adoption of this standard will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs — an amendment of Accounting Research Bulletin No. 43, Chapter 4," which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). Under SFAS No. 151, such items will be recognized as current-period charges. In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement will be effective for the Company for inventory costs incurred on or after January 1, 2006. The Company has not yet evaluated the potential impact the adoption of SFAS No. 151 will have on its financial position or results of operations.

Critical Accounting Policies

The following discussion of accounting policies is intended to supplement the accounting policies presented in Note 3 to our 2004 audited financial statements included in this report. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, our evaluation of business and macroeconomic trends, and information from other outside sources as appropriate.

Accounting Basis for Transactions.    Prior to June 6, 2002, we were owned by Metaldyne. On November 28, 2000, Metaldyne was acquired by an investor group led by Heartland. On June 6, 2002, Metaldyne issued approximately 66% of our fully diluted common stock to an investor group led by Heartland. As a result of the transactions, we did not establish a new basis of accounting as Heartland is the controlling shareholder for both us and Metaldyne and the transactions were accounted for as a reorganization of entities under common control. Our historical financial information includes allocations and estimates of direct and indirect Metaldyne corporate administrative costs attributed to us, which are deemed by management to be reasonable but are not necessarily reflective of those costs to us on an ongoing basis.

Receivables.    Receivables are presented net of allowances for doubtful accounts of approximately $5.7 million at December 31, 2004. We monitor our exposure for credit losses and maintain adequate allowances for doubtful accounts. We determine these allowances based on historical write-off experience and/or specific customer circumstances and provide such allowances when amounts are reasonably estimable and it is probable a loss has been incurred. We do not have concentrations of accounts receivable with a single customer or group of customers and do not believe that significant credit risk exists due to our diverse customer base. Trade accounts receivable of substantially all domestic business operations may be sold, on an ongoing basis, to TSPC.

Depreciation and Amortization.    Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and buildings/land improvements, ten to 40 years, and machinery and equipment, three to 15 years. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer relationship intangibles are amortized over periods ranging from six to 40 years, while technology and other intangibles are amortized over periods ranging from one to 30 years. As of January 1, 2004, trademarks and trade names are classified as indefinite-lived intangibles and we have ceased amortization.

Goodwill and Other Intangibles.    We test goodwill and indefinite-lived intangible assets for impairment on an annual basis, unless a change in business condition occurs which requires a more frequent evaluation. In assessing the recoverability of goodwill and indefinite-lived intangible assets, we estimate the fair value of each reporting unit using the present value of expected future cash flows and other valuation measures. We then compare this estimated fair value with the net asset carrying value. If carrying value exceeds fair value, then a possible impairment of goodwill exists and further evaluation is performed. Goodwill is evaluated for impairment annually as of December 31 using management's operating budget and five-year forecast to estimate expected future cash flows. However, projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expense, projected capital expenditures, changes in working capital and the appropriate discount rate. While we believe our judgments and estimates are reasonable, if actual results differ significantly from our current estimates, we could experience an impairment of goodwill and other indefinite-lived intangibles that may be required to be recorded in future periods. During the fourth quarter of 2003, we recorded a goodwill impairment of $7.6 million related to our precision cutting tools business within the Industrial Specialties segment.

43

We review definite-lived intangible assets on a quarterly basis, or more frequently if events or changes in circumstances indicate that their carrying amounts may not be recoverable. The factors considered by management in performing these assessments include current operating results, business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. Future changes in our business or the markets for our products could result in impairments of other intangible assets that might be required to be recorded in future periods.

Pension and Postretirement Benefits Other than Pensions.    We account for pension benefits and postretirement benefits other than pensions in accordance with the requirements of SFAS Nos. 87, 88, 106, and 132. Annual net periodic expense and accrued benefit obligations recorded with respect to our defined benefit plans are determined on an actuarial basis. We, together with our third-party actuaries, determine assumptions used in the actuarial calculations which impact reported plan obligations and expense. Annually, we and our actuaries review the actual experience compared to the most significant assumptions used and make adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and our policy is to pay these benefits as they become due. Certain accounting guidance, including the guidance applicable to pensions, does not require immediate recognition or the effects of a deviation between actual and assumed experience or the revision of an estimate. This approach allows the favorable and unfavorable effects that fall within an acceptable range to be netted.

Income Taxes.    Income taxes are accounted for using the provisions of SFAS No. 109 "Accounting for Income Taxes" ("SFAS 109"). Deferred income taxes are provided at currently enacted income tax rates for the difference between the financial statement and income tax basis of assets and liabilities and carry-forward items. The effective tax rate and the tax bases of assets and liabilities reflect management's estimates based on then-current facts. As of June 6, 2002, the Company no longer files a consolidated tax return with Metaldyne. Income tax expense for the period prior to June 6, 2002 was computed on a separate return basis and substantially all domestic current income tax-related liabilities are due to Metaldyne. We continually review the need for and adequacy of valuation allowances if it is more likely than not that the benefit from the deferred tax asset will not be realized. We believe the current assumptions and other considerations used to estimate the current year effective tax rate and deferred tax positions are appropriate. However, actual outcomes may differ from our current estimates and assumptions.

Other Loss Reserves.    We have other loss exposures related to environmental claims, asbestos claims and litigation. Establishing loss reserves for these matters requires the use of estimates and judgment in regard to risk exposure and ultimate liability. We are generally self-insured for losses and liabilities related principally to workers' compensation, health and welfare claims and comprehensive general, product and vehicle liability. Generally, we are responsible for up to $0.5 million per occurrence under our retention program for workers' compensation, between $0.3 million and $2.0 million per occurrence under our retention programs for comprehensive general, product and vehicle liability, and have a $0.3 million per occurrence stop-loss limit with respect to our self-insured group medical plan. We accrue loss reserves up to our retention amounts based upon our estimates of the ultimate liability for claims incurred, including an estimate of related litigation defense costs, and an estimate of claims incurred but not reported using actuarial assumptions about future events. We accrue for such items in accordance with SFAS No. 5 when such amounts are reasonably estimable and probable. We utilize known facts and historical trends, as well as actuarial valuations in determining estimated required reserves. Changes in assumptions for factors such as medical costs and actual experience could cause these estimates to change significantly.

44

---

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to market risk associated with fluctuations in foreign currency exchange rates. We are also subject to interest risk as it relates to long-term debt. See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" for details about our primary market risks, and the objectives and strategies used to manage these risks. Also see Note 12, "Long-term Debt," in the notes to the financial statements for additional information.

45

---

Item 8.    Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
    and Shareholders
TriMas Corporation:

We have audited the accompanying balance sheets of TriMas Corporation and subsidiaries as of December 31, 2004 and 2003, and the related statements of operations, cash flows, and shareholders' equity and Metaldyne Corporation net investment and advances for the years then ended. In connection with our audits of the financial statements, we also have audited the financial statement schedule included in the Annual Report on Form 10-K. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TriMas Corporation and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Detroit, Michigan
March 22, 2005

46

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and
Board of Directors of
TriMas Corporation:

In our opinion, the accompanying statements of operations, cash flows and shareholders' equity and Metaldyne Corporation net investment and advances for the year ended December 31, 2002 present fairly, in all material respects, the results of operations and cash flows of TriMas Corporation and its subsidiaries and of certain subsidiaries and divisions of subsidiaries of Metaldyne Corporation which constitute TriMas Corporation (as more fully described in Note 1), for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index as of and for the year ended December 31, 2002, presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As more fully described in Note 6 to the financial statements, the Company adopted Statement of Financial Accounting Standards No. 142 effective January 1, 2002.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

March 27, 2003, except for the matters described in the second paragraph of Note 1 and Note 18, which are as of December 24, 2003

47

---

TriMas Corporation
Balance Sheet
December 31, 2004 and 2003
(dollars in thousands)

				2004				2003
ASSETS
Current assets:
Cash and cash equivalents				$	3,090			$	6,780
Receivables					93,390				118,970
Inventories					180,040				124,090
Deferred income taxes					17,530				10,900
Prepaid expenses and other current assets					8,450				8,440
Total current assets					302,500				269,180
Property and equipment, net					198,610				187,420
Goodwill					657,980				658,900
Other intangibles, net					304,910				322,750
Other assets					58,200				61,780
Total assets				$	1,522,200			$	1,500,030
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities, long-term debt				$	2,990			$	10,920
Accounts payable					135,230				94,130
Accrued liabilities					68,180				75,100
Due to Metaldyne					2,650				4,400
Total current liabilities					209,050				184,550
Long-term debt					735,030				725,060
Deferred income taxes					133,540				149,030
Other long-term liabilities					35,160				37,770
Due to Metaldyne					4,260				6,960
Total liabilities					1,117,040				1,103,370
Commitments and contingencies (Note 14)
Preferred stock $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None					—				—
Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding 20,010,000 shares					200				200
Paid-in capital					399,450				399,870
Retained deficit					(40,430	)			(38,240	)
Accumulated other comprehensive income					45,940				34,830
Total shareholders' equity					405,160				396,660
Total liabilities and shareholders' equity				$	1,522,200			$	1,500,030

The accompanying notes are an integral part of these financial statements.

48

---

TriMas Corporation
Statement of Operations
For the Years Ended December 31, 2004, 2003 and 2002
(dollars in thousands, except per share amounts)

				For the Year Ended December 31,
				2004				2003				2002
Net sales				$	1,045,160			$	905,400			$	750,250
Cost of sales					(793,750	)			(673,430	)			(555,660	)
Gross profit					251,410				231,970				194,590
Selling, general and administrative expenses					(177,610	)			(175,520	)			(124,980	)
Loss on dispositions of property and equipment					(790	)			(20,110	)			(1,800	)
Impairment of assets					(10,650	)			—				—
Impairment of goodwill					—				(7,600	)			—
Operating profit					62,360				28,740				67,810
Other expense, net:
Interest expense					(67,650	)			(64,780	)			(60,810	)
Other expense, net					(1,190	)			(480	)			(2,310	)
Other expense, net					(68,840	)			(65,260	)			(63,120	)
Income (loss) before income tax (expense) benefit and cumulative effect of change in accounting principle					(6,480	)			(36,520	)			4,690
Income tax (expense) benefit					4,290				5,590				(2,820	)
Income (loss) before cumulative effect of change in accounting principle					(2,190	)			(30,930	)			1,870
Cumulative effect of change in recognition and measurement of goodwill impairment					—				—				(36,630	)
Net loss				$	(2,190	)		$	(30,930	)		$	(34,760	)
Basic loss per share				$	(0.11	)		$	(1.54	)
Diluted loss per share				$	(0.11	)		$	(1.54	)
Weighted average common shares – basic					20,010,000				20,047,090
Weighted average common shares – diluted					20,010,000				20,047,090

The accompanying notes are an integral part of these financial statements.

49

---

TriMas Corporation
Statement of Cash Flows
For the Years Ended December 31, 2004, 2003 and 2002
(dollars in thousands)

				For the Year Ended December 31,
				2004				2003				2002
Cash Flows from Operating Activities:
Net loss				$	(2,190	)		$	(30,930	)		$	(34,760	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities, net of acquisition impact:
Impairment of goodwill					—				7,600				—
Cumulative effect of accounting change					—				—				36,630
Loss on dispositions of property and equipment					790				20,110				1,800
Impairment of assets					10,650				—				—
Depreciation and amortization					44,510				54,850				39,720
Deferred income taxes					(19,060	)			(15,140	)			(6,780	)
Provision for inventory write-down					—				—				8,500
Legacy stock award expense					—				4,830				4,240
Amortization of debt issue costs					4,730				4,120				2,150
Non-cash compensation expense					560				—				—
Net proceeds from accounts receivable securitization					47,960				—				14,560
Repurchase of securitized accounts receivable from Metaldyne					—				—				(74,540	)
Payment to Metaldyne to fund contractual liabilities					(4,610	)			(6,370	)			(15,130	)
(Increase) decrease in receivables					(21,110	)			610				(220	)
Increase in inventories					(54,130	)			(1,470	)			(3,260	)
Increase in prepaid expenses and other assets					(680	)			(4,110	)			(1,310	)
Increase in accounts payable and accrued liabilities					31,760				8,940				8,540
Other, net					3,440				(1,680	)			(2,140	)
Net cash provided by (used for) operating activities, net of acquisition impact					42,620				41,360				(22,000	)
Cash Flows from Investing Activities:
Capital expenditures					(42,990	)			(31,690	)			(33,990	)
Proceeds from sales of fixed assets					1,650				76,180				5,720
Acquisition of businesses, net of cash acquired					(5,500	)			(205,770	)			(1,920	)
Investment in HammerBlow					—				—				(9,000	)
Other, net					—				—				100
Net cash used for investing activities					(46,840	)			(161,280	)			(39,090	)
Cash Flows from Financing Activities:
Proceeds from borrowings on senior credit facility					—				75,000				260,000
Repayments of borrowings on senior credit facility					(2,890	)			(42,600	)			—
Proceeds from borrowings on revolving credit facility					839,320				390,700				—
Repayments of borrowings on revolving credit facility					(826,500	)			(390,700	)			—
Issuance of note payable					—				300				—
Payments on notes payable					(8,030	)			(600	)			—
Net proceeds from issuance of common stock					—				35,200				259,730
Repurchase of common stock					—				(20,000	)			—
Debt issuance costs					(1,370	)			(2,150	)			(31,920	)
Increase (decrease) in Metaldyne Corporation net investment and advances					—				(18,890	)			13,730
Issuance of senior subordinated debentures					—				—				435,850
Repayment of bank debt attributed from Metaldyne					—				—				(440,760	)
Dividend to Metaldyne					—				—				(338,080	)
Net payments of other debt					—				—				(800	)
Net cash provided by financing activities					530				26,260				157,750
Cash and Cash Equivalents:
Increase (decrease) for the year					(3,690	)			(93,660	)			96,660
At beginning of year					6,780				100,440				3,780
At end of year				$	3,090			$	6,780			$	100,440
Supplemental disclosure of cash flow information:
Cash paid for interest				$	61,650			$	61,710			$	22,870
Cash paid for taxes				$	10,220			$	8,500			$	3,130

The accompanying notes are an integral part of these financial statements.

50

---

TriMas Corporation
Statement of Shareholders' Equity and Metaldyne Corporation Net Investment and Advances
For the Years Ended December 31, 2004, 2003 and 2002
(dollars in thousands)

				Metaldyne Corporation Net Investment and Advances				Common Stock				Paid-In Capital				Retained Deficit				Accumulated Other Comprehensive Income (Loss)				Total
Balances, December 31, 2001				$	534,940			$	—			$	—			$	—			$	(1,320	)		$	533,620
Comprehensive income (loss):
Net loss					(27,820	)			—				—				(6,940	)			—				(34,760	)
Foreign currency translation					—				—				—				—				9,990				9,990
Minimum pension liability (net of tax of $600)					—				—				—				—				(1,330	)			(1,330	)
Total comprehensive loss																									(26,100	)
Net proceeds from issuance of common stock					—				130				259,600				—				—				259,730
Dividend to Metaldyne Corporation					(338,080	)			—				—				—				—				(338,080	)
Net change in Metaldyne Corporation net investments and advances					(13,310	)			—				—				—				—				(13,310	)
Reclassification of Metaldyne Corporation net investment and advances balance					(145,450	)			60				145,390				—				—				—
Net adjustments to reflect settlement of contractual obligations					—				—				(17,490	)			—				—				(17,490	)
Balances, December 31, 2002				$	10,280			$	190			$	387,500			$	(6,940	)		$	7,340			$	398,370
Comprehensive income (loss):
Net income (loss)					370				—				—				(31,300	)			—				(30,930	)
Foreign currency translation					—				—				—				—				29,620				29,620
Minimum pension liability (net of tax of $1,200)					—				—				—				—				(2,130	)			(2,130	)
Total comprehensive loss																									(3,440	)
Net proceeds from issuance of common stock					—				20				35,180				—				—				35,200
Repurchase of common stock					—				(10	)			(19,990	)			—				—				(20,000	)
Net change in Metaldyne Corporation net investments and advances					5,570				—				—				—				—				5,570
Payment to Metaldyne Corporation to acquire fasteners business					(22,710	)			—				—				—				—				(22,710	)
Excess of amount paid for fasteners business over net assets acquired					6,490				—				(6,490	)			—				—				—
Net adjustments to reflect settlement of contractual obligations					—				—				3,670				—				—				3,670
Balances, December 31, 2003				$	—			$	200			$	399,870			$	(38,240	)		$	34,830			$	396,660
Comprehensive income (loss):
Net loss					—				—				—				(2,190	)			—				(2,190	)
Foreign currency translation					—				—				—				—				12,150				12,150
Minimum pension liability (net of tax of $570)					—				—				—				—				(1,040	)			(1,040	)
Total comprehensive loss																									8,920
Non-cash compensation expense (net of tax of $200)					—				—				360				—				—				360
Net adjustments to reflect settlement of contractual obligations					—				—				(780	)			—				—				(780	)
Balances, December 31, 2004				$	—			$	200			$	399,450			$	(40,430	)		$	45,940			$	405,160

The accompanying notes are an integral part of these financial statements.

51

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS

1.    Basis of Presentation

TriMas Corporation ("TriMas" or the "Company"), through its subsidiaries, is a global manufacturer of products for commercial, industrial and consumer markets. The Company is principally engaged in four business segments with diverse products and market channels. Rieke Packaging Systems is a leading source of closures and dispensing systems for steel and plastic industrial and consumer packaging applications. Cequent Transportation Accessories produces vehicle hitches and receivers, sway controls, weight distribution and fifth-wheel hitches, hitch mounted accessories, roof racks, trailer couplers, winches, jacks, trailer brakes and lights and other vehicle and trailer accessories and components that are distributed through independent installers and retail outlets. The Industrial Specialties segment produces flame-retardant facings and jacketing and insulation tapes used in conjunction with fiberglass insulation, pressure-sensitive specialty tape products, high-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases, metallic and nonmetallic industrial gaskets, specialty precision tools such as center drills, cutters, end mills, reamers, master gears, gages and punches, specialty engines and service parts and specialty ordnance components and weapon systems. The Fastening Systems segment produces a wide range of large and small diameter standard and custom-designed ferrous, nonferrous and special alloy fasteners used in automotive and industrial applications, and highly engineered specialty fasteners for the global aerospace industry.

On May 9, 2003, the Company acquired a fasteners manufacturing business ("Fittings") from Metaldyne Corporation ("Metaldyne") for approximately $22.7 million on a debt free basis. The acquired business is a manufacturer of specialized fittings and cold-headed parts used in automotive and industrial applications. The transaction was funded by a combination of borrowings under the Company's revolving credit facility and a cash equity contribution by Heartland Industrial Partners ("Heartland"). The acquired business had revenues of approximately $16.1 million and $16.7 million in 2003 and 2002, respectively, and net assets of approximately $12.4 million and $10.3 million, respectively. Because the Company and Metaldyne are under common control of Heartland, this transaction was accounted for as a reorganization of entities under common control and, accordingly, the Company did not establish a new basis of accounting in the assets or liabilities of Fittings. The Company's reported results for prior periods have been revised to include the financial results of Fittings, including the allocation of certain charges to Fittings. The net asset amount related to Fittings is included in the Metaldyne Corporation net investment and advances balance in the accompanying balance sheet. The Guarantor note information in Note 21 has been revised to include the Fittings balances in the Guarantor column for all periods presented.

