fair value of borrowings under the Senior Secured Term Loan Facility was based on the bid/ask prices, as reported by a third party bond pricing service. Due to the infrequency of trades, this input is considered to be a Level 2 input.

The fair value of the borrowings under the Senior Secured Revolving Credit Facility was $20.0 million at September 30, 2014. The fair value of these borrowings equals their carrying value because of their short outstanding terms.

The fair value of the economic development loan was $0.3 million and $0.4 million at September 30, 2014 and December 31, 2013, respectively. Since there is no ready market for this type of loan, discounted cash flows were used taking into consideration bond ratings and LIBOR futures. These inputs are considered to be Level 2 inputs.

The estimated fair values of the fuel contracts at September 30, 2014 were less than $0.1 million and the changes in the fair values were recorded as components of cost of sales in the interim unaudited condensed consolidated statement of comprehensive income (loss). The estimated fair values of the fuel contracts were based on information provided by an independent third party who participates in the trading market for financial instruments similar to the fuel contracts. Due to the infrequency of trades of similar financial instruments, this input is considered to be Level 2 input.

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Employee Benefit Plans

9 Months Ended

Sep. 30, 2014

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

NOTE 9 — EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans

The following are the components of net periodic pension expense (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Service cost	$	0.1		$	0.2		$	0.5		$	0.6
Interest cost		3.3			2.9			9.8			8.8
Expected return on plan assets		(3.8	)		(4.0	)		(11.3	)		(12.0	)
Amortization of prior service costs and unrecognized loss		—			0.9			—			2.8
Curtailment and settlement gains recognized		—			—			—			(0.3	)
	$	(0.4	)	$	—		$	(1.0	)	$	(0.1	)

Other Post-retirement Benefits

The following are the components of net periodic other post-retirement expense (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Service cost	$	0.1	$	0.1	$	0.3	$	0.4
Interest cost		0.2		0.1		0.5		0.4
Amortization of prior service costs and unrecognized loss		—		0.1		0.1		0.2
	$	0.3	$	0.3	$	0.9	$	1.0

XML

Fair Value Accounting - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended			9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2014 Maximum [Member]	Sep. 30, 2014 Senior Secured Revolving Credit Facility [Member]	Sep. 30, 2014 Forecast [Member] February 1, 2014 Through January 31, 2015 [Member] gal	Sep. 30, 2014 Forecast [Member] January 1, 2015 Through December 31, 2015 [Member] gal	Sep. 30, 2014 Senior Notes [Member] Level 2 [Member]	Dec. 31, 2013 Senior Notes [Member] Level 2 [Member]	Sep. 30, 2014 Senior Secured Term Loan Facility [Member] Level 2 [Member]	Dec. 31, 2013 Senior Secured Term Loan Facility [Member] Level 2 [Member]	Sep. 30, 2014 Economic Development Loan [Member]	Dec. 31, 2013 Economic Development Loan [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gallons of diesel fuel to be acquired					205,800	205,860
Unrealized losses on contracts	$ 0.1	$ 0.1
Maturity period of cash equivalents			90 days
Long-term debt fair value				20.0			390.0	406.0	289.4	291.0	0.3	0.4
Estimated fair values of fuel contracts			$ 0.1

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Product Returns Liability

9 Months Ended

Sep. 30, 2014

Guarantees [Abstract]

Product Returns Liability

NOTE 7 — PRODUCT RETURNS LIABILITY

The product return liability is comprised of estimated accruals for parts to be returned under warranty and for parts to be returned because of customer excess quantities. Holdings provides warranties for its products’ performance. Warranty periods vary by part. In addition to returns under warranty, Holdings 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 Holdings does not have a contractual obligation to accept excess quantity returns from all customers, common practice for Holdings and the industry is to accept periodic returns of excess quantities from ongoing customers. If a customer elects to cease purchasing from Holdings and change to another vendor, it is industry practice for the new vendor, and not Holdings, to accept any inventory returns resulting from the vendor change and any subsequent inventory returns. During the nine months ended September 30, 2014, product returns reserves of $1.8 million related to current customers were reduced due to contractual changes, increasing third party and total net sales in the interim unaudited condensed consolidated statements of comprehensive income (loss).

Changes in Holdings’ product returns accrual were as follows (in millions):

	Nine Months Ended September 30,
	2014			2013
Beginning of period	$	42.0		$	46.0
Expenditures		(29.1	)		(30.3	)
Provisions, net		27.1			29.7
End of period	$	40.0		$	45.4

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Debt

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Debt

NOTE 8 — DEBT

Debt is summarized as follows (in millions):

	September 30, 2014			December 31, 2013
Senior Secured Revolving Credit Facility	$	20.0		$	—
Senior Secured Term Loan Facility		288.8			291.0
Senior Notes		400.0			400.0
Capital lease obligations		0.2			0.3
Economic development loan		0.3			0.4
Unamortized original issue discount		(0.4	)		(0.6	)
		708.9			691.1
Less:
Current maturities		23.2			3.2
Long-term debt	$	685.7		$	687.9

Senior Secured Credit Facilities

On January 26, 2011, Holdings, as a guarantor, and UCI International, Inc., as borrower, entered into a $375.0 million senior secured credit facilities agreement (the “Senior Secured Credit Facilities”) comprised of a $300.0 million senior secured term loan facility due July 26, 2017 (the “Senior Secured Term Loan Facility”) and a $75.0 million senior secured revolving credit facility due January 26, 2016 (the “Senior Secured Revolving Credit Facility”). At September 30, 2014, letters of credit issued under the Senior Secured Revolving Credit Facility totaled $6.5 million and outstanding borrowings under the Senior Secured Revolving Credit Facility were $20.0 million, which reduced the availability under the Senior Secured Revolving Credit Facility to $48.5 million. At December 31, 2013, letters of credit issued under the Senior Secured Revolving Credit Facility totaled $7.3 million, which reduced the availability under the Senior Secured Revolving Credit Facility to $67.7 million. At December 31, 2013, there were no borrowings outstanding under the Senior Secured Revolving Credit Facility.

The Senior Secured Credit Facilities contain customary covenants that restrict Holdings and its subsidiaries from certain activities including, among other things, incurring debt, creating liens over assets, selling or acquiring assets and making restricted payments, in each case except as permitted under the Senior Secured Credit Facilities. Holdings and its subsidiaries also must comply with a minimum interest coverage ratio covenant, a maximum senior secured leverage ratio covenant and with annual limitations on capital expenditures. In addition, there is an annual excess cash flow prepayment provision. Holdings is required to make mandatory prepayments equal to 50% of Excess Cash Flow (as defined in the Senior Secured Credit Facilities) if the senior secured leverage ratio is greater than 2.0 to 1.0, or 25% of Excess Cash Flow if the senior secured leverage ratio is less than or equal to 2.0 to 1.0. Holdings was not required to make a prepayment based upon the excess cash flow calculation for the year ended December 31, 2013. At September 30, 2014 and December 31, 2013, Holdings and its subsidiaries were in compliance with all applicable covenants.