Prior to June 6, 2002 and the common stock issuance and related financing transactions discussed in Note 2 below and the acquisition of Fittings from Metaldyne on May 9, 2003, the accompanying financial statements represent the combined assets and liabilities and results of operations of certain subsidiaries and divisions of subsidiaries of Metaldyne which comprised TriMas. The combined results of operations include all revenues and costs directly attributed to the Company as well as an estimate of direct and indirect Metaldyne corporate administrative costs attributed to TriMas, based on a management fee allocation that approximated 1% of net sales. This allocation of costs is based on estimates that management believes are reasonable in the circumstances. However, the charges included herein are not necessarily indicative of the amounts that would have been reported if the Company had operated as an unaffiliated company. Subsequent to May 9, 2003, the financial position and results of operations of the Company and its subsidiaries are presented on a consolidated basis and the Company no longer files a consolidated tax return with Metaldyne subsequent to June 6, 2002.

52

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

2.    Recapitalization

On June 6, 2002, the Company, Metaldyne and Heartland entered into a stock purchase agreement under which Heartland and other co-investors invested $265.0 million in the Company to acquire approximately 66% of the Company's common stock on a fully diluted basis. To effect the transactions contemplated by the stock purchase agreement, the Company also entered into a senior credit facility consisting of a $150.0 million revolving credit facility, a $260.0 million term loan facility and a $125.0 million receivables securitization facility, and issued senior subordinated debentures with a face value of $352.8 million. The Company declared and paid a dividend to Metaldyne of $840.0 million in the form of cash, retirement of debt owed by TriMas to Metaldyne or attributed to TriMas under the Metaldyne credit agreement and repurchase of TriMas originated receivables balances under the Metaldyne receivables facility. TriMas was released from all obligations under the Metaldyne credit agreement in connection with the common stock issuance and related financing transactions. Under the terms of the stock purchase agreement, Metaldyne retained shares of the Company's common stock valued at $120.0 million and received a warrant to purchase 750,000 shares of common stock at par value of $.01 per share, valued at $15.0 million. At December 31, 2004, this warrant had not been exercised. The common stock and warrants are valued based upon the cash equity investment made by Heartland and the other investors. At December 31, 2004, Metaldyne owned 21.4% of the Company's common stock on a fully diluted basis.

This transaction was also accounted for as a reorganization under common control and, accordingly, the Company has not established a new basis of accounting in its assets or liabilities. Additional adjustments to paid-in-capital related to Metaldyne's investment in the Company have been recorded to reflect finalization of certain estimated amounts at the transaction closing date.

3.    Summary of Significant Accounting Policies

Principles of Consolidation.    As more fully described in Note 1, the accompanying financial statements include the accounts and transactions of TriMas and its wholly-owned subsidiaries. Significant intercompany transactions have been eliminated.

Use of Estimates.    The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangibles, valuation allowances for receivables, inventories and deferred income tax assets, reserves for legal and product liability matters and assets and obligations related to employee benefits. Actual results may differ from such estimates and assumptions.

Revenue Recognition.    Revenues from product sales, except products shipped on a consignment basis, are recognized when products are shipped or services are provided to customers, the customer takes ownership and assumes risk of loss, the sales price is fixed and determinable and collectability is reasonably assured. For products shipped on a consignment basis, revenue is recognized when the customer provides notice of end product use or sale.

Cash and Cash Equivalents.    The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents.

Receivables.    Receivables are presented net of allowances for doubtful accounts of approximately $5.7 million and $4.8 million at December 31, 2004 and 2003, respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts based upon the Company's best

53

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

estimate of probable losses inherent in the accounts receivable balances. The Company does not believe that significant credit risk exists due to its diverse customer base.

Inventories.    Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost.

Property and Equipment.    Property and equipment additions, including significant betterments, are recorded at cost. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the accompanying statement of operations. Repair and maintenance costs are charged to expense as incurred.

Depreciation and Amortization.    Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and buildings/land improvements, 10 to 40 years, and machinery and equipment, 3 to 15 years. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer relationship intangibles are amortized over periods ranging from 6 to 40 years, while technology and other intangibles are amortized over periods ranging from 1 to 30 years.

Goodwill and Other Intangibles.    The Company accounts for goodwill as required under Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." The Company tests goodwill and indefinite lived intangibles for impairment on an annual basis, unless a change in business conditions occurs which requires a more frequent evaluation, by comparison of estimated fair value to carrying value. In assessing the recoverability of goodwill and indefinite lived intangibles, the Company estimates fair value using the present value of expected future cash flows and other valuation measures.

The Company recognizes an impairment loss if the carrying amount of other intangibles and long-lived assets is not recoverable from the assets' undiscounted cash flows. The Company reviews annually the status of customers underlying its customer relationship intangibles and records a write-off when facts and circumstances conclusively indicate that a specific customer relationship is lost. The Company tests other intangibles for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that their carrying amount may not be recoverable. The factors considered by management in performing this assessment include current operating results, business prospects, market trends, potential product obsolescence, competitor activities and other economic factors.

Fair Value of Financial Instruments.    SFAS No. 107 "Disclosures about Fair Value of Financial Instruments," requires disclosures about the fair value of all financial instruments, whether or not recognized in the balance sheet. The carrying value of financial instruments reported in the balance sheet for current assets and current liabilities approximates fair value. Management believes the carrying value of the term loan debt approximates fair value, based on market comparisons to debt instruments of like kind and quality, while the senior subordinated notes traded at an approximate 6.0% premium over par value as of December 31, 2004.

Foreign Currency Translation.    The financial statements of subsidiaries located outside of the United States ("U.S.") are measured using the currency of the primary economic environment in which they operate as the functional currency. Transaction gains (losses) were approximately $0.7 million, $0.6 million, and $1.2 million for the years ended December 31, 2004, 2003 and 2002, respectively, and are included in other expense, net in the accompanying statement of operations. When translating into U.S. dollars, income and expense items are translated at average monthly exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) in the statement of shareholders' equity and Metaldyne Corporation net investment and advances.

54

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Self-insurance.    The Company is generally self-insured for losses and liabilities related primarily to workers' compensation, health and welfare claims and comprehensive general, product and vehicle liability. The Company is generally responsible for up to $0.5 million per occurrence under its retention program for workers' compensation, between $0.3 million and $2.0 million per occurrence under its retention programs for comprehensive general, product and vehicle liability, and has a $0.3 million per occurrence stop-loss limit with respect to its self-insured group medical plan. Total insurance limits under these retention programs vary by year for comprehensive general, product and vehicle liability and extend to the applicable statutory limits for workers' compensation. Reserves for claims losses, including an estimate of related litigation defense costs, are recorded based upon the Company's estimates of the aggregate liability for claims incurred using actuarial assumptions about future events. Changes in assumptions for factors such as medical costs and actual experience could cause these estimates to change.

Pension Plans and Postretirement Benefits Other Than Pensions.    Annual net periodic pension expense and benefit liabilities under defined benefit pension plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Annually, the Company reviews the actual experience compared to the more significant assumptions used and makes adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and it is the Company's policy to pay these benefits as they become due.

Shipping and Handling Expenses.    Freight costs are included in cost of sales and a portion of shipping and handling expenses are included in the selling, general and administrative category in the accompanying statement of operations. Shipping and handling costs included in selling, general and administrative accounts were $5.0 million, $6.5 million and $2.3 million for the years ended December 31, 2004, 2003 and 2002, respectively.

Advertising and Sales Promotion Costs.    Advertising and sales promotion costs are expensed as incurred. Advertising costs were $11.1 million, $9.9 million and $7.8 million for the years ended December 31, 2004, 2003 and 2002, respectively.

Research and Development Costs.    Research and development ("R&D") costs are expensed as incurred and approximated $1.6 million, $1.5 million and $1.3 million for the years ended December 31, 2004, 2003 and 2002, respectively.

Earnings Per Share.    Basic and diluted earnings per share amounts are determined in accordance with SFAS No. 128 "Earnings per Share", and were computed using weighted average shares outstanding for the years ended December 31, 2004 and 2003. Earnings per share was not calculated for the year ended December 31, 2002, during which time the Company was a subsidiary of Metaldyne for a portion of the year. Options and warrants to purchase approximately 2,576,117 and 2,467,567 shares of common stock were outstanding at December 31, 2004 and 2003, respectively, but were excluded from the computation of net loss per share because to do so would have been antidilutive for the periods presented.

Stock-based Compensation.    SFAS No. 148 "Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of SFAS No. 123," established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," the Company continues to account for stock-based employee compensation using the intrinsic value method under Accounting Principles Board ("APB") No. 25, "Accounting for Stock Issued to Employees." Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price.

55

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

During 2004, the Company recorded approximately $0.6 million in non-cash compensation expense related to stock options issued with exercise prices below the Company's estimate of fair value of the underlying stock. This non-cash compensation expense is recorded in selling, general and administrative expenses in the accompanying statement of operations.

The following table illustrates the effect on net loss and loss per share if the Company had adopted the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation:

(in thousands, except for per share amounts)				For the Year Ended December 31,
				2004				2003				2002
Net loss, as reported				$	(2,190	)		$	(30,930	)		$	(34,760	)
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects					360				—				—
Deduct: Stock-based employee compensation expense determined under fair-value based method for all awards, net of related tax effects					(1,170	)			(930	)			—
Pro-forma net loss				$	(3,000	)		$	(31,860	)		$	(34,760	)
Loss per share:
Basic, as reported				$	(0.11	)		$	(1.54	)
Basic, pro-forma for stock-based compensation				$	(0.15	)		$	(1.59	)
Diluted, as reported				$	(0.11	)		$	(1.54	)
Diluted, pro-forma for stock-based compensation				$	(0.15	)		$	(1.59	)

Income Taxes.    The Company computes income taxes using the asset and liability method, whereby deferred income taxes using current enacted tax rates are provided for the temporary differences between the financial reporting basis and the tax basis of TriMas assets and liabilities. As of June 6, 2002, the Company no longer files a consolidated tax return with Metaldyne. Income tax expense for the period prior to June 6, 2002 was computed on a separate return basis. However, substantially all domestic current income tax-related liabilities are due to Metaldyne.

Reclassifications.    Certain prior year amounts have been reclassified to conform with the current year presentation.

4.    New Accounting Pronouncements

In May 2004, FASB Staff Position FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003," was issued to provide guidance on the accounting effects of the Medicare Prescription Drug, Improvement and Modernization Act (the "Act"). The Act provides for a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the benefit established by the law. The Company has concluded that the benefits provided under Company-sponsored retiree medical programs are at least actuarially equivalent to the Medicare Part D program, resulting in the Company being eligible for the basic Medicare Part D subsidy. Based upon the guidance of FAS 106-2, the Company estimates that the federal subsidy included in the law resulted in an approximate $0.4 million reduction in the post-retirement benefit obligation and does not significantly change the 2004 post-retirement expense.

In May 2004, the FASB issued FASB Staff Position (FSP) No. FAS 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004," which provides guidance under SFAS No. 109, "Accounting for Income Taxes," with respect to recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (the "Jobs Act") on enterprises' income tax expense and deferred tax liability. The Jobs Act was enacted on

56

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

October 22, 2004. FSP 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS No. 109. The Company has not yet determined the impact, if any, of this FSP.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which replaces SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values beginning with the first interim or annual period after June 15, 2005. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123(R), the transition methods include prospective and retroactive adoption options. The Company is currently evaluating the requirements of SFAS No. 123(R) and expects the adoption of this standard will result in amounts that are similar to the current pro forma disclosures provided under SFAS No. 123 and included in Note 3 to the financial statements.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs — an amendment of Accounting Research Bulletin No. 43, Chapter 4," which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). Under SFAS No. 151, such items will be recognized as current-period charges. In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement will be effective for the Company for inventory costs incurred on or after January 1, 2006. The Company has not yet evaluated the potential impact the adoption of SFAS No. 151 will have on its financial position or results of operations.

5.    Acquisitions

On January 29, 2004, the Company acquired all of the capital stock of Theodore Bargman Company ("Bargman") for approximately $5.5 million. Bargman had revenues of approximately $12.8 million in 2003 and net assets of approximately $3.1 million as of the acquisition date. Bargman is a manufacturer of lighting products, electrical accessories, access doors, locks and latches for the recreational vehicle market. The acquisition of Bargman is included as part of the business segment operations of Cequent Transportation Accessories and provides additional opportunities to strengthen Cequent's presence in the transportation accessories and cargo management markets, specifically bolstering Cequent's position in the RV market. The impact of the Bargman acquisition is not significant to the Company's operations.

On January 30, 2003, the Company acquired all of the capital stock of HammerBlow Acquisition Corp. ("HammerBlow"), from 2000 Riverside Capital Appreciation Fund, L.P. and other stockholders of HammerBlow for $145.2 million (including the Company's previous investment of $9.0 million). Of this amount, $7.2 million, net of the purchase price, was deferred and paid in January 2004. HammerBlow is a manufacturer and distributor of towing, trailer and other vehicle accessories throughout North America and the purchase includes The HammerBlow Corporation, Hidden Hitch, Tekonsha Towing Systems ("Tekonsha") and Sure Pull Towing Systems ("SurePull"). HammerBlow acquired Tekonsha and SurePull from Dana Corporation on November 21, 2002.

On February 21, 2003, the Company acquired Highland Group Industries ("Highland") from the shareholders and option holders of Highland and FNL Management Corp. The total consideration paid was $73.5 million. Highland is a market-leading supplier of cargo management products and a full line supplier of vehicle protection products, specializing in products that help people safely load, anchor, secure, tow, carry, trailer and organize cargo, as well as protect the vehicle and its cargo area.

The acquisitions of HammerBlow and Highland are included as part of the business unit operations of Cequent Transportation Accessories and provide additional opportunities to leverage new product extensions and innovations in our towing and trailer products businesses with customers in new markets through enhanced brand awareness and distribution, particularly in the end consumer retail channel.

57

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition dates.

(in thousands)				HammerBlow				Highland				Total
Current assets				$	35,420			$	18,530			$	53,950
Property and equipment					19,840				5,980				25,820
Other intangible assets					46,590				18,500				65,090
Goodwill					79,140				43,260				122,400
Deferred taxes and other					2,380				1,280				3,660
Total assets acquired					183,370				87,550				270,920
Current liabilities					22,030				3,140				25,170
Deferred tax liabilities					16,090				10,870				26,960
Total liabilities assumed					38,120				14,010				52,130
Net assets acquired				$	145,250			$	73,540			$	218,790

The estimated fair values of inventories acquired were increased $4.0 million from historical amounts, which was included in cost of sales during 2003. Of the $65.1 million of acquired other intangible assets, $46.8 million was assigned to Customer Relationships with a useful life of 15 years, $13.5 million was assigned to Trademarks with an indefinite life and the remaining $4.8 million was assigned to Technology and Other with useful lives ranging from 7 - 10 years. The $122.4 million of goodwill is assigned to the Cequent Transportation Accessories segment.

The results of these acquisitions are included in the Company's December 31, 2003 financial statements from the respective dates of acquisition. The following selected unaudited pro forma combined results of operations for the Company, HammerBlow and Highland have been prepared assuming that the acquisitions occurred at the beginning of the respective periods. The selected unaudited pro forma combined results are based on the historical information for TriMas and Highland and pro forma combined results of operations for HammerBlow assuming that the acquisitions of Tekonsha and SurePull occurred at the beginning of the respective periods. The pro forma financial information is not necessarily indicative of the combined results of operations that would have been attained had the acquisitions taken place at the beginning of 2003 and 2002, nor are they indicative of future results. The expense associated with the step-up in basis of inventory has been excluded as it is not a recurring expense.

				For the Year Ended December 31,
(in thousands)				2003								2002
				As Reported				Pro Forma				As Reported				Pro Forma
								(unaudited)								(unaudited)
Net sales				$	905,400			$	921,820			$	750,250			$	908,970
Operating profit					28,740				33,530				67,810				84,970
Income (loss) before cumulative effect of accounting change					(30,930	)			(28,690	)			1,870				4,800
Net loss				$	(30,930	)		$	(28,690	)		$	(34,760	)		$	(31,830	)
Loss per share:
Basic, as reported				$	(1.54	)		$	(1.43	)
Diluted, as reported				$	(1.54	)		$	(1.43	)
Weighted average common shares					20,047,090

In addition, the Company completed two minor asset acquisitions during 2003, one each in the Cequent Transportation Accessories and Industrial Specialties segments. The impact of the acquisitions to the Company's reported results is not material.

58

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

6.    Goodwill and Other Intangible Assets

The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis using a measurement date of December 31, unless a change in business conditions occurs which requires a more frequent evaluation. In assessing the recoverability of goodwill and indefinite-lived intangible assets, the Company estimates the fair value of each reporting unit and compares it to the net asset carrying values. Similarly, the Company also reviews definite-lived intangible assets on an annual basis, or more frequently if events or changes in circumstances indicate that their carrying values may not be recoverable.

During the fourth quarter of 2003, the Company recorded a non-cash, after tax goodwill impairment charge of $7.6 million related to the Company's precision cutting tools business within the Industrial Specialties segment. In 2003, this business experienced a lack of growth in end markets for its products. Sales, earnings and cash flow forecasts included in the Company's five year plan as of December 31, 2003, were revised, resulting in the goodwill impairment loss. The charge is included in determining operating profit in the accompanying statement of operations.

In the second quarter of 2002, the Company recorded a non-cash, after tax goodwill impairment charge of $36.6 million related to the Company's industrial fasteners business. The charge was recorded in connection with the Company's completion of its transitional impairment test in the adoption of SFAS No. 142. Consistent with the requirements of SFAS No. 142, the Company recognized this impairment charge as of January 1, 2002 as the cumulative effect of change in accounting principle.

Changes in the carrying amount of goodwill for the years ended December 31, 2004 and 2003 are as follows:

(in thousands)				Rieke Packaging Systems				Cequent Transportation Accessories				Fastening Systems				Industrial Specialties				Total
Balance, December 31, 2002				$	165,300			$	227,070			$	53,230			$	73,450			$	519,050
Goodwill from acquisition					—				130,070				—				750				130,820
Reversal of restructuring reserve established in purchase accounting, net of tax					—				(370	)			(100	)			—				(470	)
Impairment loss					—				—				—				(7,600	)			(7,600	)
Foreign currency translation and other					8,030				8,040				230				800				17,100
Balance, December 31, 2003				$	173,330			$	364,810			$	53,360			$	67,400			$	658,900
Reversal of restructuring reserves established in purchase accounting, net of tax and other adjustments					—				(1,270	)			(220	)			—				(1,490	)
Adjustment to tax contingencies established in purchase accounting					—				(7,000	)			(530	)			—				(7,530	)
Foreign currency translation and other					4,920				2,720				—				460				8,100
Balance, December 31, 2004				$	178,250			$	359,260			$	52,610			$	67,860			$	657,980

59

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

The gross carrying amounts and accumulated amortization for the Company's other intangibles as of December 31, 2004 and 2003 are summarized below. The Company amortizes these assets over periods ranging from 1 to 40 years.

				As of December 31, 2004								As of December 31, 2003
Intangible Category by Useful Life (in thousands)				Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
Customer relationships:
6 – 12 years				$	26,500			$	(10,710	)		$	26,500			$	(8,090	)
15 – 25 years					100,250				(16,970	)			102,200				(11,140	)
40 years					105,460				(11,230	)			105,460				(8,600	)
Total customer relationships					232,210				(38,910	)			234,160				(27,830	)
Trademark/Trade names					68,840				(4,280	)			68,400				(4,200	)
Technology and other:
1 – 15 years					28,160				(12,690	)			27,740				(8,700	)
17 – 30 years					38,720				(7,140	)			38,530				(5,350	)
Total technology and other					66,880				(19,830	)			66,270				(14,050	)
				$	367,930			$	(63,020	)		$	368,830			$	(46,080	)

Effective January 1, 2004, in conjunction with estimating useful lives and valuing identified intangible assets acquired in the acquistion of HammerBlow and Highland, the Company also reviewed the estimated useful lives of its existing trademarks/trade names. Because it is the Company's intent to maintain and continue to support, develop and market these trademarks/trade names in the future, the Company revised the useful life of such trademarks/trade names from 40 years to an indefinite life, and discontinued amortization of these intangibles prospectively. Had these intangible assets not been amortized in prior years, annual amortization expense would have been reduced approximately $1.4 million.

Amortization expense related to technology and other intangibles was approximately $6.8 million, $4.9 million and $4.4 million for the years ended December 31, 2004, 2003 and 2002, respectively, and is included in cost of sales in the accompanying statement of operations. Amortization expense related to customer intangibles was approximately $14.3 million, $21.9 million and $8.5 million for the years ended December 31, 2004, 2003 and 2002, respectively, and is included in selling, general and administrative expense in the accompanying statement of operations. Amortization expense related to trademarks and trade names was approximately $1.4 million for each of the years ended December 31, 2003 and 2002, and is included in selling, general and administrative expense in the accompanying statement of operations. Included in these amounts are non-cash charges of $4.5 million, $11.0 million and $0.4 million for the years ended December 31, 2004, 2003 and 2002, respectively, to write-off customer relationship intangibles, as the Company no longer maintains a sales relationship with several customers as a result of business or other financial considerations.

Estimated amortization expense for the next five fiscal years beginning after December 31, 2004 is as follows: 2005 - $15.9 million; 2006 - $14.4 million; 2007 - $13.8 million; 2008 - $13.8 million, and; 2009 - $13.7 million.

60

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

7.    Restructurings

During 2004 and 2003, the Company adopted restructuring plans and established purchase accounting and restructuring reserves at certain of its business units. Activity related to these plans and spending against such reserves during the years ended December 31, 2004 and 2003 is summarized below:

(in thousands)				Severance				Curtailment of Benefit Plan				Closure Costs and Other				Total
Reserve at December 31, 2002				$	—			$	—			$	—			$	—
Establishment of reserves					7,390				880				1,380				9,650
Cash payments					(2,250	)			—				—				(2,250	)
Reserve at December 31, 2003					5,140				880				1,380				7,400
Establishment of reserves					2,190				—				—				2,190
Cash payments					(4,250	)			—				(210	)			(4,460	)
Reversal of restructuring reserves (non-cash)					(2,060	)			—				(640	)			(2,700	)
Reserve at December 31, 2004				$	1,020			$	880			$	530			$	2,430

Of the $2.2 million and $9.7 milion reserves established during 2004 and 2003, respectively, $1.3 million and $2.2 million is included in cost of sales and $0.9 million and $1.6 million is included in selling, general and administrative expense in the accompanying statement of operations, respectively. The remaining $5.9 million of the 2003 reserve was established in purchase accounting in connection with the HammerBlow and Highland acquistions.

During the second quarter of 2004, the Company adopted a plan to cease manufacturing operations at a facility within the Cequent Transportation Accessories segment and convert the facility into a distribution center. The manufacturing operations will be consolidated into an existing facility. This action will result in the elimination of approximately 70 positions, of which approximately 60 have been eliminated as of December 31, 2004. The severance and facility costs are expected to be fully paid by the end of the second quarter of 2005.

During the second quarter of 2003, in conjunction with the acquisition of Fittings, the Company adopted a plan to close one additional manufacturing facility within its Fastening Systems segment and consolidate those operations into Fastening Systems' remaining three manufacturing facilities. These actions resulted in the elimination of approximately 160 positions. Additional severance amounts have been added to the restructuring reserve during 2004 as certain employees have earned additional severance benefits based on contingency arrangements in their severance agreements. The remaining severance amounts are expected to be paid through the second quarter of 2005.

Also during the second quarter of 2003, the Company's Industrial Specialties segment adopted a plan to centralize certain gasket applications and distribution activities within a single facility. In addition, the group rationalized the back office general and administrative support within certain of its branch service centers. These actions resulted in the elimination of approximately 70 positions during 2003. The remaining severance amounts are expected to be paid through the first quarter of 2006.

During the first quarter of 2004, the Company finalized its restructuring plan with respect to the HammerBlow and Highland acquisitions, resulting in a non-cash reduction in the recorded restructuring reserve of approximately $2.7 million. The offsetting after-tax amount was recorded as a reduction to goodwill.

In addition to the restructuring plans initiated in 2003 and 2004, the Company continues implementation activities of its restructuring plan adopted in connection with the acquisition of Metaldyne by Heartland in November 2000. In connection with this restructuring plan, approximately 580 jobs were eliminated. The Company also closed, consolidated and rationalized certain operations and back office

61

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

facilities as a part of this restructuring plan. The Company expects the payment of closure costs related to these facilities to run out through 2005.

The following table summarizes reserves established in purchase accounting in connection with the November 2000 plan and the subsequent related activity:

(in thousands)				Severance				Closure Costs				Total
Reserve at December 31, 2002				$	4,590			$	2,480			$	7,070
Cash payments					(3,180	)			(840	)			(4,020	)
Reversal of restructuring reserves (non-cash)					—				(690	)			(690	)
Reserve at December 31, 2003					1,410				950				2,360
Cash payments					(1,240	)			(340	)			(1,580	)
Reversal of restructuring reserves (non-cash)					(170	)			—				(170	)
Reserve at December 31, 2004				$	—			$	610			$	610

8.    Accounts Receivable Securitization

As part of the June 2002 financing transactions, TriMas established a receivables securitization facility and organized TSPC, Inc. ("TSPC"), a wholly-owned subsidiary, to sell trade accounts receivable of substantially all domestic business operations. Prior to June 2002, TriMas sold certain of its accounts receivable to MTSPC, Inc. ("MTSPC"), a wholly owned subsidiary of Metaldyne.

TSPC from time to time may sell an undivided fractional ownership interest in the pool of receivables up to approximately $125.0 million to a third party multi-seller receivables funding company. The net proceeds of sales are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs, which amounted to a total of $1.9 million and $1.4 million for the years ended December 31, 2004 and 2003, respectively. As of December 31, 2004 and 2003, the Company's funding under the facility was approximately $48.0 million and $0, respectively, with an additional $0.2 million and $49.0 million, respectively, available but not utilized. When the Company sells receivables under this arrangement, the Company retains a subordinated interest in the receivables sold. The retained interest in receivables sold is included in receivables in the accompanying balance sheet and approximated $70.1 million and $0, at December 31, 2004 and 2003, respectively. The usage fee under the facility is 1.5%. In addition, the Company is required to pay a fee of 0.5% on the unused portion of the facility. This facility expires in June 2005.

The financing costs are determined by calculating the estimated present value of the receivables sold compared to their carrying amount. The estimated present value factor is based on historical collection experience and a discount rate representing a spread over LIBOR as prescribed under the terms of the securitization agreement. As of December 31, 2004 and 2003, the financing costs were based on an average liquidation period of the portfolio of approximately 1.4 and 1.5 months, respectively, and average discount rate of 3.5% and 2.2%, at December 31, 2004 and 2003, respectively.

9.    Inventories

Inventories consist of the following components:

(in thousands)				December 31, 2004				December 31, 2003
Finished goods				$	87,010			$	68,060
Work in process					25,810				17,770
Raw materials					67,220				38,260
Total inventories				$	180,040			$	124,090

62

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

10.    Property and Equipment, Net

Property and equipment consists of the following components:

(in thousands)				December 31, 2004				December 31, 2003
Land and land improvements				$	6,110			$	3,240
Buildings					62,270				52,840
Machinery and equipment					217,960				190,290
					286,340				246,370
Less: Accumulated depreciation					87,730				58,950
Property and equipment, net				$	198,610			$	187,420

Depreciation expense was approximately $23.4 million, $26.4 million and $25.3 million for the years ended December 31, 2004, 2003 and 2002.

In the fourth quarter of 2004, the Company recorded an impairment charge of approximately $10.7 million in accordance with the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Of this amount, approximately $8.3 million relates to the write-down of the net book value of land, building and certain equipment within our Fastening Systems segment. In connection with a restructuring plan initiated in 2003, substantially all operations were moved from its Lakewood, Ohio facility into its Frankfort, Indiana facility. This move was completed during the fourth quarter of 2004, although certain of the equipment was not moved and has been abandoned. The building is classified as "held for sale" and is being actively marketed as such. Based on these factors, the building has been written-down to estimated fair value less costs to sell, and the equipment has been entirely written-off as abandoned. In addition, approximately $2.3 million of the impairment charge relates to the write-down of a building and certain equipment as a result of the consolidation of two exisiting facilities within the Industrial Specialties segment into a single facility. This consolidation activity was initiated as a result of a 2003 restructuring plan and was completed during the fourth quarter of 2004. The net book value of the assets held for sale is $3.1 million.

11.    Accrued Liabilities

(in thousands)				December 31, 2004				December 31, 2003
Self-insurance				$	14,840			$	14,150
Vacation, holiday and bonus					16,580				14,580
Other					36,760				46,370
Total accrued liabilities				$	68,180			$	75,100

63

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

12.    Long-term Debt

The Company's long-term debt at December 31, 2004, net of the unamortized discount of $2.3 million and unamortized premium of $0.7 million from the face value of the Company's 9 7/8% senior subordinated notes, is as follows:

(in thousands)				December 31, 2004				December 31, 2003
Bank debt				$	301,710			$	291,780
9 7/8% senior subordinated notes, due June 2012					436,210				436,070
Other					100				8,130
					738,020				735,980
Less: Current maturities, long-term debt					2,990				10,920
Long-term debt				$	735,030			$	725,060

On June 6, 2002, in connection with the issuance of common stock and related financing transactions, the Company entered into two long-term financing arrangements. In the first arrangement, the Company issued $352.8 million face value of 9 7/8% senior subordinated notes due 2012 ("Notes") in a private placement under Rule 144A of the Securities Act of 1933, as amended. Additionally, on December 10, 2002, the Company issued an additional $85.0 million face value 9 7/8% senior subordinated notes due 2012 pursuant to the June 6, 2002 indenture. The Notes were issued at a premium of approximately $0.9 million. The Notes were issued to obtain cash to repurchase approximately $20.0 million of TriMas common stock owned by Metaldyne, to fund potential acquisitions, for debt repayment and for other general corporate purposes.

In the second long-term financing arrangement, the Company entered into a credit facility ("Credit Facility") with a group of banks consisting of a $260.0 million senior term loan which matures December 31, 2009. The Company subsequently amended and restated the Credit Facility on June 6, 2003, and further amended it on December 17, 2003 and December 21, 2004, principally to increase the term loan facility from $260.0 million to $335.0 million and to modify certain restrictive financial covenants. The term loan is payable in quarterly installments of approximately $0.7 million. In addition to the term loan, the Credit Facility includes an uncommitted incremental term loan of $125.0 million and a senior revolving credit facility of up to $150.0 million, including up to $100.0 million for one or more permitted acquisitions, which matures December 31, 2007. The Credit Facility allows the Company to issue letters of credit, not to exceed $40.0 million in aggregate, against revolving credit facility commitments. At December 31, 2004 and 2003, the Company had letters of credit of approximately $27.1 million and $26.0 million, respectively, issued and outstanding. The Company pays a commitment fee, ranging from 0.50% to 0.75%, with respect to unused principal commitments, net of letters of credit issued, under the Credit Facility. The obligations under the Credit Facility are collateralized by substantially all of the Company's assets and unconditionally and irrevocably guaranteed jointly and severally by TriMas Corporation, the parent company, and each of the borrowers existing and subsequently acquired or organized domestic subsidiaries, other than TSPC, pursuant to the terms of a separate guarantee agreement. Although no foreign subsidiaries are currently borrowers under the Credit Facility, such entities may borrow under the facility in the future.

Borrowings under the Credit Facility bear interest at the Company's option at either a base rate used by JPMorgan Chase Bank, plus an applicable margin, or a Eurodollar rate on deposits for one, two, three or six month periods (or nine or twelve month periods if, at the time of the borrowing, all lenders agree to make such a duration available), plus an applicable margin. The applicable margin on borrowings is subject to change, depending on the Company's Leverage Ratio, as defined, and is 2.25% on base rate loans and 3.25% on Eurodollar loans at December 31, 2004. The effective interest rate on credit facility borrowings was 5.69% and 4.65% at December 31, 2004 and 2003, respectively.

64

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

The bank debt is an obligation of subsidiaries of the Company. Although the Credit Facility does not restrict the Company's subsidiaries from making distributions to it in respect of the exchange notes, it does contain certain other limitations on the distribution of funds from TriMas Company LLC, the principal subsidiary, to the Company. The restricted net assets of the guarantor subsidiaries, approximately $812.8 million and $806.9 million at December 31, 2004 and 2003, respectively, are presented in the financial information in Note 22. The Credit Facility contains negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including among others: restrictions on incurrence of debt, except for permitted acquisitions and subordinated indebtedness, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, asset dispositions, sale-leaseback transactions greater than $90.0 million if sold at fair market value, hedging agreements, dividends and other restricted junior payments, stock repurchases, transactions with affiliates, restrictive agreements and amendments to charters, by-laws, and other material documents. The Credit Facility also requires the Company and its subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined), interest expense ratio (consolidated EBITDA, as defined, over cash interest expense, as defined) and a capital expenditures covenant. The Company was in compliance with its covenants at December 31, 2004.

The Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of TriMas, including amounts outstanding under the Credit Facility. The Notes are pari passu in right of payment with all existing and future unsecured senior subordinated indebtedness of TriMas and are unconditionally guaranteed by all of the Company's domestic subsidiaries that are direct borrowers under the Credit Facility. Interest on the Notes accrues at the rate of 9 7/8% per annum and is payable semi-annually in arrears on June 15 and December 15, commencing December 15, 2002.

At any time prior to June 15, 2005, TriMas may redeem up to 35% of the aggregate principal amount of Notes issued at a redemption price of 109.875% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under the indenture remains outstanding immediately after the occurrence of such redemption, and (2) the redemption occurs within 120 days of the date of the closing of such equity offering. Except as outlined herein, the Notes are not redeemable at the Company's option prior to June 15, 2007.

After June 15, 2007, TriMas may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:

Year				Percentage
2007					104.938	%
2008					103.292	%
2009					101.646	%
2010 and thereafter					100.000	%

The Notes indenture contains negative and affirmative covenants and other requirements that are comparable to those contained in the Credit Facility. At December 31, 2004, the Company was in compliance with all such covenant requirements.

65

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

As of the years ended December 31, 2004 and 2003, the Company has capitalized debt issuance costs paid of approximtately $18.7 million and $17.1 million, respectively, associated with the Credit Facility. Also, as of the years ended December 31, 2004 and 2003, the Company has capitalized debt issuance costs paid of approximately $19.5 million and $19.4 million, respectively, associated with the Notes. These amounts consist primarily of legal, accounting and transaction advisory fees, and facility fees paid to the lenders. Debt issuance costs and discount on the Notes are amortized using the interest method over the term of the Credit Facility and Notes, respectively. Unamortized debt issuance costs of approximately $13.2 million and $14.0 million related to the Credit Facility and approximately $14.7 million and $16.6 million related to the Notes are included in other assets in the accompanying balance sheet at December 31, 2004 and 2003, respectively.

Future maturities of the face value of long-term debt at December 31, 2004 are as follows:

Year Ending December 31:				(in thousands)
2005				$	2,990
2006					2,890
2007					15,700
2008					2,890
2009					277,340
Thereafter					437,770
Total				$	739,580

13.    Leases

TriMas leases certain equipment and plant facilities under non-cancelable operating leases. Rental expense for TriMas totaled approximately $22.1 million in 2004, $16.2 million in 2003 and $8.4 million in 2002.

During 2003, the Company entered into sale-leaseback arrangements with third-party lenders for certain of its machinery and equipment and facilities. These leases are accounted for as operating leases. The Company has an eight year lease term with respect to machinery and equipment which requires annual lease payments of approximately $8.4 million. The Company has a fifteen year lease term with respect to a leaseback of three facilities which require annual lease payments of approximately $1.7 million. The proceeds from these transactions were applied against outstanding balances under the Company's revolving credit facility. In connection with these sale-leaseback transactions, the Company recognized losses during 2003 of approximately $18.2 million and a deferred gain of approximately $4.6 million in the third quarter of 2003. The loss on disposition of property and equipment is separately identified in the accompanying statement of operations for all periods presented while the deferred gain is included in other long-term liabilities in the accompanying balance sheet and is being amortized to income over the life of the respective lease.

66

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Minimum payments for operating leases having initial or remaining non-cancelable lease terms in excess of one year at December 31, 2004 are summarized below:

Year Ended December 31:				(in thousands)
2005				$	25,570
2006					23,240
2007					21,610
2008					20,180
2009					18,930
Thereafter					96,410
Total				$	205,940

In the first quarter 2002, as part of financing arranged by Metaldyne and Heartland, the Company entered into sale-leaseback arrangements with a third-party lender for certain facilities utilized by the Company. The 20 year lease term continues until 2022 and requires annual lease payments of approximately $2.5 million per year. The proceeds from these transactions were applied against the Metaldyne Corporation net investment and advance balance. Because Metaldyne provided the third-party lender with a guarantee of the Company's lease obligations, these lease arrangements were accounted for as capitalized leases and lease obligations approximating $19 million at March 31, 2002 were recorded in long-term debt.

As a result of the recapitalization and related financing transactions completed during the second quarter of 2002, Metaldyne no longer guarantees the Company's lease obligations with the third party lender. Subsequent to June 6, 2002, the Company accounts for these lease transactions as operating leases. During the quarter ended June 30, 2002, the Company eliminated the capitalized lease obligation and related capitalized lease assets.

14.    Commitments and Contingencies

A civil suit was filed in the United States District Court for the Central District of California in December 1988 by the United States of America and the State of California against more than 180 defendants, including us, for alleged release into the environment of hazardous substances disposed of at the Operating Industries, Inc. site in California. This site served for many years as a depository for municipal and industrial waste. The plaintiffs have requested, among other things, that the defendants clean up the contamination at that site. Consent decrees have been entered into by the plaintiffs and a group of the defendants, including us, providing that the consenting parties perform certain remedial work at the site and reimburse the plaintiffs for certain past costs incurred by the plaintiffs at the site. We estimate that our share of the clean-up costs will not exceed $500,000, for which we have insurance proceeds. Plaintiffs had sought other relief such as damages arising out of claims for negligence, trespass, public and private nuisance, and other causes of action, but the consent decree governs the remedy. While, based upon our present knowledge and subject to future legal and factual developments, we do not believe that this matter will have a material adverse effect on our financial position, results of operations or cash flow, future legal and factual developments may result in materially adverse expenditures.