Senior Notes

On January 26, 2011, UCI International, Inc. issued $400.0 million aggregate principal amount of 8.625% Senior Notes due 2019 (the “Senior Notes”). The Senior Notes are guaranteed on a senior basis by Holdings and certain of its subsidiaries. The Senior Notes bear interest at a rate of 8.625% per annum, and interest is payable semi-annually on February 15 and August 15.

The indenture governing the Senior Notes contains covenants that restrict the ability of Holdings and its subsidiaries to, among other things, incur additional debt or issue disqualified and preferred stock, make certain payments including payment of dividends or redemption of stock, make certain investments, incur certain liens, sell assets, merge or consolidate with other entities, and enter into transactions with affiliates. As of September 30, 2014 and December 31, 2013, Holdings and its subsidiaries were in compliance with all applicable covenants.

Economic Development Loan

On September 17, 2012, Wells Manufacturing, L.P. (“Wells”), a wholly-owned indirect subsidiary of Holdings, entered into an economic development loan for $0.5 million with the Fond du Lac County Economic Development Corp. to assist with the expansion of the vehicle electronics facility in Fond du Lac, Wisconsin. This economic development loan has a five-year maturity with annual principal payments of $0.1 million and bears interest at 2.0% per annum. Both principal and interest payments are due annually on October 1, commencing October 1, 2013. The economic development loan contains a provision that in the event the vehicle electronics business meets and maintains certain employee headcount and wage requirements, measured on an annual basis, all or a portion of the principal and interest due will be forgiven. As of September 30, 2014 and 2013, Wells met the requirements set forth above for both the first and second annual principal and interest payments and received debt forgiveness in the amount of $0.1 million each for the payments due October 1, 2014 and 2013. The debt forgiveness is recorded as a gain in miscellaneous, net in the interim unaudited condensed consolidated statements of comprehensive income (loss).

Future repayments

Below is a schedule of required future repayments of all debt outstanding on September 30, 2014 (in millions).

Remainder of 2014	$	20.8
2015		3.2
2016		3.2
2017		282.1
2018		—
Thereafter		400.0
	$	709.3

Interest expense, net

The following table provides the detail of net interest expense for the respective periods (in millions). Capitalized interest was less than $0.1 million and $0.1 million for the three months ended September 30, 2014 and 2013, respectively, and $0.1 million and $0.6 million for the nine months ended September 30, 2014 and 2013, respectively.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Interest expense
Senior Secured Revolving Credit Facility	$	0.1		$	—	$	0.1		$	—
Senior Secured Term Loan Facility		4.1			4.1		12.1			12.2
Senior Notes		8.7			8.7		25.9			25.9
Other		0.2			0.2		0.8			0.3
Amortization
Debt issue costs
Senior Secured Term Loan Facility		0.2			0.2		0.9			0.8
Senior Notes		0.5			0.4		1.1			1.0
Senior Secured Revolving Credit Facility		0.1			0.1		0.3			0.3
Original issue discounts		—			—		0.2			0.2
Unrealized foreign exchange gains		(11.8	)		—		(5.4	)		—
Total interest expense		2.1			13.7		36.0			40.7
Interest income		—			—		(0.1	)		(2.9	)
Interest expense, net	$	2.1		$	13.7	$	35.9		$	37.8

In December 2013, Holdings established a $100.0 million, U.S. dollar-denominated, intercompany loan with one of its U.S. subsidiaries. The non-cash unrealized foreign exchange gains arose from a strengthening of the U.S. dollar against the New Zealand dollar. The intercompany loan is eliminated upon consolidation, but in accordance with GAAP the impact of currency exchange rate fluctuations is recorded in interest expense, net in the interim unaudited condensed consolidated statements of comprehensive income (loss).

During the nine months ended September 30, 2013, one of Holdings’ Mexican subsidiaries received refund payments related to value-added tax receivables. The refunds received included $2.8 million of interest income which is recorded in interest expense, net in the interim unaudited condensed consolidated statements of comprehensive income (loss).

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Contingencies

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Contingencies

NOTE 10 — CONTINGENCIES

Insurance Reserves

Holdings purchases insurance policies for workers’ compensation, automobile and product and general liability. These policies include high deductibles for which Holdings 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 Holdings is responsible are included in the interim unaudited condensed consolidated balance sheets in accrued expenses and other current liabilities. Holdings’ self-insured insurance reserves, including group medical insurance reserves, were $7.3 million and $7.9 million as of September 30, 2014 and December 31, 2013, respectively.

Environmental

Holdings is subject to a variety of federal, state, local and foreign environmental, health and safety 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 International or its predecessors have been identified as a potentially responsible party, or is otherwise currently responsible, for contamination at five sites, including a former facility in Edison, New Jersey (the “New Jersey Site”), and at a previously owned site in Solano County, California (the “California Site”). Both sites involve the investigation of chlorinated solvent contamination. 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 $1.0 million accrued at September 30, 2014 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 the results of operations for a single quarter.

In addition to the two matters discussed above, UCI International or its predecessors have been named as a potentially responsible party at a third-party waste disposal site in Calvert City, Kentucky, a former manufacturing site and at an EPA Superfund site in Mayville, Wisconsin. On April 15, 2014, Holdings reached a settlement agreement for the Mayville, Wisconsin site for less than $0.1 million which was paid on April 16, 2014. As of September 30, 2014, UCI International had reserves of $0.1 million for settlement and remediation costs of the Calvert City, Kentucky and the former manufacturing site, the majority of which is anticipated to be spent in the next year.

As of September 30, 2014, environmental liability accruals of $0.5 million and $0.6 million are recorded in accrued expenses and other current liabilities and other long-term liabilities, respectively, in the interim unaudited condensed consolidated balance sheets. As of December 31, 2013, environmental liability accruals of $1.0 million and $0.5 million are recorded in accrued expenses and other current liabilities and other long-term liabilities, respectively, in the interim unaudited condensed consolidated balance sheets.

Antitrust Litigation

Starting in 2008, UCI and Champion Laboratories, Inc. (“Champion”) were named as defendants in class actions on behalf of all persons that purchased aftermarket filters in the U.S. directly from the defendants, from 1999 to March 8, 2012. Others actions were putative class actions on behalf of all persons who acquired indirectly aftermarket filters manufactured and/or distributed by one or more of the defendants, from 1999 to March 8, 2012. The complaints (collectively, the “U.S. Actions”) sought treble damages, an injunction against future violations, costs and attorney’s fees. Also in 2008, Champion, but not UCI, was named as a defendant in two separate complaints in Ontario and Quebec (the “Ontario Action” and the “Quebec Action”, respectively, and, collectively, the “Canadian Actions”). The complaints included allegations similar to those in the U.S. Actions, and were brought as putative class actions on behalf of all persons in Canada that purchased aftermarket filters directly or indirectly from the defendants.