As of March 3, 2005, we were a party to approximately 1,381 pending cases involving an aggregate of approximately 18,779 claimants alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by certain of our subsidiaries for use in the petrochemical refining and exploration industries. In addition, we acquired various companies to distribute our products that had distributed gaskets of other manufacturers prior to acquisition. We believe that many of our pending cases relate to locations at which none of our gaskets were distributed or used. Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 12 years ago, have been approximately $2.7 million. All relief sought in the asbestos cases is monetary in nature. We do not have significant primary insurance to cover our settlement and defense costs. We believe that significant coverage under excess insurance policies of former owners is available to us, but such coverage may be disputed by the insurance carriers and such insurance may ultimately not be available. Further, we may be subjected to significant additional claims in the future, the cost of settling cases in which product identification can be made may increase, and we may be subjected to further claims in respect of the

67

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

former activities of our acquired gasket distributors. We note that we are unable to make a meaningful statement concerning the monetary claims made in the asbestos cases given that, among other things, claims may be initially made in some jurisdictions without specifying the amount sought or by simply stating the requisite or maximum permissible monetary relief, and may be amended to alter the amount sought. In addition, relatively few of the claims have reached the discovery stage and even fewer claims have gone past the discovery stage. Based on the settlements made to date and the number of claims dismissed or withdrawn for lack of product identification, the Company believes that the relief sought (when specified) does not bear a reasonable relationship to the Company's potential liability. Based upon our experience to date and other available information (including the availability of excess insurance), we do not believe that these cases will have a material adverse effect on our financial condition or future results of operations.

The Company has provided reserves based upon its present knowledge and, subject to future legal and factual developments, does not believe that the ultimate outcome of any of the aforementioned litigations will have a material adverse effect on its consolidated financial position and future results of operations and cash flows. However, there can be no assurance that future legal and factual developments will not result in a material adverse impact on our financial condition and future results of operations.

The Company is subject to other claims and litigation in the ordinary course of business, but does not believe that any such claim or litigation will have a material adverse effect on the Company's financial position or future results of operations.

15.    Related Parties

Metaldyne Corporation

Prior to June 6, 2002, the Company was wholly-owned by Metaldyne and participated in joint activities including employee benefits programs, legal, treasury, information technology and other general corporate activities. Effective June 6, 2002, the Company entered into a corporate services agreement with Metaldyne under which the Company, in exchange for such services, paid Metaldyne $2.5 million in 2002 and 2003, respectively. The Company did not enter into such a corporate services agreement for 2004.

Effective January 1, 2004, the Company entered into an agreement with Metaldyne whereby TriMas reimbursed Metaldyne approximately $0.4 million primarily for certain software licenses maintained by Metaldyne under an existing agreement. The agreement expired on June 30, 2004.

In connection with the June 2002 common stock issuance and related financing transactions, TriMas assumed approximately $37.0 million of liabilities and obligations of Metaldyne, mainly comprised of contractual obligations to former TriMas employees, tax related matters, benefit plan liabilities and reimbursements to Metaldyne for normal course payments to be made on TriMas' behalf. Payments made with respect to these obligations approximated $4.6 million and $6.4 million in 2004 and 2003, respectively. During 2004, the Company also settled certain assumed contractual obligations, resulting in an increase in the Company's liability of approximately $0.8 million. The remaining assumed liabilities of approximately $6.9 million are payable at various dates in the future and are reported as Due to Metaldyne in the accompanying balance sheet at December 31, 2004.

Subject to certain limited exceptions, Metaldyne, on the one hand, and we, on the other hand, retained the liabilities associated with our respective businesses. Accordingly, we will indemnify and hold harmless Metaldyne from all liabilities associated with us and our subsidiaries and our respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold Heartland and us harmless from all liabilities associated with Metaldyne and its subsidiaries (excluding us and our subsidiaries) and their respective operations and assets, whenever conducted. In addition, we agreed with Metaldyne to indemnify one another for our allocated share (42.01%) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to the November 2000 acquisition. There are also indemnification provisions relating to certain other matters intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and are subject to a $50,000 deductible.

Net investment and advances reflected the accumulation of transactions between TriMas and Metaldyne through June 6, 2002 and between Fittings and Metaldyne through May 9, 2003. These transactions included operating results, management fees and advances, as discussed below:

•	TriMas was charged a management fee by Metaldyne for various corporate support staff and administrative services. Such fees approximated one percent of net sales and amounted to $3.5 million in 2002.

68

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

•	Certain of TriMas' employee benefit plans and insurance coverages are administered by Metaldyne. These costs as well as other costs incurred on TriMas' behalf were charged directly to TriMas.

•	TriMas was also charged interest expense at various rates on the debt attributed to TriMas from Metaldyne and on the outstanding advance balance from Metaldyne. These charges, including thoses related to the Fittings business, aggregated $30.3 million in 2002.

The related advances were included in Metaldyne Corporation net investment and advances in the accompanying balance sheets. As a result of the Company's common stock issuance and related transactions completed during the second quarter of 2002, Metaldyne's net investment and advances balance at June 6, 2002, net of the cash dividend paid and certain subsequent adjustments to reflect finalization of estimated amounts, was reclassified to paid-in capital in the statement of shareholders' equity. The amount remaining at December 31, 2002 relates to Fittings.

In April 2003, TriMas repurchased one million shares of its common stock from Metaldyne at $20 per share, the same price as it was valued on June 6, 2002.

In May 2003, in connection with the Fittings acquisition, the Company agreed to sublease from Metaldyne the Fittings facility in Livonia, Michigan. The sublease extends through 2022 and the annualized lease expense was approximately $0.2 million in each of the years ended December 31, 2004 and December 31, 2003.

Heartland Industrial Partners

In connection with the common stock issuance and related financing transactions in 2002, TriMas paid Heartland transaction advisory fees of $9.8 million. Of this amount, approximately $3.9 million related to equity transaction costs and were netted against proceeds of the common stock issuance recorded in paid-in capital in the accompanying balance sheet. Approximately $5.9 million related to costs incurred in connection with the original Notes issuance and obtaining the Credit Facility. These amounts were capitalized as debt issuance costs related to these financing transactions and included in other assets in the accompanying balance sheet. The Company is party to an advisory services agreement with Heartland at an annual fee of $4.0 million plus expenses. During 2004, 2003 and 2002, Heartland was paid $4.3 million, $4.6 million and $2.8 million, respectively, for such fees and expenses under this agreement and such amounts are included in selling, general and administrative expense in the accompanying statement of operations.

In December 2002, TriMas paid Heartland approximately $0.9 million in connection with the issuance of the additional $85.0 million of Notes. Such fees have been capitalized as a component of other assets in the accompanying balance sheet and are being amortized over the life of the Notes.

Related Party Sales

During 2004, 2003 and 2002, the Company sold fastener products to Metaldyne in the amount of approximately $0.4 million, $0.4 million and $0.5 million, respectively. The Company also sold fastener products to affiliates of a shareholder in the amount of approximately $7.5 million, $4.5 million and $4.7 million, respectively. These amounts are included in net sales in the accompanying statement of operations.

16.    Employee Benefit Plans

Pension and Profit-Sharing Benefits

On January 1, 2003, TriMas implemented a new defined contribution profit sharing plan for the benefit of substantially all TriMas' domestic salaried and non-union hourly employees. The plan contains both

69

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

noncontributory profit sharing arrangements and contributory plans, as defined. Aggregate charges included in the accompanying statement of operations under this plan were $3.2 million in both 2004 and 2003.

Effective through December 31, 2002, substantially all TriMas salaried employees participated in Metaldyne-sponsored noncontributory profit-sharing and/or contributory defined contribution plans, to which payments were approved annually by Metaldyne's Board of Directors. Aggregate charges included in the accompanying statement of operations under these plans were approximately $2.6 million in 2002. In addition, TriMas salaried and non-union hourly employees participated in defined benefit pension plans sponsored by Metaldyne. The expense for these plans was approximately $1.8 million in 2002.

On June 6, 2002, the Metaldyne defined benefit pension plans were curtailed with respect to TriMas employees. Service and salary continued to accrue for the TriMas employees for benefit purposes until December 31, 2002. The liability for these plans remained the obligation of Metaldyne.

TriMas' foreign and union hourly employees participate in defined benefit pension plans. Certain Metaldyne employees also participated in the TriMas union hourly plans. In connection with TriMas' recapitalization, the Metaldyne employees and the related plan assets were transferred out of the plans, with the plans continuing with TriMas employees only. The plan assets were allocated between Metaldyne and TriMas employees, and a greater portion of the plan assets were attributed to Metaldyne employees based on statutory asset allocation rules.

In connection with the June 6, 2002 transactions, the Company also assumed a liability of approximately $0.5 million related to a defined benefit restoration plan for certain TriMas employees. As a part of the restructuring activities during 2002, this plan was curtailed, yielding a curtailment gain of approximately $0.2 million.

Postretirement Benefits

TriMas provides postretirement medical and life insurance benefits, none of which are funded, for certain of its active and retired employees. As a part of the recapitalization on June 6, 2002, the Company assumed a liability of approximately $0.3 million related to a postretirement benefit plan specific to a TriMas location. In addition, the Company closed a plant in 2002 and terminated certain of the employees, thereby yielding a curtailment gain of approximately $0.3 million.

Net periodic pension and postretirement benefit costs for TriMas' defined benefit pension plans and postretirement benefit plans, covering foreign employees, union hourly employees and certain salaried employees includes the following components:

				(in thousands)
				Pension Benefit												Postretirement Benefit
				2004				2003				2002				2004				2003				2002
Service cost				$	770			$	730			$	680			$	100			$	80			$	90
Interest cost					1,680				1,570				1,120				370				420				480
Expected return on assets					(1,810	)			(1,590	)			(1,430	)			—				—				—
Amortization of prior-service cost					10				20				30				—				—				—
Curtailment (gain) loss					—				890				(240	)			—				—				—
Settlement loss					410				—				—				—				—				—
Amortization of net loss					180				70				—				70				110				100
Net periodic pension cost				$	1,240			$	1,690			$	160			$	540			$	610			$	670

70

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

The Company uses September 30 as its plan measurement date and weighted-average assumptions used in accounting for the U.S. defined benefit pension plans and postretirement benefit plans at December 31 are as follows:

				Pension Benefit												Postretirement Benefit
				2004				2003				2002				2004				2003				2002
Discount rate for obligations					6.00	%			6.25	%			6.75	%			6.00	%			6.25	%			6.75	%
Discount rate for benefit costs					6.25	%			6.75	%			7.60	%			6.25	%			6.75	%			7.60	%
Rate of increase in compensation levels					N/A				N/A				N/A				N/A				N/A				N/A
Expected long-term rate of return on plan assets					9.00	%			9.00	%			9.00	%			N/A				N/A				N/A

The Company uses September 30 as its plan measurement date and weighted-average assumptions used in accounting for the non-U.S. defined benefit pension plans at December 31 are as follows:

				Pension Benefit
				2004				2003				2002
Discount rate for obligations					6.15	%			6.20	%			6.90	%
Discount rate for benefit costs					6.20	%			6.90	%			7.00	%
Rate of increase in compensation levels					3.65	%			3.65	%			4.50	%
Expected long-term rate of return on plan assets					8.55	%			8.80	%			9.00	%

The following provides a reconciliation of the changes in TriMas' defined benefit pension plans and postretirement benefit plans' projected benefit obligations and fair value of assets covering foreign employees and union hourly employees for each of the years ended December 31, 2004 and 2003 and the funded status as of December 31, 2004 and 2003:

				(in thousands)
				Pension Benefit								Postretirement Benefit
				2004				2003				2004				2003
Changes in Projected Benefit Obligations
Benefit obligations at January 1				$	(27,960	)		$	(17,640	)		$	(6,870	)		$	(7,720	)
Service cost					(770	)			(730	)			(100	)			(80	)
Interest cost					(1,680	)			(1,570	)			(370	)			(420	)
Participant contributions					(80	)			(90	)			(80	)			(50	)
Actuarial loss					(860	)			(2,590	)			850				740
Benefit payments					2,810				1,480				550				660
Addition of HammerBlow defined benefit pension plan					—				(5,040	)			—				—
Curtailment loss					—				(570	)			—				—
Change in foreign currency					(810	)			(1,170	)			—				—
Plan amendments					—				(40	)			—				—
Projected benefit obligations at December 31				$	(29,350	)		$	(27,960	)		$	(6,020	)		$	(6,870	)
Accumulated benefit obligations at December 31				$	(28,440	)		$	(25,780	)		$	(6,020	)		$	(6,870	)

71

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

				(in thousands)
				Pension Benefit								Postretirement Benefit
				2004				2003				2004				2003
Changes in Plan Assets
Fair value of plan assets at January 1				$	18,820			$	12,750			$	—			$	—
Actual return on plan assets					1,960				1,420				—				—
Employer contributions					2,110				2,350				470				610
Participant contributions					80				90				80				50
Benefit payments					(2,810	)			(1,480	)			(550	)			(660	)
Addition of HammerBlow defined benefit pension plan					—				2,300				—				—
Changes in foreign currency					940				1,390				—				—
Fair value of plan assets at December 31				$	21,100			$	18,820			$	—			$	—

				(in thousands)
				Pension Benefit								Postretirement Benefit
				2004				2003				2004				2003
Funded Status
Plan assets less than projected benefits at December 31				$	(8,250	)		$	(9,140	)		$	(6,020	)		$	(6,870	)
Unrecognized prior-service cost					60				70				—				—
Unrecognized net loss					8,750				8,380				1,480				2,410
Net asset (liability) recognized at December 31				$	560			$	(690	)		$	(4,540	)		$	(4,460	)

				(in thousands)
				Pension Benefit								Postretirement Benefit
				2004				2003				2004				2003
Components of the Net Asset Recognized
Prepaid benefit cost				$	4,370			$	4,140			$	—			$	—
Accrued benefit liability					(10,760	)			(10,110	)			(4,540	)			(4,460	)
Intangible asset					60				70				—				—
Accumulated other comprehensive loss					6,890				5,210				—				—
Net asset recognized at December 31				$	560			$	(690	)		$	(4,540	)		$	(4,460	)

				(in thousands)
				Pension Benefit								Postretirement Benefit
				2004				2003				2004				2003
Plans with Benefit Obligation Exceeding Plan Assets
Benefit obligation				$	16,720			$	22,870			$	6,020			$	6,870
Plan assets					7,330				10,970				—				—
Benefit obligation in excess of plan assets				$	9,390			$	11,900			$	6,020			$	6,870

72

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

The Company expects to make contributions of approximately $1.9 million to fund its pension plan and $0.5 million to fund its other postretirement benefit plan during 2005.

Plan Assets

The weighted average asset allocation of the Company's pension plans and postretirement benefit plans assets at September 30, 2004 and 2003 were as follows:

				Pension Benefit								Postretirement Benefit
				2004				2003				2004				2003
Equity securities					63	%			63	%			N/A				N/A
Debt securities					37	%			36	%			N/A				N/A
Real estate					0	%			0	%			N/A				N/A
Cash					0	%			1	%			N/A				N/A
Total					100	%			100	%			N/A				N/A

The Company's investment goal is to provide for capital growth with a moderate level of volatility by investing assets per the above target allocations. The Company invests the plan assets in a balanced portfolio fund of the Northern Trust Company which seeks to provide capital appreciation and current income by investing up to 75% of the plan assets in equity securities and at least 25% in fixed income securities. The portfolio invests primarily in common stocks of U.S. companies with market capitalizations generally in excess of $1.0 billion. The expected long-term rate of return for the plan's total assets is based on the expected return of each of the above categories, weighted based on the target allocation for each class. The equity securities comprise the largest percentage of the asset allocation as they are projected to have the greatest rate of return on a long-term basis.

Estimated Future Benefit Payments.    The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

				(in thousands)
				Pension Benefit				Postretirement Benefit
2005				$	3,820			$	480
2006					1,510				460
2007					1,570				480
2008					1,660				530
2009					1,740				550
Years 2010-2014					9,910				2,540

The discount rate used in determining the accumulated postretirement benefit obligation was 6.00% in 2004 and 6.25% in 2003. The measurement date used is September 30. The assumed health care cost trend rate in 2004 was 9.50%, decreasing to an ultimate rate in 2013 of 5.00%. If the assumed medical cost trend rates were increased by 1.0%, the accumulated postretirement benefit obligations would increase by $0.5 million and the aggregate of the service and interest cost components of net periodic postretirement benefit obligations cost would increase by $40,000. If the assumed medical cost trend rates were decreased by 1.0%, the accumulated postretirement benefit obligations would decrease by $0.5 million and the aggregate of the service and interest cost components of net periodic postretirement benefit cost would decrease by $40,000. The Company expects to receive employee contributions of approximately $0.1 million and to make contributions of approximately $0.5 million to fund its post-retirement benefit obligations in 2005.

73

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

17.    Stock Options and Awards

In September 2003, the Company's Board of Directors approved the TriMas Corporation 2002 Long Term Equity Incentive Plan (the "Plan"), which provides for the issuance of equity-based incentives in various forms. A total of 2,222,000 stock options have been approved for issuance under this Plan. As of December 31, 2004, the Company has 1,826,117 stock options outstanding, each of which may be used to purchase one share of the Company's common stock. The options have a ten-year life and an exercise price of $20. Eighty percent of the options vest ratably over three years from the date of grant, while the remaining twenty percent vest after seven years from the date of grant or on an accelerated basis over three years based upon achievement of specified performance targets, as defined in the Plan. The options become exercisable upon the later of: (1) the normal vesting schedule as described above, or (2) upon the occurrence of a qualified public equity offering as defined in the Plan, one half of the vested options become exercisable 180 days following such public equity offering, and the other one half of vested options become exercisable on the first anniversary following consummation of such public offering.

A summary of the status of our options as of December 31, 2004 and 2003, and changes during the years then ended, is presented below:

				2004				2003
Outstanding at January 1					1,717,567				—
Granted					150,380				1,825,911
Exercised					—				—
Cancelled					(41,830	)			(108,344	)
Outstanding at December 31					1,826,117				1,717,567
Weighted-average useful life at December 31				7.8   years				8.6   years
Options exercisable at December 31					—				—

During 2001, certain TriMas employees were granted a total of 336,763 Metaldyne stock options under the Metaldyne Long Term Equity Incentive Plan. Of this amount, 81,640 options vested while the remaining 255,123 options were canceled in connection with the June 6, 2002 transactions. In connection with the June 6, 2002 stock purchase agreement, each vested Metaldyne option was to be converted into one option to purchase TriMas common stock. As of December 31, 2003, all 81,640 Metaldyne stock options issued to TriMas employees were converted into TriMas stock options and are vested under the Plan.

The Company has elected to apply the provisions of Accounting Principles Board Opinion No. 25. During 2004, the Company recorded approximately $0.6 million in non-cash compensation expense related to stock options issued with exercise prices below the Company's estimate of fair value of the underlying stock. This non-cash compensation expense is recorded in selling, general and administrative expenses in the accompanying statement of operations.

The weighted average fair value on the measurement date for the options granted in 2004 and 2003 was $2.01 and $2.25, respectively. Had stock option compensation expense been determined pursuant to the methodology of SFAS No. 123, the Company would have recorded an after-tax compensation charge of approximately $0.8 million and $0.9 million in the years ended December 31, 2004 and 2003.

The fair value of these stock options was estimated at the date of grant using the minimum value method, assuming no dividends or volatility, with the following weighted-average assumptions:

				2004				2003
Risk free interest rate					2.7	%			3.0	%
Expected option term life in years					4				4

74

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Prior to the Metaldyne recapitalization, Metaldyne's Long Term Stock Incentive Plan provided for the issuance of stock-based incentives. Certain of TriMas' salaried employees were holders of restricted stock awards issued under that plan. Under the terms of the Metaldyne recapitalization agreement, those shares became free of restriction and vested in four equal installments as of the closing of the recapitalization and January of 2002, 2003 and 2004. Holders of restricted stock could elect to receive all of the installment in common shares of Metaldyne stock, 40% in cash and 60% in common shares of Metaldyne stock, or 100% in cash. The number of shares or cash to be received increased by 6% per annum from the stated $16.90 per share value. TriMas was charged directly by Metaldyne for the interest accretion on the stock awards. TriMas' portion of compensation expense, including interest accretion, for the vesting of long-term stock awards was approximately $4.8 million in 2003 and $4.3 million in 2002. TriMas did not recognize any compensation expense related to this plan in 2004 and obligations accrued related thereto were fully paid in 2004.

18.    Segment Information

TriMas' reportable operating segments are business units that provide unique products and services. Each operating segment is independently managed, requires different technology and marketing strategies and has separate financial information evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance. During the first quarter of 2003, the Company re-aligned its operating segments and appointed a president for its Fastening Systems segment. Prior period segment information has been revised to conform to the current structure and presentation. TriMas has four operating segments involved in the manufacture and sale of products described below. Within these operating segments, there are no individual products or product families for which reported revenues accounted for more than 10% of the Company's consolidated revenues.

Rieke Packaging Systems — Closures and dispensing systems for steel and plastic industrial and consumer packaging applications.

Cequent Transportation Accessories — Vehicle hitches and receivers, sway controls, weight distribution and fifth-wheel hitches, hitch mounted accessories, roof racks, trailer couplers, winches, jacks, trailer brakes and lights, brake controls, cargo tie-downs, ramps and other vehicle and trailer accessories.

Industrial Specialties — Flame-retardant facings and jacketing and insulation tapes used in conjunction with fiberglass insulation, pressure-sensitive specialty tape products, high-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases, metallic and nonmetallic industrial gaskets, specialty precision tools such as center drills, cutters, end mills, reamers, master gears, gages and punches, specialty engines and service parts and specialty ordnance components and weapon systems.

Fastening Systems — Large and small diameter standard and custom-designed ferrous, nonferrous and special alloy fasteners, specialized fittings and cold-headed parts used in automotive and industrial applications, and highly engineered specialty fasteners for the domestic and international aerospace industry.

The Company's management uses Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") as a primary indicator of financial operating performance and as a measure of cash generating capability. Adjusted EBITDA is defined as net income (loss) before cumulative effect of accounting change and before interest, taxes, depreciation, amortization, non-cash asset and goodwill impairment charges and write-offs, non-cash losses on sale-leaseback of property and equipment and legacy restricted stock award expense. Legacy restricted stock award expense represents a contractual obligation resulting from the November 2000 acquisition of Metaldyne by Heartland and was fully paid in January 2004. For purposes of this Note, the Company defines operating net assets as total assets less current liabilities.

75

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Segment activity is as follows:

				(in thousands)
				2004				2003				2002
Net Sales
Rieke Packaging Systems				$	129,220			$	119,100			$	109,050
Cequent Transportation Accessories					511,300				427,410				282,400
Industrial Specialties					248,680				217,890				209,310
Fastening Systems					155,960				141,000				149,490
Total				$	1,045,160			$	905,400			$	750,250
Adjusted EBITDA
Rieke Packaging Systems				$	39,000			$	37,250			$	36,880
Cequent Transportation Accessories					70,260				57,740				43,780
Industrial Specialties					29,680				31,560				32,080
Fastening Systems					1,250				7,330				10,410
Corporate expenses and management fees					(22,720	)			(20,140	)			(13,620	)
Total				$	117,470			$	113,740			$	109,530
Depreciation and Amortization
Rieke Packaging Systems				$	8,590			$	10,860			$	8,190
Cequent Transportation Accessories					18,070				19,300				12,640
Industrial Specialties					7,150				10,590				9,210
Fastening Systems					10,460				13,720				9,530
Corporate					240				380				150
Total				$	44,510			$	54,850			$	39,720
Goodwill Impairment
Industrial Specialties				$	—			$	7,600			$	—
Operating Profit
Rieke Packaging Systems				$	29,970			$	25,300			$	26,680
Cequent Transportation Accessories					51,610				37,370				31,800
Industrial Specialties					20,200				7,460				23,050
Fastening Systems					(17,420	)			(16,010	)			3,120
Corporate expenses and management fees					(22,000	)			(20,550	)			(12,530	)
Legacy stock award expense					—				(4,830	)			(4,310	)
Total				$	62,360			$	28,740			$	67,810
Operating Net Assets
Rieke Packaging Systems				$	355,010			$	270,650			$	337,160
Cequent Transportation Accessories					656,460				672,140				393,770
Industrial Specialties					159,250				171,210				203,000
Fastening Systems					168,500				193,490				225,200
Corporate					(26,070	)			7,990				132,280
Total				$	1,313,150			$	1,315,480			$	1,291,410
Capital Expenditures
Rieke Packaging Systems				$	14,740			$	11,280			$	10,720
Cequent Transportation Accessories					12,830				7,390				12,320
Industrial Specialties					5,730				5,580				4,180
Fastening Systems					9,410				7,200				6,320
Corporate					280				240				450
Total				$	42,990			$	31,690			$	33,990

76

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

The Company's export sales approximated $85.0 million, $74.1 million and $39.4 million in 2004, 2003, and 2002, respectively.

The following table presents the TriMas non-United States (US) revenues for each of the years ended December 31 and operating net assets at each year ended December 31, attributed to each subsidiary's continent of domicile. There was no single non-US country for which revenue and net assets were material to the combined revenues and net assets of TriMas taken as a whole.

				2004								(in thousands) 2003								2002
				Sales				Operating Net Assets				Sales				Operating Net Assets				Sales				Operating Net Assets
Europe				$	51,370			$	98,570			$	47,110			$	90,930			$	39,070			$	83,000
Australia					50,250				33,680				39,230				27,680				29,050				26,000
Asia					1,420				5,740				250				750				—				—
Other North America					87,170				61,390				74,090				72,010				33,760				27,000
Total non-US				$	190,210			$	199,380			$	160,680			$	191,370			$	101,880			$	136,000

19.    Income Taxes

				(in thousands)
				2004				2003				2002
Income (loss) before income tax expense:
Domestic				$	(41,410	)		$	(59,250	)		$	(14,810	)
Foreign					34,930				22,730				19,500
				$	(6,480	)		$	(36,520	)		$	4,690
Income tax expense (benefit):
Current expense (benefit):
Federal				$	(10	)		$	210			$	3,520
State and local					1,940				1,320				620
Foreign					11,280				8,020				5,460
Deferred expense (benefit):
Federal					(16,830	)			(15,220	)			(8,650	)
Foreign					(670	)			80				1,870
				$	(4,290	)		$	(5,590	)		$	2,820

The components of deferred taxes at December 31, 2004 and 2003 are as follows:

				(in thousands)
				2004				2003
Deferred tax assets:
Inventories				$	4,500			$	1,790
Accounts receivable					2,570				1,710
Accrued liabilities and other long-term liabilities					29,420				13,070
Net operating loss					27,220				23,000
Deferred tax liabilities:
Property and equipment					(28,550	)			(53,350	)
Intangible assets					(136,790	)			(120,360	)
U.S. tax on undistributed foreign earnings					(3,100	)			(3,100	)
Other, principally prepaid expenses					(11,280	)			(890	)
Net deferred tax liability				$	(116,010	)		$	(138,130	)

77

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

As of December 31, 2004 and 2003, net deferred taxes are classified in the accompanying balance sheet as follows:

				2004												2003
				Current				Long-term				Total				Current				Long-term				Total
Deferred tax assets				$	18,870			$	44,840			$	63,710			$	11,720			$	27,850			$	39,570
Deferred tax liabilities					(1,340	)			(178,380	)			(179,720	)			(820	)			(176,880	)			(177,700	)
Net deferred taxes				$	17,530			$	(133,540	)		$	(116,010	)		$	10,900			$	(149,030	)		$	(138,130	)

The following is a reconciliation of tax computed at the U.S. federal statutory rate to income tax expense (benefit) allocated to income (loss) before income taxes:

				(in thousands)
				2004				2003				2002
U.S. federal statutory rate					35	%			35	%			35	%
Tax at U.S. federal statutory rate				$	(2,270	)		$	(12,780	)		$	1,640
State and local taxes, net of federal tax benefit					720				860				400
Higher effective foreign tax rate					(1,610	)			150				500
U.S. tax on undistributed foreign earnings					—				3,100				—
Goodwill impairment					—				2,660				—
Non-deductible expenses					300				250				220
Controlled foreign corporation income					350				—				70
Benefit of extraterritorial income exclusion					(1,260	)			(350	)			—
Other, net					(520	)			520				(10	)
Income tax expense (benefit)				$	(4,290	)		$	(5,590	)		$	2,820

Through June 6, 2002, the Company's results were included in Metaldyne's consolidated income tax returns and the provision for income tax expense (benefit) has been calculated as if the Company filed a separate income tax return(s). As a result of the common stock issuance and related financing transactions that occurred on June 6, 2002, the Company no longer files a consolidated return with Metaldyne and its subsidiaries for U.S. Federal and for certain states' income tax purposes after such date.

Liabilities for U.S. federal and state income taxes for the periods prior to June 6, 2002 were payable to Metaldyne. Under the terms of the TriMas stock purchase agreement, the income of the Company through June 6, 2002 (inclusive of interest push-down) was absorbed by the Metaldyne and subsidiaries consolidated loss and the Company was not required to reimburse Metaldyne. The 2002 current federal tax provision of $3.5 million approximates this amount with an offsetting adjustment to equity. Liabilities for U.S. federal and state income taxes for the periods prior to June 6, 2002 were payable to Metaldyne.

As of December 31, 2004, the Company has unused U.S. net operating loss ("NOL") carryforwards of approximately $65.9 million, which expire in 2024. The Company is required to reimburse Metaldyne for the utilization of $6.3 million of NOL, which were generated through June 6, 2002, as it occurs. A $2.2 million payable to Metaldyne was recorded upon separation in relation to such NOL. Additionally, the Company has approximately $6.1 million of various state operating loss carryforwards that expire over a variety of dates through 2024.

In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. The American Jobs Creation Act of 2004 introduced a one-time dividends received deduction on the repatriation of certain foreign earnings. It is the Company's intention to maximize the benefits of the repatriation provision. The Company is beginning to analyze the effects of such provision and expects to finalize its plans during the third or fourth quarters of 2005. At this time, it is reasonable to anticipate that the Company will repatriate foreign earnings in the range of $8.1 million and the maximum unremitted earnings of $144.2 million. The Company anticipates the associated tax to range from $0.5 million to $7.8 million. As of December 31, 2004, the Company has provided for

78

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

applicable federal taxes of $3.1 million on foreign earnings anticipated to be remitted. Such amount will be adjusted accordingly during 2005 when it becomes reasonable to estimate the income tax effects of the anticipated repatriation.

Tax expense (benefit) for the period January 1, 2002 through December 31, 2002 is shown before the cumulative effect of change in recognition and measurement of goodwill impairment of $36.6 million, for which no tax benefit is available.

Cash taxes paid with respect to state and foreign jurisdictions were $10.2 million and $8.5 million in 2004 and 2003, respectively. Cash taxes paid with respect to foreign jurisdictions were $3.1 million in 2002.

20.    Summary Quarterly Financial Data (unaudited, in thousands)

				For the Year Ended December 31, 2004
				First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Net sales				$	260,900			$	284,210			$	257,100			$	242,950
Gross profit					64,100				75,250				60,730				51,330
Net income (loss) before cumulative effect of change in accounting principle					2,220				8,960				2,170				(15,540	)
Net income (loss)					2,220				8,960				2,170				(15,540	)

				For the Year Ended December 31, 2003
				First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Net sales				$	217,970			$	250,150			$	235,990			$	201,290
Gross profit					55,590				65,470				63,340				47,570
Net income (loss) before cumulative effect of change in accounting principle					(7,020	)			(1,420	)			3,670				(26,160	)
Net income (loss)					(7,020	)			(1,420	)			3,670				(26,160	)

21.    Supplemental Guarantor Condensed Combining and Consolidating Financial Statements

Under an indenture dated June 6, 2002, TriMas Corporation, the parent company ("Parent"), issued 9 7/8% senior subordinated notes due 2012 in a total principal amount of $437.8 million (face value). These Notes are guaranteed by substantially all of the Company's domestic subsidiaries ("Guarantor Subsidiaries"). All of the Guarantor Subsidiaries are 100% owned by the Parent and their guarantees are full, unconditional, joint and several. The Company's non-domestic subsidiaries and TSPC, Inc. have not guaranteed the Notes ("Non-Guarantor Subsidiaries"). The Guarantor Subsidiaries have also guaranteed amounts outstanding under the Company's Credit Facility.

The accompanying supplemental guarantor condensed, combining or consolidating financial information is presented on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the Company's share in the subsidiaries' cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions.

Prior to June 6, 2002, the Parent held equity investments directly in certain of the Company's wholly-owned Non-Guarantor Subsidiaries, and equity in these investees is included in the Parent column of the accompanying condensed combining financial information for all periods presented. Subsequent to June 6, 2002, all investments in non-domestic subsidiaries are held directly at TriMas Company LLC, a wholly-owned subsidiary of TriMas Corporation and Guarantor Subsidiaries, and equity in non-domestic subsidiary investees for all periods subsequent to June 30, 2002 is included in the Guarantor column of the accompanying consolidating financial information.

79

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

The results of Fittings are included with the results of the Guarantor Subsidiaries for each of the periods in which supplemental guarantor financial information is presented.

80

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Consolidated Balance Sheet
(in thousands)

				As of December 31, 2004
				Parent				Guarantor				Non- Guarantor				Eliminations				Consolidated Total
Assets
Current assets:
Cash and cash equivalents				$	—			$	520			$	2,570			$	—			$	3,090
Receivables, trade					—				70,530				27,010				(4,150	)			93,390
Receivables, intercompany					—				5,270				—				(5,270	)			—
Inventories					—				154,390				25,650				—				180,040
Deferred income taxes					—				17,210				320				—				17,530
Prepaid expenses and other current assets					—				7,360				1,090				—				8,450
Total current assets					—				255,280				56,640				(9,420	)			302,500
Investments in subsidiaries					812,820				133,010				—				(945,830	)			—
Property and equipment, net					—				147,350				51,260				—				198,610
Goodwill					—				544,270				113,710				—				657,980
Intangibles and other assets					30,470				376,670				22,760				(66,790	)			363,110
Total assets				$	843,290			$	1,456,580			$	244,370			$	(1,022,040	)		$	1,522,200
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities, long-term debt				$	—			$	2,990			$	—			$	—			$	2,990
Accounts payable, trade					—				102,280				32,950				—				135,230
Accounts payable, intercompany					—				—				5,270				(5,270	)			—
Accrued liabilities					1,920				59,030				11,380				(4,150	)			68,180
Due to Metaldyne					—				2,650				—				—				2,650
Total current liabilities					1,920				166,950				49,600				(9,420	)			209,050
Long-term debt					436,210				299,440				50,360				(50,980	)			735,030
Deferred income taxes					—				138,100				11,250				(15,810	)			133,540
Other long-term liabilities					—				35,010				150				—				35,160
Due to Metaldyne.					—				4,260				—				—				4,260
Total liabilities					438,130				643,760				111,360				(76,210	)			1,117,040
Total shareholders' equity					405,160				812,820				133,010				(945,830	)			405,160
Total liabilities and shareholders' equity				$	843,290			$	1,456,580			$	244,370			$	(1,022,040	)		$	1,522,200

81

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Consolidated Balance Sheet
(in thousands)

				As of December 31, 2003
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Assets
Current assets:
Cash and cash equivalents				$	—			$	4,180			$	2,600			$	—			$	6,780
Receivables, trade					—				96,720				22,250				—				118,970
Receivables, intercompany					—				—				5,780				(5,780	)			—
Inventories					—				104,230				19,860				—				124,090
Deferred income taxes					—				10,600				300				—				10,900
Prepaid expenses and other current assets					—				6,220				2,220				—				8,440
Total current assets					—				221,950				53,010				(5,780	)			269,180
Investment in subsidiaries					806,880				183,180				—				(990,060	)			—
Property and equipment, net					—				142,500				44,920				—				187,420
Goodwill					—				551,220				107,680				—				658,900
Intangibles and other assets					27,770				349,290				18,620				(11,150	)			384,530
Total assets				$	834,650			$	1,448,140			$	224,230			$	(1,006,990	)		$	1,500,030
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities, long-term debt				$	—			$	10,920			$	—			$	—			$	10,920
Accounts payable, trade					—				77,100				17,030				—				94,130
Accounts payable, intercompany					—				5,780				—				(5,780	)			—
Accrued liabilities					1,920				62,110				11,070				—				75,100
Due to Metaldyne					—				4,400				—				—				4,400
Total current liabilities					1,920				160,310				28,100				(5,780	)			184,550
Long-term debt					436,070				288,990				—				—				725,060
Deferred income taxes					—				147,670				12,510				(11,150	)			149,030
Other long-term liabilities					—				37,330				440				—				37,770
Due to Metaldyne					—				6,960				—				—				6,960
Total liabilities					437,990				641,260				41,050				(16,930	)			1,103,370
Total shareholders' equity					396,660				806,880				183,180				(990,060	)			396,660
Total liabilities and shareholders' equity				$	834,650			$	1,448,140			$	224,230			$	(1,006,990	)		$	1,500,030

82

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Consolidated Statement of Operations
(in thousands)