U.S. Actions

On February 9, 2012, the parties announced that Champion and two other defendants had reached an agreement in principle with all plaintiffs to settle the U.S. Actions. During 2012, the settlement agreement was executed, approved by the court, paid and finalized.

Canadian Actions

In 2008, Champion, but not UCI, was named as one of five defendants in the Quebec Action and as one of 14 defendants in the Ontario Action. The Quebec Action alleges conspiracy violations under the Canadian Competition Act and violations of the obligation to act in good faith related to the sale of aftermarket filters. The Ontario Action alleges civil conspiracy, intentional interference with economic interests, and conspiracy violations under the Canadian Competition Act related to the sale of aftermarket filters.

On September 12, 2013, all defendants executed a settlement agreement with all plaintiffs in the Canadian Actions. The Ontario Court granted preliminary approval of the settlement with respect to the Ontario Action on October 3, 2013, which was recorded and paid by Champion to a trust account for the benefit of the settlement class members in the Canadian Actions during the year ended December 31, 2013. The settlement of the Ontario Action was approved by the court in January 2014. The settlement of the Quebec Action was approved by the court in April 2014.

During each of the three and nine months ended September 30, 2014, Holdings incurred post-trial costs of less than $0.1 million related to the Canadian Actions. During each of the three and nine months ended September 30, 2013, Holdings recorded $0.1 million associated with the Canadian Actions settlement and incurred post-trial costs of $0.1 million related to the Canadian Actions. These amounts are included in selling, general and administrative in the interim unaudited condensed consolidated statements of comprehensive income (loss).

Patent Litigation

Champion was named as a defendant in a complaint filed by Hengst of North America, Inc. (“Hengst”), on August 23, 2013 in the United States District Court for the District of South Carolina, Columbia Division, pursuant to which Hengst claims that certain of Champion’s products infringe on a Hengst patent. On February 14, 2014, Champion and Hengst reached a settlement of this litigation. The settlement includes the payment of $2.2 million by Champion to Hengst, a license from Hengst to Champion of certain intellectual property in exchange for royalty payments, $0.8 million in rebates granted to Champion for future purchases by Champion of Hengst products and the dismissal with prejudice of this case. As of December 31, 2013, Champion had accrued $2.2 million for the settlement. During the nine months ended September 30, 2014, Champion made scheduled payments of $1.4 million. The remainder of the payments will be $0.2 million to be made on or before July 1 of each year 2015 through 2018.

Product Recall

In January 2014, Holdings was notified by one of its customers that the customer was recalling certain defective parts manufactured by one of Holdings’ U.S. subsidiaries. As of September 30, 2014, Holdings had reserves of $0.6 million for the estimated costs of the recall in the interim unaudited condensed consolidated balance sheets, which were recorded as of December 31, 2013. The estimate included costs of replacement parts and labor and other costs associated with the recall. As of September 30, 2014, there have been no claims against Holdings related to this recall.

During the year ended December 31, 2012, Holdings recalled certain defective products manufactured by its Chinese operations and distributed by its Spanish subsidiary. As of September 30, 2014, Holdings had paid $1.0 million (€0.8 million) of costs related to this matter and a remaining accrual of $0.1 million (€0.1 million) is recorded in the interim unaudited condensed consolidated balance sheet. Holdings believes that it has insurance coverage for a significant percentage of the costs related to this matter. As of September 30, 2014, Holdings has filed claims totaling $0.9 million (€0.7 million) with its insurance carrier and received reimbursement for claims and product recall costs totaling $0.9 million (€0.7 million), including $0.2 million (€0.2 million) received during the nine months ended September 30, 2014, under its insurance coverage, which was recorded as a reduction in warranty expenses. No additional provisions for this matter were recorded in the nine months ended September 30, 2014.

Other Litigation

Holdings 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, Holdings believes that the outcome of any of these currently existing proceedings, even if determined adversely, would not have a material adverse effect on its financial condition or results of operations.

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Miscellaneous, Net - Summary of Miscellaneous, Net (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Other Income and Expenses [Abstract]
Costs associated with the sale of receivables	$ 1,700,000	$ 1,400,000	$ 4,700,000	$ 4,000,000
Strategic review costs	900,000		900,000
Debt forgiveness	(100,000)	(100,000)	(100,000)	(100,000)
Value-added tax refunds				(1,900,000)
Other expense, net	$ (2,500,000)	$ (1,329,000)	$ (5,521,000)	$ (1,986,000)