				For the Year Ended December 31, 2004
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Net sales				$	—			$	872,980			$	197,510			$	(25,330	)		$	1,045,160
Cost of sales					—				(676,720	)			(142,360	)			25,330				(793,750	)
Gross profit					—				196,260				55,150				—				251,410
Selling, general and administrative expenses					—				(157,620	)			(19,990	)			—				(177,610	)
Gain (loss) on dispositions of property and equipment					—				(100	)			(690	)			—				(790	)
Impairment of assets					—				(10,650	)			—				—				(10,650	)
Impairment of goodwill					—				—				—				—				—
Operating profit					—				27,890				34,470				—				62,360
Other income (expense), net:
Interest expense					(43,750	)			(23,340	)			(5,560	)			5,000				(67,650	)
Other income (expense), net					(1,630	)			580				4,860				(5,000	)			(1,190	)
Income (loss) before income tax (expense) benefit and equity in net income (loss) of subsidiaries					(45,380	)			5,130				33,770				—				(6,480	)
Income tax (expense) benefit					15,820				(1,800	)			(9,730	)			—				4,290
Equity in net income (loss) of subsidiaries					27,370				24,040				—				(51,410	)			—
Income (loss) before cumulative effect of change in accounting principle					(2,190	)			27,370				24,040				(51,410	)			(2,190	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				—				—				—				—
Net income (loss)				$	(2,190	)		$	27,370			$	24,040			$	(51,410	)		$	(2,190	)

83

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Consolidated Statement of Operations
(in thousands)

				For the Year Ended December 31, 2003
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Net sales				$	—			$	760,260			$	162,990			$	(17,850	)		$	905,400
Cost of sales					—				(574,430	)			(116,850	)			17,850				(673,430	)
Gross profit					—				185,830				46,140				—				231,970
Selling, general and administrative expenses					—				(152,510	)			(23,010	)			—				(175,520	)
Gain (loss) on dispositions of property and equipment					—				(19,380	)			(730	)			—				(20,110	)
Impairment of assets					—				—				—				—				—
Impairment of goodwill					—				(7,600	)			—				—				(7,600	)
Operating profit					—				6,340				22,400				—				28,740
Other income (expense), net:
Interest expense					(46,080	)			(18,830	)			(780	)			910				(64,780	)
Other income (expense), net					—				2,560				(2,130	)			(910	)			(480	)
Income (loss) before income tax (expense) benefit and equity in net income (loss) of subsidiaries					(46,080	)			(9,930	)			19,490				—				(36,520	)
Income tax (expense) benefit					11,150				2,320				(7,880	)			—				5,590
Equity in net income (loss) of subsidiaries					4,000				11,610				—				(15,610	)			—
Income (loss) before cumulative effect of change in accounting principle					(30,930	)			4,000				11,610				(15,610	)			(30,930	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				—				—				—				—
Net income (loss)				$	(30,930	)		$	4,000			$	11,610			$	(15,610	)		$	(30,930	)

84

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Combined Statement of Operations
(in thousands)

				For the Year Ended December 31, 2002
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Net sales				$	—			$	666,980			$	99,410			$	(16,140	)		$	750,250
Cost of sales					—				(502,760	)			(69,040	)			16,140				(555,660	)
Gross profit					—				164,220				30,370				—				194,590
Selling, general and administrative expenses					(340	)			(112,740	)			(11,900	)			—				(124,980	)
Gain (loss) on dispositions of property and equipment					—				(1,770	)			(30	)			—				(1,800	)
Impairment of assets					—				—				—				—				—
Impairment of goodwill					—				—				—				—				—
Operating profit					(340	)			49,710				18,440				—				67,810
Other income (expense), net:
Interest expense					(21,300	)			(37,860	)			(2,600	)			950				(60,810	)
Other income (expense), net					(2,110	)			(1,690	)			2,440				(950	)			(2,310	)
Income (loss) before income tax (expense) benefit and equity in net income (loss) of subsidiaries					(23,750	)			10,160				18,280				—				4,690
Income tax (expense) benefit					7,410				(3,220	)			(7,010	)			—				(2,820	)
Equity in net income (loss) of subsidiaries					(18,420	)			11,270				—				7,150				—
Income (loss) before cumulative effect of change in accounting principle					(34,760	)			18,210				11,270				7,150				1,870
Cumulative effect of change in recognition and measurement of goodwill impairment					—				(36,630	)			—				—				(36,630	)
Net income (loss)				$	(34,760	)		$	(18,420	)		$	11,270			$	7,150			$	(34,760	)

85

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Consolidated Statement of Cash Flows
(in thousands)

				For the Year Ended December 31, 2004
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Cash Flows from Operating Activities:
Net cash provided by (used for) operating activities, net of acquisition impact				$	(43,230	)		$	64,730			$	21,120			$	—			$	42,620
Cash Flows from Investing Activities:
Capital expenditures					—				(33,640	)			(9,350	)			—				(42,990	)
Proceeds from sales of fixed assets					—				1,650				—				—				1,650
Acquisition of businesses, net of cash acquired					—				(5,500	)			—				—				(5,500	)
Net cash used for investing activities					—				(37,490	)			(9,350	)			—				(46,840	)
Cash Flows from Financing Activities:
Repayments of borrowings on senior credit facility					—				(2,890	)			—				—				(2,890	)
Proceeds from borrowings on revolving credit facility					—				839,320				—				—				839,320
Repayments of borrowings on revolving credit facility					—				(826,500	)			—				—				(826,500	)
Debt issuance costs					—				(1,370	)			—				—				(1,370	)
Payments on notes payable					—				(8,030	)			—				—				(8,030	)
Intercompany transfers (to) from subsidiaries					43,230				(31,430	)			(11,800	)			—				—
Net cash provided by (used for) financing activities					43,230				(30,900	)			(11,800	)			—				530
Cash and Cash Equivalents:
Decrease for the year					—				(3,660	)			(30	)			—				(3,690	)
At beginning of year					—				4,180				2,600				—				6,780
At end of year				$	—			$	520			$	2,570			$	—			$	3,090

86

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Consolidated Statement of Cash Flows
(in thousands)

				For the Year Ended December 31, 2003
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Cash Flows from Operating Activities:
Net cash provided by (used for) operating activities, net of acquisition impact				$	(42,960	)		$	54,850			$	29,470			$	—			$	41,360
Cash Flows from Investing Activities:
Capital expenditures					—				(24,910	)			(6,780	)			—				(31,690	)
Proceeds from sales of fixed assets					—				76,180				—				—				76,180
Acquisition of businesses, net of cash acquired					—				(174,800	)			(30,970	)			—				(205,770	)
Net cash used for investing activities					—				(123,530	)			(37,750	)			—				(161,280	)
Cash Flows from Financing Activities:
Net proceeds from issuance of common stock					35,200				—				—				—				35,200
Repurchase of common stock					(20,000	)			—				—				—				(20,000	)
Proceeds from borrowings on senior credit facility					—				75,000				—				—				75,000
Repayments of borrowings on senior credit facility					—				(42,600	)			—				—				(42,600	)
Proceeds from borrowings on revolving credit facility					—				390,700				—				—				390,700
Repayments of borrowings on revolving credit facility					—				(390,700	)			—				—				(390,700	)
Debt issuance costs					(2,150	)			—				—				—				(2,150	)
Increase (decrease) in Metaldyne Corporation net investment and advances					—				(18,890	)			—				—				(18,890	)
Payments on notes payable					—				(600	)			—				—				(600	)
Issuance of note payable					—				300				—				—				300
Intercompany transfers (to) from subsidiaries					29,910				(26,920	)			(2,990	)			—				—
Net cash provided by (used for) financing activities					42,960				(13,710	)			(2,990	)			—				26,260
Cash and Cash Equivalents:
Increase (decrease) for the year					—				(82,390	)			(11,270	)			—				(93,660	)
At beginning of year					—				86,570				13,870				—				100,440
At end of year				$	—			$	4,180			$	2,600			$	—			$	6,780

87

---

TRIMAS CORPORATION
NOTES TO FINANCIAL STATEMENTS (Continued)

Supplemental Guarantor
Condensed Financial Statements
Combined Statement of Cash Flows
(in thousands)

				For the Year Ended December 31, 2002
				Parent				Guarantor				Non- Guarantor				Eliminations				Combined Total
Cash Flows from Operating Activities:
Net cash provided by (used for) operating activities, net of acquisition impact				$	(20,270	)		$	(18,300	)		$	16,570			$	—			$	(22,000	)
Cash Flows from Investing Activities:
Capital expenditures					—				(29,360	)			(4,630	)			—				(33,990	)
Proceeds from sales of fixed assets					—				5,720				—				—				5,720
Investment in HammerBlow					—				(9,000	)			—				—				(9,000	)
Acquisition of businesses, net of cash acquired					—				(1,920	)			—				—				(1,920	)
Other, net					—				100				—				—				100
Net cash used for investing activities					—				(34,460	)			(4,630	)			—				(39,090	)
Cash Flows from Financing Activities:
Net proceeds from issuance of common stock					259,730				—				—				—				259,730
Proceeds from borrowings on senior credit facility					—				260,000				—				—				260,000
Issuance of senior subordinated debentures					435,850				—				—				—				435,850
Debt issuance costs					(18,760	)			(13,160	)			—				—				(31,920	)
Repayment of bank debt attributed from Metaldyne					—				(440,760	)			—				—				(440,760	)
Net payments of other debt					—				(800	)			—				—				(800	)
Dividend to Metaldyne Corporation					(338,080	)			—				—				—				(338,080	)
Increase (decrease) in Metaldyne Corporation net investment and advances					(57,680	)			71,320				90				—				13,730
Intercompany transfers (to) from subsidiaries					(260,790	)			260,790				—				—				—
Net cash provided by (used for) financing activities					20,270				137,390				90				—				157,750
Cash and Cash Equivalents:
Increase (decrease) for the year					—				84,630				12,030				—				96,660
At beginning of year					—				1,940				1,840				—				3,780
At end of year				$	—			$	86,570			$	13,870			$	—			$	100,440

88

---

[THIS PAGE INTENTIONALLY LEFT BLANK.]

---

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.    Controls and Procedures

Evaluation of disclosure controls and procedures

As of December 31, 2004, an evaluation was carried out by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, (the "Exchange Act")) pursuant to Rule 13a-15 of the Exchange Act. Our disclosure controls and procedures are designed only to provide reasonable assurance that they will meet their objectives. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2004, the Company's disclosure controls and procedures are effective to provide reasonable assurance that they will meet their objectives.

Changes in disclosure controls and procedures

In connection with preliminary implementation activities to comply with the requirements of Sarbanes-Oxley Section 404, and as more fully disclosed in its Form 10Q for the quarterly period ended September 30, 2004, the Company identified certain control deficiencies at its Consumer Products business unit within its Cequent Transportation Accessories segment which resulted in uninvoiced accounts payable that were recorded in error as a reduction to cost of sales in the first two quarters of 2004. The Company evaluated the materiality of the impact of the accounting error relative to the levels of operating profit, pre-tax income, net income and earnings per share as previously reported in the Company's prior quarterly filings and concluded that the impact was material. As a result, the Chief Executive Officer and Chief Financial Officer chose to restate the Company's quarterly results for the periods affected by this error. Due to the control deficiencies described herein, the Company took the following steps during the quarterly period ended December 31, 2004, to strengthen its disclosure controls and procedures at its Consumer Products business unit:

•	Hired a new controller;

•	Revised the monthly closing process to address the control deficiencies noted; and

•	Provided supplemental resources from group and corporate office to assist with monthly recurring accounting and control activities while the new controller transitions into his responsibilities.

Item 9B.    Other Information

Not applicable.

90

---

PART III

Item 10.    Directors and Executive Officers of the Registrant.

The following table sets forth certain information regarding our directors and executive officers.

Name				Age				Position
Samuel Valenti III					59			Chairman of the Board of Directors
Gary M. Banks					54			Director
Charles E. Becker					58			Director
Marshall A. Cohen					69			Director
Arthur W. Huge					59			Director
Timothy D. Leuliette					55			Director
W. Gerald McConnell					41			Director
Eugene A. Miller					67			Director
David A. Stockman					58			Director
Daniel P. Tredwell					47			Director
Grant H. Beard					44			President, Chief Executive Officer and Director
E.R. (Skip) Autry, Jr.					50			Chief Financial Officer
Lynn A. Brooks					51			President, Rieke Packaging Systems
Scott D. Hazlett					49			President, Cequent Transportation Accessories
Dwayne M. Newcom					44			Vice President, Human Resources
Edward L. Schwartz					43			President, Industrial Specialties and Fastening Systems
Joshua A. Sherbin					41			General Counsel and Secretary
Robert J. Zalupski					46			Vice President, Finance and Treasurer

Samuel Valenti III.    Mr. Valenti was elected as Chairman of our board of directors in June 2002 and is a Senior Managing Director of Heartland Industrial Partners, L.P. and Chairman of Valenti Capital LLC. He has been a director and President of Masco Capital Corporation since 1988. Mr. Valenti was formerly Vice President - Investments of Masco Corporation from May 1977 to October 1998.

Gary M. Banks.    Mr. Banks was elected as one of our directors in June 2002, and is a Senior Managing Director of Heartland Industrial Partners, L.P. He served as a Director of Documentum, Inc. from March 1999 until its sale in December 2003. Mr. Banks served as Vice President and Chief Information Officer of Sithe Energies, an electricity generation trading company in New York, from October 1999 to May 2000. From August 1998 to July 1999, he was Vice President and Chief Information Officer for Xerox Corporation, a manufacturing company. From June 1992 to July 1998, Mr. Banks served as Director MIS for the agricultural division of Monsanto Inc., a life sciences company. Before joining Monsanto, he spent 15 years with Bristol-Myers Squibb Company, a pharmaceutical company. Mr. Banks is also a director of Metaldyne Corporation.

Charles E. Becker.    Mr. Becker was elected as a director in June 2002. For over 25 years, through 1998, Mr. Becker was the Chief Executive Officer and co-owner of Becker Group, Inc., a global automotive interiors components supplier. Becker Group, Inc. was sold to Johnson Controls, Inc. in 1998. In January 1999, Mr. Becker re-acquired ten North American plastic molding and tooling operations from Johnson Controls which subsequently became Becker Group, LLC. He served as the Chairman of Becker Group, LLC from the acquisition through 2001. Mr. Becker is also the owner and chairman of Becker Ventures, LLC, which was established in 1998 to invest in a variety of business ventures, including businesses in the manufacturing, real estate and service industries. Mr. Becker is also a director of Metaldyne Corporation.

Marshall A. Cohen.    Mr. Cohen was elected as one of our directors in January 2005. He is also a director of American International Group, Inc., Barrick Gold Corporation, The Toronto-Dominion Financial group, the Goldfarb Corporation, Lafarge Corporation, Premor, Inc., Metaldyne Corporation and Collins & Aikman Corporation. From November 1988 to September 1996, he was President and Chief Executive

91

---

Officer and director of the Molson Companies Limited. Mr. Cohen serves on the advisory boards of The Blackstone Group L.P. and Heartland Industrial Partners L.P.

Arthur W. Huge.    Mr. Huge was elected as one of our directors in January 2005. Since April 2001, Mr. Huge has served as the Vice President and Chief Financial Officer of Menasha Corporation. Prior to joining Menasha Corporation, Mr. Huge was the Executive Vice President and Chief Financial Officer at Walter Industries, Inc. Prior to that, Mr. Huge held several senior level financial positions with the LTV Corporation ("LTV"), last serving as their Executive Vice President and Chief Financial Officer. LTV filed a petition under the federal bankruptcy laws in 2000. Mr. Huge also held a number of senior financial positions with Bethlehem Steel Corporation prior to joining LTV Corporation. Mr. Huge is a member of Financial Executives International and Registered Professional Engineers (NY and MD).

Timothy D. Leuliette.    Mr. Leuliette was elected as one of our directors in June 2002, and currently serves as Metaldyne Corporation's Chairman, President and Chief Executive Officer. He is the former Vice Chairman of Detroit Diesel Corp. and has spent 27 years in management of manufacturing and services businesses and in the investment of private capital. Mr. Leuliette joined the Penske Corporation as President and Chief Operating Officer in 1996 to address operational and strategic issues. From 1991 to 1996, Mr. Leuliette served as President and Chief Executive Officer of ITT Automotive. He also serves on a number of corporate and charitable boards, including serving as a Chairman of The Federal Reserve Bank of Chicago, Detroit Branch. Mr. Leuliette is a Senior Managing Director and one of the co-founders of Heartland Industrial Partners, L.P. Mr. Leuliette is also a director of Collins & Aikman Corporation.

W. Gerald McConnell.    Mr. McConnell was elected as a director in June 2002. Mr. McConnell is a Senior Managing Director of Heartland Industrial Partners L.P. Mr. McConnell was formerly a managing director at Deutsche Banc Alex. Brown (formerly Bankers Trust Co.), a banking firm, from 1997 until 1999. From 1991 until 1999, Mr. McConnell specialized in leveraged finance and financial sponsor coverage at Deutsche Banc Alex. Brown. Mr. McConnell is also a director of Collins & Aikman Corporation and Springs Industries, Inc.

Eugene A. Miller.    Mr. Miller was elected as a director in January 2005. Mr. Miller is the retired Chairman of Comerica Incorporated and Comerica Bank. Mr. Miller held various positions of increasing responsibility at Comerica Incorporated and Comerica Bank (formerly The Detroit Bank) and rose to become Chairman, Chief Executive Officer and President of Comerica Incorporated. Mr. Miller is also the Chairman and Trustee of the Community Foundation for Southeastern Michigan and Cranbrook Educational Community and the Chairman of the McGregor Fund. He is also a director of Amerisure Companies, Detroit Renaissance, DTE Energy Company/The Detroit Edison Company, Flint Ink Incorporated, Handleman Company and McKinley Associates Incorporated.

David A. Stockman.    Mr. Stockman was elected as one of our directors in June 2002. He is a Senior Managing Director and co-founder of Heartland Industrial Partners, L.P., a buyout firm, established in 1999, focused on industrial buyouts and buildups. Prior to founding Heartland, he was a senior managing director of The Blackstone Group L.P. and had been with Blackstone since 1988. Mr. Stockman is the Chairman and Chief Executive Officer of Collins & Aikman Corporation, and a director of Metaldyne Corporation and Springs Industries, Inc.

Daniel P. Tredwell.    Mr. Tredwell was elected as one of our directors in June 2002. Mr. Tredwell is a Senior Managing Director and one of the co-founders of Heartland Industrial Partners, L.P. He has more than two decades of leveraged financing experience. Mr. Tredwell served as a Managing Director at Chase Securities Inc. and had been with Chase Securities since 1985. Mr. Tredwell is also a director of Collins & Aikman Corporation, Metaldyne Corporation and Springs Industries, Inc.

Grant H. Beard.    Mr. Beard was appointed as our President and Chief Executive Officer in March 2001 and was appointed as a director in June 2002. From August 2000 to March 2001, Mr. Beard was President, Chief Executive Officer and Chairman of HealthMedia, Inc. From January 1996 to August 2000, he was President of the Preferred Technical Group of Dana Corporation, a manufacturer of tubular fluid routing products sold to vehicle manufacturers. He served as Vice President of Sales, Marketing and

92

---

Corporate Development for Echlin, Inc., before the acquisition of Echlin by Dana in late 1998. Mr. Beard has experience at two private equity/merchant banking groups, Anderson Group and Oxford Investment Group, where he was actively involved in corporate development, strategy and operations management.

E.R. "Skip" Autry, Jr.    Mr. Autry was appointed our Chief Financial Officer in January 2005, prior to which he had been our Corporate Controller since joining the Company in June 2003. Prior to joining TriMas Corporation, Mr. Autry had been the Vice President, Finance for Freudenberg NOK since September 2001. From May 2000 until joining Freudenberg, Mr. Autry served as the Vice President, Finance for INTERMET Corporation, prior to which he had spent five years with Key Plastics LLC as Vice President, Operations from July 1997 to May 2000 and Vice President, Finance and Chief Financial Officer from June 1994. Key Plastics filed a petition under the federal bankruptcy laws in 2000. Prior to joining Key Plastics, Mr. Autry held a number of financial positions of increasing responsibility at the former Chrysler Corporation, and was senior manager at PricewaterhouseCoopers.

Lynn A. Brooks.    Mr. Brooks has been President of Rieke Packaging Systems since July 1996. He joined Rieke in May 1978. Prior to his current position, his responsibilities at Rieke included Assistant Controller, Corporate Controller, and Vice President-General Manager of Rieke. Before joining Rieke, he served with Ernst & Young in the Toledo, Ohio and Fort Wayne, Indiana offices.

Scott D. Hazlett.    Mr. Hazlett joined us in August 2001, prior to which he was president of an internet based strategic sourcing start-up company that was wound-up pursuant to an assignment of assets for the benefit of its creditors. Mr. Hazlett previously held senior management positions from 1995 to 2000 with Case Corporation and CNH Global (Case-New Holland), a global manufacturer of agricultural and construction equipment, including Senior Vice-President, Global Aftersales for CNH, where he was accountable for the post-merger world-wide agricultural customer support and parts businesses; Vice-President-General Manager, of Case's North American aftermarket parts business, and General Manager, North American retail operations. Prior to joining Case Corporation in 1995, Mr. Hazlett held plant management and multi-plant business unit general management assignments in the paper industry with James River Corporation. He held command and staff positions in the U.S. military from 1981-1990, serving in Europe, and on the staff and faculty at the United States Military Academy at West Point.

Dwayne M. Newcom.    Mr. Newcom was appointed our Vice President of Human Resources in June 2002, prior to which he was the Director of Human Resources for the Metaldyne Diversified Industrials Group beginning in April 2001. From May 1998 to April 2001, Mr. Newcom served as the Director of Human Resources for the Preferred Technical Group, later the Coupled Products Group, of Dana Corporation. Prior to that, Mr. Newcom held a number of human resources positions, including division human resources manager, with the Clorox Company, from November 1996 to May 1998, and with Federal Mogul Corporation from May 1985 to November 1996.

Edward L. Schwartz.    Mr. Schwartz joined us as President of Industrial Specialties in February 2003 and became President of Fastening Systems in November 2003 as well. Prior to joining us, he was Executive Vice President of Philips Electronic LG Display ("Philips") Americas region from December 2001 until January 2003 where his responsibilities included managing CRT commercial and industrial activities in North/South America. From February 2000 until November 2001, Mr. Schwartz worked for Philips as Vice President in Hasselt, Belgium and Eindhoven, The Netherlands where he led various projects in support of Philips patent portfolio efforts of CD/DVD technology. From September 1998 until January 2000, Mr. Schwartz was General Manager for Philips in Wetzlar, Germany, where he managed commercial/industrial activities in Europe for automotive components.

Joshua A. Sherbin.    Mr. Sherbin was appointed our General Counsel and Secretary in March 2005, prior to which he was employed as the North American Corporate Counsel and Corporate Secretary for Valeo, Inc., a diversified Tier 1 international automotive supplier headquartered in Europe. Prior to joining Valeo in August 1997, Mr. Sherbin was the Senior Counsel, Assistant Corporate Secretary for Kelly Services, Inc., a premier employment staffing company, from June 1995 to August 1997, where he provided support to mergers and acquisitions, international operations and sales. From August 1988 until June 1995,

93

---

he was an associate with Butzel Long's general business practice focusing on mergers and acquisitions, federal and state securities compliance, commercial lending and general commercial agreements.

Robert J. Zalupski.    Mr. Zalupski was appointed our Vice President, Finance and Treasurer in January 2003. He joined the Company as Director of Finance and Treasury in July 2002, prior to which he worked in the Detroit office of Arthur Andersen. From August 1996 through November 2001, Mr. Zalupski was a partner in the audit and business advisory services practice of Arthur Andersen providing audit, business consulting, and risk management services to both public and privately-held companies in the manufacturing, defense and automotive industries. Arthur Andersen filed a petition under the federal bankruptcy laws in 2002. Prior to August 1996, Mr. Zalupski held various positions of increasing responsibility within the audit practice of Arthur Andersen serving public and privately-held clients in a variety of industries.

Committees of the Board of Directors

We currently have an Executive Committee, an Audit Committee and a Compensation Committee.

Executive Committee.    We have elected to be governed by the provisions of Section 141(c)(2) of the Delaware General Corporation Law, or DGCL, and have established our Executive Committee under these provisions. Our Executive Committee currently has all the powers and authority of our board of directors in the management of our business and affairs, except with respect to:

•	approving or adopting, or recommending to stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, and

•	adopting, amending or repealing any of our by-laws.

We call the types of actions described in the previous two bullets "full board matters." Our Executive Committee has the power and authority to submit recommendations to the board of directors with respect to all matters requiring action by the full board of directors prior to the board of directors taking any action.

The Executive Committee is comprised of Messrs. Beard, Stockman, Tredwell and Valenti.

Audit Committee.    The Audit Committee reviews our various accounting, financial reporting and internal control functions and is responsible for (1) selecting our independent auditors, (2) approving the overall scope of the audit, (3) assisting the board in monitoring the integrity of our financial statements, our independent auditor's qualifications and independence, the performance of our independent auditor and our internal audit function and our compliance with relevant legal and regulatory requirements, (4) annually reviewing our independent auditors' report describing the auditing firm's internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent auditor, (6) discussing earnings press releases and any financial information or earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately, periodically, with management, internal auditors and the independent auditor, (9) reviewing with the independent auditor any audit problems or difficulties and management's response, (10) setting clear hiring policies for employees or former employees of the independent auditors, (11) handling such other matters that are specifically delegated to the Audit Committee by applicable law or regulation or by the Board of Directors from time to time and (12) reporting regularly to the full Board of Directors.

Messrs. Tredwell, McConnell and Leuliette are the current members of the Audit Committee. Mr. Tredwell is the current Audit Committee chairman.

The Board of Directors of the Company has determined that none of the current members of the Audit Committee is an audit committee financial expert, as the Board interprets that requirement in its business judgment. However, each member of the Audit Committee is financially literate, each has considerable qualifications and extensive experience with the Company and other public and private entities, and each has demonstrated unique leadership capabilities to serve as members of the Board's Audit Committee.

94

---

Compensation Committee.    The Compensation Committee is responsible for developing and maintaining our compensation strategies and policies. The Compensation Committee is responsible for monitoring and administering our compensation and employee benefit plans and reviewing, among other things, base salary levels, incentive awards and bonus awards for officers and key executives, and such other matters that are specifically delegated to the Compensation Committee by applicable law or regulation, or by the board of directors from time to time. Messrs. Stockman (chairman), Leuliette and Valenti are presently members of the Compensation Committee. The Compensation Committee has a retirement plan administrative sub-committee composed of Messrs. Beard and Newcom, and Ms. Cindy Kuzmanov, our Manager, Compensation and Benefits. This sub-committee is principally responsible for developing, maintaining and administering our retirement plans.

Compensation Committee Interlocks and Insider Participation.    No member of the Compensation Committee is an employee of ours. See Item 13, "Certain Relationships and Related Party Transactions," for a summary of related party transactions involving Heartland.

Code of Ethics.    We have adopted a code of ethics that applies to all employees including our principal executive officer, principal chief financial officer, and other persons performing similar executive management functions. The code of ethics is posted on our internet website at http://www.trimascorp.com. All amendments to the Company's code of ethics, if any, will be also posted on our internet website, along with all waivers, if any, of the code of ethics involving senior officers of the Company.

95

---

Item 11.    Executive Compensation

Director and Executive Officer Compensation

Director Compensation.    Outside directors who are not affiliated with Heartland may receive cash compensation of $50,000 per year (other than the Chairman of the Board, if any, who may receive more) for their service as members of the Board of Directors and they are reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors and committee meetings. In addition, outside directors not affiliated with Heartland are eligible to receive awards under our 2002 Long Term Equity Incentive Plan. No such awards were made in 2004.

Summary Executive Compensation

The following table summarizes the annual and long-term compensation paid to our Chief Executive Officer and four other most highly compensated executive officers who were serving at the end of 2004, based on salary and bonus, whom we refer to collectively in this report as the "named executive officers."

				Annual Compensation
Name and Principal Position				Year				Salary				Bonus(1)				Other Annual Compensation (2)				Securities Underlying Options(3)				LTIP Payouts				Other Long Term Compensation (4)
Grant H. Beard, President(5)					2004			$	860,600			$	675,000			$	158,300				—			$	—			$	61,700
					2003			$	750,000			$	850,000			$	131,300				—			$	—			$	55,600
					2002			$	663,600			$	750,000			$	—				555,500			$	—			$	23,200
E.R. Autry, Corporate Controller(6)					2004			$	210,100			$	130,000			$	—				11,110			$	—			$	7,100
					2003			$	104,200			$	45,000			$	—				11,110			$	—			$	—
Lynn A. Brooks, President, Rieke Packaging Systems					2004			$	345,000			$	271,000			$	—				—			$	—			$	55,300
					2003			$	302,900			$	163,000			$	—				—			$	220,800			$	41,900
					2002			$	291,200			$	181,700			$	—				177,760			$	21,300			$	—
Scott D. Hazlett, President, Cequent Transportation Accessories					2004			$	357,500			$	189,257			$	—				—			$	—			$	28,600
					2003			$	292,300			$	100,000			$	—				—			$	—			$	23,500
					2002			$	270,400			$	201,100			$	—				177,760			$	—			$	2,500
Edward L. Schwartz, President, Industrial Specialties and Fastening Systems					2004			$	324,500			$	262,000			$	—				—			$	—			$	23,300
					2003			$	253,100			$	180,000			$	64,200				111,100			$	—			$	16,300

(1)	Bonuses are paid in the year subsequent to which they are earned.

(2)	Officers may receive certain perquisites and personal benefits, the dollar amounts of which are below current Commission reporting thresholds for Messrs. Autry, Brooks, Hazlett, and Schwartz.

96

---

(3)

Does not include options granted in 2003 as replacement for options to purchase Metaldyne common stock granted under the Metaldyne 2001 Long-Term Equity Incentive Plan earned during 2001. The securities underlying options issued as replacements for options to purchase Metaldyne stock are 51,025 and 15,308 for Messrs. Beard and Brooks, respectively. Grants of options under our 2002 Long Term Equity Incentive Plan for the years 2002 and 2003 are made in the year subsequent to which they are earned but reflected in the above table for the year in which they are earned.

(4)

Amounts represent our matching contribution under our 401(k) plan in 2004 of $1,500, $2,600, $2,600, $0 and $2,000 for Messrs Beard, Autry, Brooks, Hazlett and Schwartz, respectively, and other amounts we credited on behalf of a named executive officer pursuant to our quarterly pension contribution plan, supplemental executive retirement plan and compensation limit restoration plan. Amounts credited under each plan other than our 401 (k) vest after five years of eligible employment.

(5)	Of Mr. Beard's Other Annual Compensation, $78,500 represents the incremental cost to us of non-business use of our owned and leased aircraft, $33,200 represents additional life and disability insurance, $20,100 represents auto allowance, $15,800 represents country club membership, and $10,700 represents tax gross-ups.

(6)	Mr. Autry became our Chief Financial Officer in January 2005 and his annual salary in 2005 is expected to be $290,000.

Option Grants in Last Fiscal Year

Certain of our named executive officers receive options to purchase our common stock pursuant to our 2002 Long Term Equity Incentive Plan. The table below shows the option grants in 2004.

Name

Number of Securities Underlying Options Granted

Percent of Total Options/SARs Granted to Employees in Fiscal Year

Exercise Price Per Share

Expiration Date

Grant Date Percent Value*

E.R. Autry

11,110

7.6

%

$

20.00

2/1/14

N.M.

*	The present value of the options as of their grant date is not presented as it is not meaningful in the context of our common stock being privately held.

Option Exercises and Year-End Option Value

No options were exercised in 2004 by any of the named executive officers.

Long Term Equity Incentive Plan

We have an equity incentive plan, referred to as the 2002 Long Term Equity Incentive Plan, for our employees, directors and consultants. It is intended to provide incentives to attract, retain and motivate employees, consultants and directors in order to achieve our long-term growth and profitability objectives. The plan provides for the grant to eligible employees, consultants and directors of stock options, stock appreciation rights, restricted shares, restricted share units payable in shares of common stock or cash, performance shares, performance units, dividend equivalents and other stock-based awards. There are currently 2,222,000 shares reserved for issuance under the plan, of which 1,872,950 options have been granted as of March 1, 2005. The plan is administered by the Compensation Committee of the Board of Directors, which has the authority to select persons to whom awards will be granted, the types of awards to be granted and the terms and conditions of the individual awards. Stock options that have been granted under the plan vest over a period of three to seven years and are not exercisable prior to certain liquidity events specified in applicable awards agreements. Our employees who had Metaldyne vested options received TriMas options, subject to adjustments, in substitution for those options.

97

---

Annual Value Creation Program

We adopted the Annual Value Creation Program, or AVCP, at the time of our separation from Metaldyne in June 2002. Employees under the AVCP are selected for eligibility based upon their ability to significantly impact our annual operating success. The AVCP provides an annual cash award opportunity, expressed as a percentage of base salary, and based upon the attainment of specified performance objectives. Estimated payouts for the AVCP are accrued quarterly and awards are paid within 90 days after the end of the fiscal year. Amounts paid pursuant to the AVCP in 2004, 2003 and 2002 to the named executive officers are included in the Summary Executive Compensation table above as "Bonus". The AVCP is administered by the Compensation Committee of the Board of Directors.

Retirement Savings Plan and Quarterly Pension Contribution Plan

We have established a 401(k) retirement savings plan that is intended to qualify as a defined contribution profit-sharing plan under the Internal Revenue Code Section 401(a) and includes a cash or deferred arrangement that is intended to qualify under Code Section 401(k). The plan was established and is maintained for the exclusive benefit of our eligible employees and their beneficiaries. The plan was effective January 1, 2003. We make matching contributions for active participants equal to 2.5% of their permitted contributions, up to a maximum of 5% of the participant's annual salary. Eligible employees are immediately 100% vested in both their individual and company matching contributions. Vesting in our contributions also occurs upon attainment of retirement age, death or disability.

In addition, we have established the Quarterly Pension Contribution Plan, or QPC, which is a defined contribution plan available to all of our eligible employees, including our named executive officers. The plan was established effective January 1, 2003. We make contributions to each participating employee's plan account at the end of each quarter with the contribution amount determined as a percentage of the employee's base pay. The percentage is based on the employee's age and ranges from 1.0% for employees under the age of 30 to 4.5% for employees age 50 or over. Contributions vest 100% after five years of eligible employment.

Supplemental Executive Retirement Plan and Compensation Limit Restoration Plan

Under our Supplemental Executive Retirement Plan, or SERP, and Compensation Limit Restoration Plan, or CLRP, certain of our executives and other key employees may receive retirement benefits in addition to those provided under our other retirement plans. Both plans are nonqualified, unfunded plans that were established effective January 1, 2003. Under our SERP, we make a contribution to each participant's account at the end of each quarter with the amount determined as a fixed percentage of the employee's base pay. The percentage is based on the employee's age on the date of original participation in the plan (6% for Mr. Brooks and 4% for the other named executive officers). Contributions vest 100% after five years of eligible employment.

Under our CLRP, we have undertaken to pay retirement benefits otherwise payable to certain individuals, including the named executive officers, under the terms of our qualified retirement plan but for the provisions of the Code limiting amounts payable under tax-qualified retirement plans.

Compensation pertaining to these plans is included in the Summary Executive Compensation Table above.

Metaldyne Pension Plan and TriMas Corporation Benefit Restoration Pension Plan

Certain executive officers participated in a pension plan maintained by Metaldyne that covered certain of our salaried employees. In addition, these executives participated in the TriMas Corporation Benefit Restoration Plan ("Benefit Restoration Plan"), which is an unfunded top hat plan. The Benefit Restoration Plan provides for benefits that were not able to be provided in the Metaldyne Pension Plan because of Internal Revenue Code limitations on compensation that may be considered in a qualified pension plan. The benefits for these executive officers under both the Metaldyne Pension Plan and the TriMas Corporation Benefit Restoration Plan were frozen as of December 31, 2002. The following table shows

98

---

estimated annual retirement benefits payable for life at age 65 for various levels of compensation and service under these plans.

Pension Plan Table

				Years of Service (2)
Remuneration(1)				5				10				15				20				25				30
$100,000				$	5,645			$	11,290			$	16,935			$	22,580			$	28,225			$	33,870
200,000					11,290				22,580				33,870				45,161				56,451				67,741
300,000					16,935				33,870				50,806				67,741				84,676				101,611
400,000					22,580				45,161				67,741				90,321				112,902				135,482
500,000					28,225				56,451				84,676				112,902				141,127				169,352
600,000					33,870				67,741				101,611				135,482				169,352				203,223
700,000					39,516				79,031				118,547				158,062				197,578				237,093
800,000					45,160				90,321				135,482				180,643				225,803				270,964

(1)	For purposes of determining benefits payable, remuneration in general is equal to the average of the highest five consecutive January 1 annual base salary rates paid by us prior to retirement.

(2)

Vesting occurs after five full years of employment including employment with both Metaldyne and the Company. The benefit amounts set forth in the table above have been converted from the plans' calculated five-year certain and life benefits and are not subject to reduction for social security benefits or for other offsets, except to the extent that pension or equivalent benefits are payable under a Masco Corporation plan. The table does not depict federal tax code limitations on tax-qualified plans because one of our plans is a non-qualified plan established to restore for certain salaried employees (including certain of the named executive officers) benefits that are not otherwise limited by the Code. In connection with the June 2002 transaction, the liability under the Metaldyne Pension plan was retained by Metaldyne, however years of service at TriMas are credited toward the vesting requirements of this plan. Approximate years of credited service for the named executive officers are: Mr. Beard—2, Mr. Brooks—24, Mr. Hazlett—2 and Mr. Newcom—2. The amounts in the above table for Mr. Brooks would be increased approximately 33% because his benefit is based on a higher accrual rate per year of service than that applicable to the other executives.

Employment Agreements

We have entered into employment agreements with Messrs. Beard, Brooks, Hazlett, Newcom and Schwartz. Each such employment agreement states that the employee shall devote his full business time and efforts to the performance of his duties and responsibilities.