XML

Guarantor and Non-Guarantor Financial Statements - Condensed Consolidating Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 31,819	$ 76,619	$ 51,014	$ 78,917
Accounts receivable, net	204,131	221,872
Related party receivables	24,544	17,179
Inventories, net	232,926	202,412
Asset held for sale	1,355
Deferred tax assets	31,037	30,256
Other current assets	27,329	22,776
Total current assets	553,141	571,114
Property, plant and equipment, net	169,878	168,772
Goodwill	308,614	309,703
Other intangible assets, net	316,724	373,433
Deferred financing costs, net	12,357	14,622
Other long-term assets	1,568	4,115
Total assets	1,362,282	1,441,759
Current liabilities
Accounts payable	135,624	152,052
Current maturities of long-term debt	23,161	3,176
Related party payables	1,331	587
Product returns liability	39,954	42,031	45,400	46,000
Interest payable	4,458	13,081
Accrued expenses and other current liabilities	59,569	58,665
Total current liabilities	264,097	269,592
Long-term debt, less current maturities	685,696	687,860
Long-term related party payables	361	361
Pension and other post-retirement liabilities	57,896	62,256
Deferred tax liabilities	99,316	122,983
Other long-term liabilities	2,663	2,925
Total shareholder's equity (deficit)	252,253	295,782	268,399	271,161
Total liabilities and shareholder's equity	1,362,282	1,441,759
Eliminations [Member]
Current assets
Intercompany receivables - current	(237,834)	(237,446)
Total current assets	(237,834)	(237,446)
Investment in subsidiaries	(907,427)	(966,882)
Intercompany receivables - non-current	(100,005)	(105,071)
Total assets	(1,245,266)	(1,309,399)
Current liabilities
Intercompany payables - current	(237,834)	(237,446)
Total current liabilities	(237,834)	(237,446)
Intercompany payables - non-current	(100,005)	(105,071)
Total shareholder's equity (deficit)	(907,427)	(966,882)
Total liabilities and shareholder's equity	(1,245,266)	(1,309,399)
Parent Guarantor UCI Holdings Limited [Member]
Current assets
Cash and cash equivalents	15	1	1	1
Intercompany receivables - current	1,567
Other current assets	59
Total current assets	1,641	1
Investment in subsidiaries	153,404	195,733
Intercompany receivables - non-current	100,000	100,066
Total assets	255,045	295,800
Current liabilities
Related party payables	761	17
Accrued expenses and other current liabilities	2,031	1
Total current liabilities	2,792	18
Total shareholder's equity (deficit)	252,253	295,782
Total liabilities and shareholder's equity	255,045	295,800
Issuer UCI International [Member]
Current assets
Cash and cash equivalents	12,626	3,026	3,026	61,565
Intercompany receivables - current	173,090	191,260
Deferred tax assets	1,466	1,456
Other current assets	2,330	2,156
Total current assets	189,512	197,898
Investment in subsidiaries	645,010	671,628
Deferred financing costs, net	12,357	14,622
Total assets	846,879	884,148
Current liabilities
Current maturities of long-term debt	23,000	3,000
Intercompany payables - current	730	1,317
Interest payable	4,458	13,081
Accrued expenses and other current liabilities	(3,135)	800
Total current liabilities	25,053	18,198
Long-term debt, less current maturities	685,354	687,379
Deferred tax liabilities	(16,932)	(17,162)
Total shareholder's equity (deficit)	153,404	195,733
Total liabilities and shareholder's equity	846,879	884,148
Guarantor Subsidiaries [Member]
Current assets
Cash and cash equivalents	7,972	57,407	35,634	4,921
Intercompany receivables - current	35,536	25,594
Accounts receivable, net	183,674	203,577
Related party receivables	24,544	17,179
Inventories, net	200,781	173,253
Asset held for sale	1,355
Deferred tax assets	28,097	27,887
Other current assets	17,946	14,619
Total current assets	499,905	519,516
Property, plant and equipment, net	124,835	125,462
Investment in subsidiaries	109,013	99,521
Goodwill	278,570	278,569
Other intangible assets, net	310,754	366,333
Intercompany receivables - non-current	5	5,005
Other long-term assets	773	3,344
Total assets	1,323,855	1,397,750
Current liabilities
Accounts payable	112,621	119,775
Current maturities of long-term debt	159	176
Related party payables		191
Intercompany payables - current	204,637	213,079
Product returns liability	39,400	41,758
Accrued expenses and other current liabilities	50,859	51,773
Total current liabilities	407,676	426,752
Long-term debt, less current maturities	316	461
Long-term related party payables	361	361
Pension and other post-retirement liabilities	57,091	61,448
Deferred tax liabilities	111,724	135,140
Intercompany payables - non-current	100,000	100,066
Other long-term liabilities	1,677	1,894
Total shareholder's equity (deficit)	645,010	671,628
Total liabilities and shareholder's equity	1,323,855	1,397,750
Non-Guarantor Subsidiaries [Member]
Current assets
Cash and cash equivalents	11,206	16,185	12,353	12,430
Intercompany receivables - current	27,641	20,592
Accounts receivable, net	20,457	18,295
Inventories, net	32,145	29,159
Deferred tax assets	1,474	913
Other current assets	6,994	6,001
Total current assets	99,917	91,145
Property, plant and equipment, net	45,043	43,310
Goodwill	30,044	31,134
Other intangible assets, net	5,970	7,100
Other long-term assets	795	771
Total assets	181,769	173,460
Current liabilities
Accounts payable	23,003	32,277
Current maturities of long-term debt	2
Related party payables	570	379
Intercompany payables - current	32,467	23,050
Product returns liability	554	273
Accrued expenses and other current liabilities	9,814	6,091
Total current liabilities	66,410	62,070
Long-term debt, less current maturities	26	20
Pension and other post-retirement liabilities	805	808
Deferred tax liabilities	4,524	5,005
Intercompany payables - non-current	5	5,005
Other long-term liabilities	986	1,031
Total shareholder's equity (deficit)	109,013	99,521
Total liabilities and shareholder's equity	$ 181,769	$ 173,460

XML

Other Information - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Customer	Sep. 30, 2013 Customer	Dec. 31, 2013
Schedule Of Other Information [Line Items]
Cash balances	$ 11,200,000		$ 11,200,000		$ 16,200,000
Income tax (expense) benefit	790,000	(580,000)	19,463,000	(169,000)
Effective tax rate	(44.40%)	(38.50%)	35.50%	(2.00%)
Pre-tax income (loss)	1,851,000	(1,255,000)	(54,964,000)	(5,062,000)
Number of customers			3	1
Shares authorized	1,002		1,002		1,002
Shares issued	1,002		1,002		1,002
Shares outstanding	1,002		1,002		1,002
Sales Revenue, Net [Member]
Schedule Of Other Information [Line Items]
Percentage of total net sales			10.00%	10.00%
Spanish Subsidiary [Member]
Schedule Of Other Information [Line Items]
Cash dividend distributed			7,600,000
Mexican Subsidiary [Member]
Schedule Of Other Information [Line Items]
Cash dividend distributed			1,800,000
AutoZone [Member]
Schedule Of Other Information [Line Items]
Receivable balances	96,900,000		96,900,000		129,100,000
AutoZone [Member] | Sales Revenue, Net [Member]
Schedule Of Other Information [Line Items]
Percentage of total net sales			26.80%	29.00%
General Motors Company [Member]
Schedule Of Other Information [Line Items]
Receivable balances	20,400,000		20,400,000		17,600,000
General Motors Company [Member] | Sales Revenue, Net [Member]
Schedule Of Other Information [Line Items]
Percentage of total net sales			14.50%
Advance Stores Company, Inc [Member]
Schedule Of Other Information [Line Items]
Receivable balances	$ 13,100,000		$ 13,100,000
Advance Stores Company, Inc [Member] | Sales Revenue, Net [Member]
Schedule Of Other Information [Line Items]
Percentage of total net sales			10.40%

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Geographic Information (Tables)

9 Months Ended

Sep. 30, 2014

Text Block [Abstract]

Net Sales by Region

Net sales by region were as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
United States	$	204.4	$	205.5	$	610.6	$	621.4
Canada		11.0		9.0		33.0		24.6
Mexico		9.7		11.5		30.7		26.3
Germany		4.2		3.1		11.3		8.0
France		3.5		3.2		11.0		10.4
United Kingdom		2.8		4.0		9.1		12.0
China		2.8		3.0		8.2		7.5
Spain		1.9		2.5		5.6		5.8
Other		11.0		10.3		34.9		34.3
	$	251.3	$	252.1	$	754.4	$	750.3

Net Long-lived Assets by Country

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

	September 30, 2014		December 31, 2013
United States	$	730.6	$	791.4
China		50.4		49.5
Spain		18.1		20.5
Mexico		9.1		8.2
Other		0.9		1.0
	$	809.1	$	870.6

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Debt - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended				3 Months Ended		9 Months Ended		9 Months Ended					9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Jan. 26, 2011	Sep. 30, 2014 Maximum [Member]	Sep. 30, 2013 Maximum [Member]	Sep. 30, 2014 Senior Secured Credit Facilities [Member]	Jan. 26, 2011 Senior Secured Credit Facilities [Member]	Sep. 30, 2014 Senior Secured Term Loan Facility [Member]	Jan. 26, 2011 Senior Secured Term Loan Facility [Member]	Sep. 30, 2014 Senior Secured Revolving Credit Facility [Member]	Dec. 31, 2013 Senior Secured Revolving Credit Facility [Member]	Jan. 26, 2011 Senior Secured Revolving Credit Facility [Member]	Sep. 30, 2014 Economic Development Loan [Member]	Sep. 17, 2012 Economic Development Loan [Member]	Jan. 26, 2011 Senior Notes [Member]
Debt Instrument [Line Items]
Senior secured credit facilities										$ 375,000,000		$ 300,000,000			$ 75,000,000
Letters of credit outstanding amount													20,000,000	7,300,000
Availability of senior secured revolving facility													48,500,000	67,700,000
Borrowings outstanding under credit facilities													6,500,000	0
Debt instrument maturity date									Jan. 26, 2016		Jul. 26, 2017
Percentage Excess Cash Flow, mandatory prepayments	50.00%		50.00%
Step Down Percentage of excess cash flow, mandatory prepayments of debt	25.00%		25.00%
Senior secured leverage ratio									2.0
Excess cash flow prepayment provision									Holdings is required to make mandatory prepayments equal to 50% of Excess Cash Flow (as defined in the Senior Secured Credit Facilities) if the senior secured leverage ratio is greater than 2.0 to 1.0, or 25% of Excess Cash Flow if the senior secured leverage ratio is less than or equal to 2.0 to 1.0.
Aggregate principal amount of Senior Notes	400,000,000		400,000,000		400,000,000	400,000,000
Interest percentage																2.00%		8.625%
Loan amount	709,300,000		709,300,000														500,000
Maturity period of loan																5 years
Annual principal payments																100,000
Principal and interest payments commencing																Oct. 01, 2013
Debt forgiveness received	100,000	100,000	100,000	100,000												100,000
Capitalized interest			100,000	600,000			100,000	100,000
Intercompany loan, amount					100,000,000
Payments related to value-added tax receivables		$ 2,800,000		$ 2,800,000

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Other Information

9 Months Ended

Sep. 30, 2014

Text Block [Abstract]

Other Information

NOTE 15 — OTHER INFORMATION

Cash payments

Cash payments for interest and income taxes (net of refunds) were as follows (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Interest	$	21.7	$	21.6	$	47.7	$	47.6
Income taxes (net of refunds)	$	2.3	$	0.4	$	4.0	$	2.4

Non-U.S. cash

Holdings has its bank accounts with a relatively small number of high quality financial institutions. Substantially all of the cash and cash equivalents, including cash balances at non-U.S. subsidiaries, at September 30, 2014 and December 31, 2013, were uninsured. Holdings’ non-U.S. subsidiaries had cash balances of $11.2 million and $16.2 million at September 30, 2014 and December 31, 2013, respectively. During the nine months ended September 30, 2014, Holdings’ Spanish subsidiary and one of its Mexican subsidiaries distributed cash dividends of $7.6 million and $1.8 million, respectively, to their U.S. parent companies.

Income tax matters

During the three months ended September 30, 2014, Holdings recorded an income tax benefit of $0.8 million, or a negative 44.4% effective tax rate, on a pre-tax income of $1.8 million. The effective tax rate differs from the U.S. federal statutory rate principally due to provision of U.S. deferred income tax expense on undistributed earnings of Holdings’ Spanish subsidiary, valuation allowances against certain deferred tax assets and withholding taxes on dividend distributions from Holdings’ Spanish subsidiary, partially offset by non-U.S. tax rate differences and state income taxes. During the nine months ended September 30, 2014, Holdings recorded an income tax benefit of $19.5 million, or a 35.5% effective tax rate, on a pre-tax loss of $55.0 million. The effective tax rate differs from the U.S. federal statutory rate principally due to by non-U.S. tax rate differences, state income taxes and an adjustment from the resolution of transfer price assessments at one of Holdings’ Chinese subsidiaries between the U.S. and China tax authorities, partially offset by provision of U.S. deferred income tax expense on undistributed earnings of Holdings’ Spanish subsidiary, valuation allowances against certain deferred tax assets and withholding taxes on dividend distributions from Holdings’ Spanish subsidiary.

During the three months ended September 30, 2013, Holdings recorded income tax expense of $0.5 million, or a negative 38.5% effective tax rate, on a pre-tax loss of $1.3 million. The effective tax rate differs from the U.S. federal statutory rate principally due to provision of U.S. deferred income tax expense on undistributed earnings of a Spanish subsidiary, withholding taxes on a dividend distribution from a Spanish subsidiary and income tax expense associated with reversal of the permanent manufacturing deduction, offset in part by provision to return adjustments, state income taxes and research and development credits. During the nine months ended September 30, 2013, Holdings recorded income tax expense of $0.1 million, or a negative 2.0% effective tax rate, on a pre-tax loss of $5.1 million. The effective tax rate differs from the U.S. federal statutory rate principally due to provision of U.S. deferred income tax expense on undistributed earnings of a Spanish subsidiary and withholding taxes on dividend distributions from a Spanish subsidiary, in part offset by research and development credits, foreign tax rate differences, state income taxes and provision to return adjustments.

Concentrations of risk

Holdings sells vehicle parts to a wide base of customers primarily in the automotive aftermarket. Holdings has outstanding receivables owed by these customers and to date has experienced no significant collection problems. For the nine months ended September 30, 2014, sales to three customers, AutoZone, Inc. (“AutoZone”), General Motors Company (“GM”) and Advance Stores Company, Inc. (“Advance”), accounted for 26.8%, 14.5% and 10.4% of total net sales, respectively. For the nine months ended September 30, 2013, sales to a single customer, AutoZone, accounted for 29.0% of total net sales. No other customer accounted for more than 10% of total net sales for the nine months ended September 30, 2014 and 2013. At September 30, 2014 and December 31, 2013, the receivable balances from AutoZone were $96.9 million and $129.1 million, respectively. At September 30, 2014 and December 31, 2013, the receivable balances from GM were $20.4 million and $17.6 million, respectively. At September 30, 2014 the receivable balance from Advance was $13.1 million.

Capital stock

At both September 30, 2014 and December 31, 2013, there were 1,002 ordinary shares of Holdings authorized, issued and outstanding.

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Restructuring Costs, Net (Tables)

9 Months Ended

Sep. 30, 2014

Restructuring and Related Activities [Abstract]

Components of Restructuring Costs, Net

The components of restructuring costs, net are as follows (in millions):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Manufacturing and distribution footprint optimization	$	5.6		$	0.2	$	10.8		$	0.4
Severance		—			0.6		3.3			2.0
Impairment of property, plant and equipment		0.3			—		0.3			0.8
Gain on sale of equipment		(0.1	)		—		(0.2	)		—
Curtailment and settlement gains		—			—		—			(0.3	)
	$	5.8		$	0.8	$	14.2		$	2.9

Summary of Activities in Accrued Restructuring Reserves, Including Pension Curtailments and Settlements

The following table summarizes the activity in accrued restructuring reserves, including pension curtailments and settlements, during the nine months ended September 30, 2014 and 2013 (in millions):

	Severance Costs			Asset Impairments			Pension Curtailment and Settlements			Other			Total
Balance at December 31, 2013	$	1.4		$	—		$	—		$	—		$	1.4
Charges		3.3			0.3			—			10.6			14.2
Usage		(4.2	)		(0.3	)		—			(10.6	)		(15.1	)
Balance at September 30, 2014	$	0.5		$	—		$	—		$	—		$	0.5
Balance at December 31, 2012	$	1.3		$	—		$	0.9		$	—		$	2.2
Charges		2.0			0.8			(0.3	)		0.4			2.9
Usage		(2.3	)		(0.8	)		(0.5	)		(0.4	)		(4.0	)
Balance at September 30, 2013	$	1.0		$	—		$	0.1		$	—		$	1.1

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Product Returns Liability - Changes in Holdings' Product Returns Accrual (Detail) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]
Beginning of period	$ 42,031,000	$ 46,000,000
Expenditures	(29,100,000)	(30,300,000)
Provisions, net	27,100,000	29,700,000
End of period	$ 39,954,000	$ 45,400,000

XML

Restructuring Costs, Net - Summary of Activities in Accrued Restructuring Reserves, Including Pension Curtailments and Settlements (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Restructuring Cost and Reserve [Line Items]
Beginning Balance			$ 1,400,000	$ 2,200,000
Charges	5,823,000	827,000	14,200,000	2,936,000
Usage			(15,100,000)	(4,000,000)
Ending Balance	500,000	1,100,000	500,000	1,100,000
Severance Costs [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance			1,400,000	1,300,000
Charges			3,300,000	2,000,000
Usage			(4,200,000)	(2,300,000)
Ending Balance	500,000	1,000,000	500,000	1,000,000
Asset Impairments [Member]
Restructuring Cost and Reserve [Line Items]
Charges			300,000	800,000
Usage			(300,000)	(800,000)
Pension Curtailment and Settlements [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance				900,000
Charges				(300,000)
Usage				(500,000)
Ending Balance		100,000		100,000
Other [Member]
Restructuring Cost and Reserve [Line Items]
Charges			10,600,000	400,000
Usage			$ (10,600,000)	$ (400,000)

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:
Net loss attributable to equity holder	$ (35,501)	$ (5,231)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	42,058	39,430
Amortization of deferred financing costs and debt issuance costs	2,490	2,355
(Gain) loss on sale of property, plant and equipment	(44)	216
Unrealized foreign exchange gains	(5,439)
Trademark impairment loss	38,000
Asset impairments	250	760
Deferred income taxes	(22,809)	(6,439)
Other non-cash items, net	(301)	(861)
Changes in operating assets and liabilities:
Accounts receivable	16,596	(19,831)
Related party receivables, net	(6,620)	(8,838)
Inventories	(31,237)	(6,994)
Other current assets	(4,665)	5,160
Other assets	2,564	(425)
Accounts payable	(16,104)	6,481
Accrued expenses and other current liabilities	(11,153)	(4,776)
Other long-term liabilities	(4,467)	(1,372)
Net cash used in operating activities	(36,382)	(365)
Cash flows from investing activities:
Capital expenditures	(27,059)	(25,286)
Proceeds from sale of property, plant and equipment	1,494	47
Net cash used in investing activities	(25,565)	(25,239)
Cash flows from financing activities:
Revolver borrowings	20,000
Debt repayments	(2,303)	(2,285)
Net cash provided by (used in) financing activities	17,697	(2,285)
Effect of exchange rate changes on cash	(550)	(14)
Net decrease in cash and cash equivalents	(44,800)	(27,903)
Cash and cash equivalents at the beginning of period	76,619	78,917
Cash and cash equivalents at the end of period	$ 31,819	$ 51,014

XML

Inventories

9 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

Inventories

NOTE 4 — INVENTORIES

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

	September 30, 2014		December 31, 2013
Raw materials	$	77.9	$	63.9
Work in process		39.3		34.5
Finished products		115.7		104.0
	$	232.9	$	202.4

XML

Geographic Information - Net Sales by Region (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 251,260	$ 252,091	$ 754,381	$ 750,359
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	204,400	205,500	610,600	621,400
Canada [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	11,000	9,000	33,000	24,600
Mexico [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	9,700	11,500	30,700	26,300
Germany [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	4,200	3,100	11,300	8,000
France [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	3,500	3,200	11,000	10,400
United Kingdom [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	2,800	4,000	9,100	12,000
China [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	2,800	3,000	8,200	7,500
Spain [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	1,900	2,500	5,600	5,800
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 11,000	$ 10,300	$ 34,900	$ 34,300

XML

Inventories (Tables)

9 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

Components of Inventories

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

	September 30, 2014		December 31, 2013
Raw materials	$	77.9	$	63.9
Work in process		39.3		34.5
Finished products		115.7		104.0
	$	232.9	$	202.4

XML

Guarantor and Non-Guarantor Financial Statements (Tables)

9 Months Ended

Sep. 30, 2014

Text Block [Abstract]

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet (Unaudited)

September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated		Eliminations			Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries		Non- Guarantor Subsidiaries
Assets
Current assets
Cash and cash equivalents	$	31,819	$	—		$	15	$	12,626		$	7,972	$	11,206
Intercompany receivables — current		—		(237,834	)		1,567		173,090			35,536		27,641
Accounts receivable, net		204,131		—			—		—			183,674		20,457
Related party receivables		24,544		—			—		—			24,544		—
Inventories		232,926		—			—		—			200,781		32,145
Asset held for sale		1,355		—			—		—			1,355		—
Deferred tax assets		31,037		—			—		1,466			28,097		1,474
Other current assets		27,329		—			59		2,330			17,946		6,994
Total current assets		553,141		(237,834	)		1,641		189,512			499,905		99,917
Property, plant and equipment, net		169,878		—			—		—			124,835		45,043
Investment in subsidiaries		—		(907,427	)		153,404		645,010			109,013		—
Goodwill		308,614		—			—		—			278,570		30,044
Other intangible assets, net		316,724		—			—		—			310,754		5,970
Intercompany receivables — non-current		—		(100,005	)		100,000		—			5		—
Deferred financing costs, net		12,357		—			—		12,357			—		—
Other long-term assets		1,568		—			—		—			773		795
Total assets	$	1,362,282	$	(1,245,266	)	$	255,045	$	846,879		$	1,323,855	$	181,769
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	135,624	$	—		$	—	$	—		$	112,621	$	23,003
Current maturities of long-term debt		23,161		—			—		23,000			159		2
Related party payables		1,331		—			761		—			—		570
Intercompany payables — current		—		(237,834	)		—		730			204,637		32,467
Product returns liability		39,954		—			—		—			39,400		554
Interest payable		4,458		—			—		4,458			—		—
Accrued expenses and other current liabilities		59,569		—			2,031		(3,135	)		50,859		9,814
Total current liabilities		264,097		(237,834	)		2,792		25,053			407,676		66,410
Long-term debt, less current maturities		685,696		—			—		685,354			316		26
Long-term related party payables		361		—			—		—			361		—
Pension and other post-retirement liabilities		57,896		—			—		—			57,091		805
Deferred tax liabilities		99,316		—			—		(16,932	)		111,724		4,524
Intercompany payables — non-current		—		(100,005	)		—		—			100,000		5
Other long-term liabilities		2,663		—			—		—			1,677		986
Total shareholder’s equity (deficit)		252,253		(907,427	)		252,253		153,404			645,010		109,013
Total liabilities and shareholder’s equity (deficit)	$	1,362,282	$	(1,245,266	)	$	255,045	$	846,879		$	1,323,855	$	181,769

Condensed Consolidating Balance Sheet

December 31, 2013

(in thousands)

	UCI Holdings Limited Consolidated		Eliminations			Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries		Non- Guarantor Subsidiaries
Assets
Current assets
Cash and cash equivalents	$	76,619	$	—		$	1	$	3,026		$	57,407	$	16,185
Intercompany receivables — current		—		(237,446	)		—		191,260			25,594		20,592
Accounts receivable, net		221,872		—			—		—			203,577		18,295
Related party receivables		17,179		—			—		—			17,179		—
Inventories, net		202,412		—			—		—			173,253		29,159
Deferred tax assets		30,256		—			—		1,456			27,887		913
Other current assets		22,776		—			—		2,156			14,619		6,001
Total current assets		571,114		(237,446	)		1		197,898			519,516		91,145
Property, plant and equipment, net		168,772		—			—		—			125,462		43,310
Investment in subsidiaries		—		(966,882	)		195,733		671,628			99,521		—
Goodwill		309,703		—			—		—			278,569		31,134
Other intangible assets, net		373,433		—			—		—			366,333		7,100
Intercompany receivables non-current		—		(105,071	)		100,066		—			5,005		—
Deferred financing costs, net		14,622		—			—		14,622			—		—
Other long-term assets		4,115		—			—		—			3,344		771
Total assets	$	1,441,759	$	(1,309,399	)	$	295,800	$	884,148		$	1,397,750	$	173,460
Liabilities and shareholder’s equity
Current liabilities
Accounts payable	$	152,052	$	—		$	—	$	—		$	119,775.0	$	32,277.0
Current maturities of long-term debt		3,176		—			—		3,000			176		—
Related party payables		587		—			17		—			191		379
Intercompany payables — current		—		(237,446	)		—		1,317			213,079		23,050
Product returns liability		42,031		—			—		—			41,758		273
Interest payable		13,081		—			—		13,081			—		—
Accrued expenses and other current liabilities		58,665		—			1		800			51,773		6,091
Total current liabilities		269,592		(237,446	)		18		18,198			426,752		62,070
Long-term debt, less current maturities		687,860		—			—		687,379			461		20
Long-term related party payables		361		—			—		—			361		—
Pension and other post-retirement liabilities		62,256		—			—		—			61,448		808
Deferred tax liabilities		122,983		—			—		(17,162	)		135,140		5,005
Intercompany payables — non-current		—		(105,071	)		—		—			100,066		5,005
Other long-term liabilities		2,925		—			—		—			1,894		1,031
Total shareholder’s equity (deficit)		295,782		(966,882	)		295,782		195,733			671,628		99,521
Total liabilities and shareholder’s equity (deficit)	$	1,441,759	$	(1,309,399	)	$	295,800	$	884,148		$	1,397,750	$	173,460

Condensed Consolidating Statement of Comprehensive Income (Loss)

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	251,260		$	(38,702	)	$	—		$	—		$	237,354		$	52,608
Cost of sales		219,026			(38,702	)		—			76			211,873			45,779
Gross profit		32,234			—			—			(76	)		25,481			6,829
Operating expenses
Selling, general and administrative		(14,444	)		—			57			(232	)		(12,227	)		(2,042	)
Amortization of acquired intangible assets		(5,542	)		—			—			—			(5,309	)		(233	)
Restructuring costs, net		(5,823	)		—			—			—			(5,801	)		(22	)
Operating income (loss)		6,425			—			57			(308	)		2,144			4,532
Other expense
Interest (expense) income, net		(2,074	)		—			11,799			(13,879	)		(4	)		10
Intercompany interest		—			—			518			5,548			(6,022	)		(44	)
Miscellaneous, net		(2,500	)		—			(916	)		—			(1,550	)		(34	)
Income (loss) before income taxes		1,851			—			11,458			(8,639	)		(5,432	)		4,464
Income tax benefit (expense)		790			—			(1,928	)		3,325			1,176			(1,783	)
Net income (loss) before equity in earnings of subsidiaries		2,641			—			9,530			(5,314	)		(4,256	)		2,681
Equity (deficit) in earnings of subsidiaries		—			5,783			(6,889	)		(1,575	)		2,681			—
Net income (loss)	$	2,641		$	5,783		$	2,641		$	(6,889	)	$	(1,575	)	$	2,681
Comprehensive (loss) income	$	(11,613	)	$	53,619		$	(51,618	)	$	(9,489	)	$	(4,175	)	$	50

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Three Months Ended September 30, 2013

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	252,091		$	(28,253	)	$	—		$	—		$	236,929		$	43,415
Cost of sales		211,976			(28,253	)		—			—			200,239			39,990
Gross profit		40,115			—			—			—			36,690			3,425
Operating expenses
Selling, general and administrative		(20,044	)		—			—			(1,274	)		(16,376	)		(2,394	)
Amortization of acquired intangible assets		(5,542	)		—			—			—			(5,308	)		(234	)
Restructuring costs, net		(827	)		—			—			—			(767	)		(60	)
Antitrust litigation costs		—			—			—			—			—			—
Operating income (loss)		13,702			—			—			(1,274	)		14,239			737
Other expense
Interest (expense) income, net		(13,628	)		—			—			(13,653	)		—			25
Intercompany interest		—			—			—			5,568			(5,497	)		(71	)
Miscellaneous, net		(1,329	)		—			1			—			(1,366	)		36
(Loss) income before income taxes		(1,255	)		—			1			(9,359	)		7,376			727
Income tax (expense) benefit		(580	)		—			—			4,220			(4,301	)		(499	)
Net (loss) income before equity in earnings of subsidiaries		(1,835	)		—			1			(5,139	)		3,075			228
Equity (deficit) in earnings of subsidiaries		—			(1,695	)		(1,836	)		3,303			228			—
Net (loss) income	$	(1,835	)	$	(1,695	)	$	(1,835	)	$	(1,836	)	$	3,303		$	228
Comprehensive (loss) income	$	(390	)	$	(25,466	)	$	19,801		$	(391	)	$	4,748		$	918

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Nine Months Ended September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	754,381		$	(121,691	)	$	—		$	—		$	709,988		$	166,084
Cost of sales		649,955			(121,691	)		—			50			630,536			141,060
Gross profit		104,426			—			—			(50	)		79,452			25,024
Operating expenses
Selling, general and administrative		(49,147	)		—			—			(502	)		(42,743	)		(5,902	)
Amortization of acquired intangible assets		(16,637	)		—			—			—			(15,927	)		(710	)
Restructuring costs, net		(14,200	)		—			—			—			(13,935	)		(265	)
Trademark impairment loss		(38,000	)		—			—			—			(38,000	)		—
Operating (loss) income		(13,558	)		—			—			(552	)		(31,153	)		18,147
Other expense
Interest (expense) income, net		(35,885	)		—			5,439			(41,366	)		(10	)		52
Intercompany interest		—			—			1,514			16,685			(18,031	)		(168	)
Miscellaneous, net		(5,521	)		—			(915	)		—			(4,646	)		40
(Loss) income before income taxes		(54,964	)		—			6,038			(25,233	)		(53,840	)		18,071
Income tax benefit (expense)		19,463			—			(1,951	)		9,510			17,467			(5,563	)
Net (loss) income before equity in earnings of subsidiaries		(35,501	)		—			4,087			(15,723	)		(36,373	)		12,508
Equity (deficit) in earnings of subsidiaries		—			50,945			(39,588	)		(23,865	)		12,508			—
Net (loss) income	$	(35,501	)	$	50,945		$	(35,501	)	$	(39,588	)	$	(23,865	)	$	12,508
Comprehensive (loss) income	$	(43,529	)	$	76,717		$	(60,997	)	$	(42,325	)	$	(26,602	)	$	9,678

Condensed Consolidating Statement of Comprehensive Income (Loss) (Unaudited)

Nine Months Ended September 30, 2013

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations			Parent Guarantor UCI Holdings Limited			Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net sales	$	750,359		$	(90,042	)	$	—		$	—		$	706,941		$	133,460
Cost of sales		630,732			(90,042	)		—			—			600,188			120,586
Gross profit		119,627			—			—			—			106,753			12,874
Operating expenses
Selling, general and administrative		(65,372	)		—			—			(7,444	)		(51,307	)		(6,621	)
Amortization of acquired intangible assets		(16,629	)		—			—			—			(15,927	)		(702	)
Restructuring costs, net		(2,936	)		—			—			—			(1,676	)		(1,260	)
Operating income (loss)		34,690			—			—			(7,444	)		37,843			4,291
Other expense
Interest (expense) income, net		(37,766	)		—			—			(40,700	)		(8	)		2,942
Intercompany interest		—			—			—			16,705			(16,481	)		(224	)
Miscellaneous, net		(1,986	)		—			—			—			(4,072	)		2,086
(Loss) income before income taxes		(5,062	)		—			—			(31,439	)		17,282			9,095
Income tax (expense) benefit		(169	)		—			—			11,954			(9,266	)		(2,857	)
Net (loss) income before equity in earnings of subsidiaries		(5,231	)		—			—			(19,485	)		8,016			6,238
Equity (deficit) in earnings of subsidiaries		—			(15,261	)		(5,231	)		14,254			6,238			—
Net (loss) income	$	(5,231	)	$	(15,261	)	$	(5,231	)	$	(5,231	)	$	14,254		$	6,238
Comprehensive (loss) income	$	(2,762	)	$	(22,366	)	$	(1,044	)	$	(2,762	)	$	16,723		$	6,687

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows (Unaudited)

Nine Months Ended September 30, 2014

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations		Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net cash (used in) provided by operating activities	$	(36,382	)	$	—	$	14	$	(8,150	)	$	(37,679	)	$	9,433
Cash flows from investing activities:
Capital expenditures		(27,059	)		—		—		—			(22,162	)		(4,897	)
Proceeds from sale of property, plant and equipment		1,494			—		—		—			1,004			490
Net cash used in investing activities		(25,565	)		—		—		—			(21,158	)		(4,407	)
Cash flows from financing activities:
Revolver borrowings		20,000			—		—		20,000			—			—
Debt repayments		(2,303	)		—		—		(2,250	)		(44	)		(9	)
Intercompany dividends received (paid)		—			—		—		—			9,446			(9,446	)
Net cash provided by (used in) financing activities		17,697			—		—		17,750			9,402			(9,455	)
Effect of exchange rate changes on cash		(550	)		—		—		—			—			(550	)
Net (decrease) increase in cash and cash equivalents		(44,800	)		—		14		9,600			(49,435	)		(4,979	)
Cash and cash equivalents at beginning of period		76,619			—		1		3,026			57,407			16,185
Cash and cash equivalents at end of period	$	31,819		$	—	$	15	$	12,626		$	7,972		$	11,206

Condensed Consolidating Statement of Cash Flows (Unaudited)

Nine Months Ended September 30, 2013

(in thousands)

	UCI Holdings Limited Consolidated			Eliminations		Parent Guarantor UCI Holdings Limited		Issuer UCI International			Guarantor Subsidiaries			Non- Guarantor Subsidiaries
Net cash (used in) provided by operating activities	$	(365	)	$	—	$	—	$	(56,289	)	$	48,834		$	7,090
Cash flows from investing activities:
Capital expenditures		(25,286	)		—		—		—			(21,580	)		(3,706	)
Proceeds from sale of property, plant and equipment		47			—		—		—			9			38
Net cash used in investing activities		(25,239	)		—		—		—			(21,571	)		(3,668	)
Cash flows from financing activities:
Debt repayments		(2,285	)		—		—		(2,250	)		(35	)		—
Intercompany divdend (paid) received		—			—		—		—			3,383			(3,383	)
Change in intercompany indebtedness		—			—		—		—			102			(102	)
Net cash (used in ) provided by financing activities		(2,285	)		—		—		(2,250	)		3,450			(3,485	)
Effect of exchange rate changes on cash		(14	)		—		—		—			—			(14	)
Net (decrease) increase in cash and cash equivalents		(27,903	)		—		—		(58,539	)		30,713			(77	)
Cash and cash equivalents at beginning of period		78,917			—		1		61,565			4,921			12,430
Cash and cash equivalents at end of period	$	51,014		$	—	$	1	$	3,026		$	35,634		$	12,353

XML

Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Accumulated Other Comprehensive Loss

NOTE 14 — ACCUMULATED OTHER COMPREHENSIVE LOSS

The table below presents the changes in accumulated other comprehensive income (loss) by component for the following periods:

	Nine Months Ended September 30,
	2014			2013
Foreign currency translation
Beginning of period	$	(1.5	)	$	(2.8	)
Net gain (loss) on foreign currency translation		(8.1	)		0.5
End of period		(9.6	)		(2.3	)
Pension and other post-retirement benefits
Beginning of period		(5.3	)		(40.8	)
Amortization of unrecognized loss included in net loss, net of tax (a)		0.1			1.9
End of period		(5.2	)		(38.9	)
Total accumulated other comprehensive loss	$	(14.8	)	$	(41.2	)

(a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension expense and net periodic post-retirement expense (see Note 9 for additional details).