Mr. Beard's employment agreement provides that he will serve as our President and Chief Executive Officer and will receive an annual salary of $750,000 and be eligible to receive a base bonus of up to 100% of base salary. Mr. Brooks' employment agreement provides that he will serve as our Group President and will receive a salary of $291,200, as may be adjusted during the term of the agreement, and will participate in our AVCP. Mr. Schwartz's employment agreement provides that he will serve as our Group President and will receive a salary of $280,000 as may be adjusted during the term of the agreement, and will participate in our AVCP. Mr. Hazlett's employment agreement provides that he will serve as our Group President and will receive a salary of $290,000, as may be adjusted during the term of the agreement and will participate in our AVCP. Mr. Newcom's employment agreement provides that he will serve as our Vice President, Human Resources, will receive an annual base salary of $190,000, as may be adjusted during the term of the agreement and will participate in our AVCP. Mr. Beard's agreement terminates on December 31, 2006 and is automatically renewable for successive one-year terms unless notice is given 30 days prior to the end of the term. Messrs. Brooks', Hazlett's, Newcom's, and Schwartz's employment agreements each expire on December 31, 2005 and are each automatically renewable for successive one-year terms unless notice is given 30 days prior to the end of the term. In addition, in January 2005, the Company

99

---

entered into an employment agreement with Benson K. Woo, our former Executive Vice President of Corporate Development. (Mr. Woo was our Chief Financial Officer prior to becoming Executive Vice President of Corporate Development.) Mr. Woo's employment agreement provided that he would receive an annual salary of $330,000. Mr. Woo's employment with the Company terminated in February 2005; however, under the terms of his employment agreement, he will be paid his annual salary and continuation of benefits and perquisites through December 31, 2005.

Each employment agreement provides the executive with certain benefits, including participation in the 2002 Long Term Equity Incentive Plan. Each agreement provides that we may, without cause, and the employee may, for good reason, terminate the agreement such that the employee would receive two years continued base salary, a bonus equal to two times his target bonus opportunity for a 12-month period, pro-rated bonus for the year termination occurs and continued benefits for up to 24 months. Mr. Beard would receive 30 months continued base salary, a bonus equal to the highest of the previous five years' bonus award payable over 30 months and continued benefits for 30 months. Each agreement further provides that we may, for cause, and the executive may voluntarily, without good reason, terminate the agreement without any severance payments. Cause is defined in each agreement as the employee being convicted or entering a plea of guilty or no lo contendere to a felony or the employee's willful or sustained insubordinate or negligent conduct in the performance of his duties. Further, each agreement provides that within ten days of a qualified termination following a change of control, each executive, other than Mr. Beard, would receive two and one-half times his base salary and a bonus equal to two and one-half times the target bonus opportunity for such fiscal year in addition to a two and one-half year continuation of benefits. Mr. Beard would receive three times his base salary and a bonus equal to three times the target bonus opportunity for such fiscal year in addition to a three year continuation of benefits. Lastly, each employment agreement stipulates that the executive shall refrain from competing with us for a period of two years from the date of termination.

Compensation Committee Report

The Compensation Committee of the Board of Directors (the "Committee") is comprised entirely of non-employee directors: Messrs. Stockman, Leuliette and Valenti. The Committee is responsible for establishing and administering our executive compensation programs. Matters relating to the administration of our 2002 Long Term Equity Incentive Plan (the "Plan"), the granting of options to purchase our common stock pursuant to the Plan, and the administration of all performance-based executive compensation to our executives are considered and acted upon by the Committee. The Committee may, in its discretion, delegate some or all of these activities to a subcommittee of non-employee directors, within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and outside directors, within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), reserving the right to ratify decisions of such subcommittee.

Compensation Philosophy

The Committee's compensation philosophy is designed to support our primary objective of creating value for shareholders. The Committee believes that the following compensation strategies for the Company's executive officers, including the Chief Executive Officer, help achieve this objective:

Attract and retain talented executives — The Company provides core compensation in the form of base salary and benefit programs that are comparable to those of similarly sized companies in the same industry as the Company.

Emphasize pay for performance — We believe in offering our executive officers bonuses as incentive compensation if certain performance targets are met. To that end, the Company currently maintains the AVCP.

Encourage management stock ownership — The Committee firmly believes that long-term stockholder value will be significantly enhanced by management stock ownership. As a result, the Plan strongly encourages stock ownership by executive officers.

100

---

The Committee's policy is to preserve federal income tax deductions for the Company for compensation paid to our executive officers, to the extent preservation of such deduction is otherwise consistent with the best interests of the Company and our shareholders. To that end, the Committee retains the flexibility necessary to provide total compensation in line with competitive practice and our compensation philosophy.

Chief Executive Officer Compensation

Since March 2001, Mr. Beard has been our President and Chief Executive Officer. At the time Mr. Beard was appointed to act as President and Chief Executive Officer, the Board of Directors approved a total compensation package for Mr. Beard that it believed was competitive with total compensation packages of chief executive officers at comparable companies. At that time, he was also given an award of 555,500 stock options, representing ownership of approximately 2.5% of the Company's stock on a fully diluted basis. In addition to his salary, Mr. Beard is eligible, under his employment agreement, to participate in the AVCP. Mr. Beard's target bonus level is 100% of base salary. Under the AVCP, executives are awarded bonuses, 75% based on Company performance and 25% based on individual performance. Bonuses under the AVCP can be awarded up to 240% of the target bonus level depending on performance metrics. For the year 2004, the Committee determined that Company performance yielded a bonus at 67% of the target level, and Mr. Beard's individual performance yielded a bonus at 109% of the target level.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Principal Stockholder and Selling Stockholder

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 23, 2005 by:

•	each person known by us to beneficially own more than 5% of our common stock;

•	each of our directors;

•	each of the named executive officers; and

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

The percentages of common stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission (the "Commission") governing the determination of beneficial ownership of securities. Under the rules of the Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned. As of March 23, 2005, we had 20,010,000 shares outstanding, but there are an additional 750,000 shares underlying a warrant issued to Metaldyne, which is exercisable at a nominal exercise price of $0.01 per share. There are significant agreements relating to voting and transfers of common stock in the shareholders agreement described under Item 13. "Certain Relationships and Related Transactions."

101

---

Name and Beneficial Owner				Shares Beneficially Owned
				Number				Percentage
Heartland Industrial Associates, L.L.C.(1)(2)					17,504,169				84.3	%
55 Railroad Avenue Greenwich, Connecticut 06830
Metaldyne Corporation(3)					4,826,087				23.2	%
47659 Halyard Drive Plymouth, Michigan 48170
Masco Capital Corporation					2,173,913				10.5	%
21001 Van Born Road Taylor, Michigan 48180
Gary M. Banks(2)					17,504,169				84.3	%
Charles E. Becker(4)					0				0
Grant H. Beard(5)					0				0
E. R. "Skip" Autry (5)					0				0
Lynn A. Brooks(5)					0				0
Scott D. Hazlett(5)					0				0
Edward L. Schwartz(5)					0				0
Tim Leuliette(2)					17,504,169				84.3	%
W. Gerald McConnell(2)					17,504,169				84.3	%
David A. Stockman(2)					17,504,169				84.3	%
Daniel P. Tredwell(2)					17,504,169				84.3	%
Samuel Valenti III(2)					17,504,169				84.3	%
All executive officers and directors as a group (18 persons)(2)(5)					17,504,169				84.3	%

(1)

Of these shares of common stock (1) 12,678,082 are beneficially owned indirectly by Heartland Industrial Associates, L.L.C. as the general partner of each of the limited partnerships which hold shares of common stock directly and (2) 4,826,087 shares are beneficially owned by Metaldyne as summarized in footnote (3) below. These limited liability companies and limited partnership hold common stock as follows: 11,805,779 shares are held by TriMas Investment Fund I, L.L.C.; 698,925 shares are held by HIP Side-by-Side Partners, L.P.; and 173,378 shares are held by TriMas Investment Fund II, L.L.C. In addition, by reason of the shareholders agreement summarized under Item 13 "Certain Relationships and Related Transactions," Heartland Industrial Associates, L.L.C. may be deemed to share beneficial ownership of shares of common stock held by other stockholders party to the shareholders agreement and may be considered to be a member of a "group," as such term is used under Section 13(d) under the Exchange Act.

(2)

All shares are beneficially owned as disclosed in footnote (1). Mr. Stockman is the Managing Member of Heartland Industrial Associates, L.L.C., but disclaims beneficial ownership of such shares. Messrs. Banks, Leuliette, McConnell, Tredwell and Valenti are also members of Heartland Industrial Associates, L.L.C. and also disclaim beneficial ownership of the shares. The business address for each such person is 55 Railroad Avenue, Greenwich, CT 06830.

(3)

Shares are held directly by Metaldyne Company L.L.C., a wholly owned subsidiary of Metaldyne Corporation. Includes a presently exercisable warrant to purchase 750,000 shares of common stock, but does not include shares of common stock beneficially owned by Heartland Industrial Associates, L.L.C. notwithstanding that we understand that Metaldyne and Heartland Industrial Associates, L.L.C. may agree to file together as a "group," as described in footnote (1) above.

(4)	Affiliates of Mr. Becker are limited partners in Heartland Industrial Partners, L.P.

(5)	No options granted under our 2002 Long Term Equity Incentive Plan are exercisable within the next 60 days. Options are therefore not included.

102

---

Securities Authorized for Issuance Under Equity Compensation Plans.

The following table summarizes the securities authorized for issuance as of March 1, 2005 under our 2002 Long Term Equity Incentive Plan, the number of shares of our common stock issuable upon the exercise of outstanding options, the weighted average exercise price of such options and the number of additional shares of our common stock still authorized for issuance under such plan. The 2002 Long Term Equity Incentive Plan has been approved by our shareholders.

				(a)				(b)				(c)
Plan category				Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
2002 Long Term Equity Incentive Plan					1,872,950			$	20.31				349,050
Equity compensation plans not approved by security holders					—				—				—
Total					1,872,950			$	20.31				349,050

Item 13.    Certain Relationships and Related Transactions

Stock Purchase Agreement with Metaldyne and Heartland

Prior to June 6, 2002, we were wholly-owned by Metaldyne and we participated in joint activities including employee benefits programs, legal, treasury, information technology and other general corporate activities.

General.    On June 6, 2002, Metaldyne and Heartland consummated a stock purchase agreement under which Heartland and other investors invested approximately $265 million in us to acquire approximately 66% of our fully diluted common stock. As a result of the investment and other transactions described below, Metaldyne received $840 million in the form of cash, retirement of debt we owed to Metaldyne or owed by us under the Metaldyne credit agreement and the repurchase of the balance of receivables we originated and sold under the Metaldyne receivables facility. Metaldyne retained shares of our common stock valued at $120 million (based upon the $20.00 per share price then paid by Heartland). In addition, Metaldyne received a warrant to purchase additional shares of our common stock valued at $15 million (based upon the $20.00 per share price then paid by Heartland). Further, since January 1, 2003 and in connection with each of the HammerBlow, Highland and Fittings acquisitions, Heartland purchased an aggregate of approximately $35 million of our common stock. The price per share initially paid by Heartland was determined following arms' length negotiations between Heartland and disinterested members of the Board of Directors of Metaldyne. Subsequent investments were valued at the same price. In addition, we repurchased $20.0 million of our common stock from Metaldyne at the same $20.00 per share price. Heartland and Metaldyne presently own approximately 61% and 23% of our fully diluted common stock, respectively. We believe that the terms of the stock purchase agreement, taken as a whole, are at least as fair as would have been negotiated with a third party not affiliated with us, taking account of all of the circumstances of the transaction. See Item 12. "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."

Employee Matters.    Pursuant to the stock purchase agreement, each outstanding option to purchase Metaldyne common stock which has not vested, and which were held by our employees was canceled on the closing date. Each option held by certain present and former employees which vested on or prior to the closing date was replaced by options to purchase our common stock, with appropriate adjustments.

Pursuant to the stock purchase agreement, we agreed to promptly reimburse Metaldyne upon its written demand for (i) cash actually paid in redemption of certain restricted shares of Metaldyne held by certain

103

---

employees under restricted stock awards and (ii) 42.01% of the amount of cash actually paid to certain other employees by Metaldyne in redemption of restricted stock awards held by such employees. This obligation ceased as of January 2004 when the final vesting of restricted stock awards occurred. We also have certain other obligations to reimburse Metaldyne for the allocated portion of its current and former employee related benefit plan responsibilities.

Indemnification.     Subject to certain limited exceptions, Metaldyne, on the one hand, and we, on the other hand, retained the liabilities associated with our respective businesses. Accordingly, we will indemnify and hold harmless Metaldyne from all liabilities associated with us and our subsidiaries and their respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold Heartland and us harmless from all liabilities associated with Metaldyne and its subsidiaries (excluding us and our subsidiaries) and their respective operations and assets, whenever conducted. In addition, we agreed with Metaldyne to indemnify one another for our allocated share (57.99% in the case of Metaldyne and 42.01% in our case) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to the November 2000 acquisition. There are also indemnification provisions relating to certain other matters intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and are subject to a $50,000 deductible. Conflicts which arise with respect whether a matter is related to us or Metaldyne may, under certain circumstances, be resolved by the Chief Executive Officer of Metaldyne, which may present conflicts of interest.

Assumed Liabilities.    In connection with the foregoing, we assumed approximately $37.0 million of certain liabilities and obligations of Metaldyne, comprised mainly of contractual obligations to our former employees, tax-related matters, benefit plan liabilities and reimbursements to Metaldyne for normal course payments to be made on our behalf. Payments made with respect to these obligations approximated $4.6 million, $6.4 million and $15.1 million in 2004, 2003 and 2002, respectively. During 2004 and 2003, we also settled approximately $0.8 million and $3.7 million, respectively, of the assumed contractual obligations, which has been recorded as paid in capital in the accompanying statement of shareholders' equity and Metaldyne net investment and advances. We also owe Metaldyne $2.2 million related to a $6.3 million US federal tax net operating loss ("NOL") of Metaldyne and its consolidated subsidiaries, that was required to be allocated to TriMas under the Internal Revenue Code (for periods prior to June 6, 2002) and used on our own separately filed federal tax returns. We are required to reimburse Metaldyne for the utilization of the $6.3 million NOL as it is used. The remaining assumed liabilities of approximately $6.9 million, including the amount related to utilization of the NOL, are payable at various future dates and are reported as due to Metaldyne in the accompanying balance sheet as of December 31, 2004.

Shareholders Agreement

Heartland, Metaldyne and other investors are parties to a shareholders agreement regarding their ownership of our common stock. The agreement contains other covenants for the benefit of the shareholders that are parties thereto.

Election of Directors.    The shareholders agreement provides that the parties will vote their shares of common stock in order to cause (1) the election to the board of directors of such number of directors as shall constitute a majority of the board of directors as designated by Heartland; and (2) the election to the board of directors of up to two directors designated by Metaldyne.

Transfers of Common Stock.    The shareholders agreement restricts transfers of common stock except for certain transfers, including (1) to a permitted transferee of a stockholder, (2) pursuant to the "right of first offer" provision discussed below, (3) pursuant to the "tag-along" provision discussed below, (4) pursuant to the "drag-along" provision discussed below and (5) pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act.

Right of First Offer.    The shareholders agreement provides that no stockholder party to the agreement may transfer any of its shares other than to a permitted transferee of such stockholder or pursuant to the "tag-along" and "drag-along" provisions unless such stockholder shall offer such shares to us. If we decline to purchase the shares, then Heartland shall have the right to purchase such shares. Any shares not

104

---

purchased by us or Heartland can be sold by such stockholder party to the agreement at a price not less than 90% of the price offered to us or Heartland.

Tag-Along Rights.    The shareholders agreement grants the stockholders party to the agreement, subject to certain exceptions, in connection with a proposed transfer of common stock by Heartland or its affiliates, the right to require the proposed transferee to purchase a proportionate percentage of the shares owned by the other stockholders at the same price and upon the same economic terms as are being offered to Heartland.

Drag-Along Rights.    The shareholders agreement provides that when Heartland and its affiliates enter into a transaction resulting in a substantial change of control of us, Heartland has the right to require the other stockholders to sell a proportionate percentage of shares of common stock in such transaction as Heartland is selling and to otherwise vote in favor of the transactions effecting such substantial change of control.

Registration Rights.    The shareholders agreement provides the stockholders party to the agreement with unlimited "piggy-back" rights each time we file a registration statement except for registrations relating to (1) shares underlying management options and (2) an initial public offering consisting of primary shares. In addition, following a qualifying public equity offering, Heartland and Metaldyne have the ability to demand the registration of their shares, subject to various hold back, priority and other agreements. The shareholders agreement grants three demand registrations to Metaldyne and an unlimited number of demands to Heartland.

Heartland Advisory Agreement

We and Heartland are parties to an advisory agreement pursuant to which Heartland is engaged to provide consulting services to us with respect to financial and operational matters. These services include ongoing monitoring of business plans, strategic direction, development of projections, financial review, management and other restructuring and reorganization efforts, assistance with investor relations and other matters. Heartland also provided assistance in the selection of our senior management team and our positioning in the financial markets. Heartland is entitled to receive a fee for such services equal to $4.0 million per annum, payable quarterly, which is what we believe we would have had to pay an unaffiliated third party for such services when we entered into the agreement. In addition to providing ongoing consulting services, Heartland has also agreed to assist in acquisitions, divestitures and financings, for which Heartland will receive a fee equal to one percent of the value of such transactions. In 2002, Heartland received a fee of $9.75 million and $0.85 million in connection with our separation from Metaldyne and related financings and a subsequent issuance of debt securities. In 2003, Heartland was paid an aggregate of $2.1 million in fees for advisory services in connection with the acquisitions of HammerBlow and Highland. The advisory agreement also provides that Heartland will be reimbursed for its reasonable out-of-pocket expenses. The advisory agreement terminates when Heartland owns less than 10% of the common equity interest it acquired in us from the June 2002 transactions or such earlier date as Heartland and we shall agree.

Corporate Services Agreement

We and Metaldyne were party to a services agreement pursuant to which Metaldyne provided us use of its management information systems, legal, tax, accounting, human resources and other support services in return for payment of an annual fee of $2.5 million for the services, payable in equal quarterly installments of $625,000 for the term of the agreement. The annual fee amount represents what we believe we would pay an unaffiliated third party for such services. This agreement expired at the end of 2003. Effective January 1, 2004, we entered into a new agreement with Metaldyne whereby we will reimburse Metaldyne for certain software licensing fees and other general corporate services for a fee of approximately $0.4 million in 2004. This agreement expired on June 30, 2004.

105

---

Assignment of Lease Agreement

We and Heartland entered into an assignment of lease agreement for our headquarters in Bloomfield Hills, Michigan for the remainder of the term. The lease will expire on June 30, 2010 at which time we have the option to extend the lease for one five-year period. Pursuant to the terms of the assignment, we will be responsible for payment of all rent for the premises and not more than the lease agreement itself provides. We currently pay approximately $31,098 per month which amount increases to approximately $44,374 per month during the term of the lease. In addition, we will be required to pay all applicable taxes, utilities and other maintenance expenses and will be required to obtain general liability and fire insurance for the premises.

Fittings Acquisition

On May 9, 2003, we acquired an automotive fasteners manufacturing business, which we refer to as the Fittings acquisition, from Metaldyne for approximately $22.7 million on a debt-free basis. In connection with the acquisition, we agreed to sublease from Metaldyne its Livonia, Michigan facility where the acquired business is currently located. The sublease extends through 2022 and the annualized lease expense was approximately $0.2 million in 2004 and 2003, respectively. The acquired business is a leading manufacturer of specialized fittings and cold-headed parts used in automotive and industrial applications. Its products include specialty tube nuts, spacers, hollow extruded components, and locking nut systems used in brake, fuel, power steering, and engine, transmission and chassis applications. We believe that the terms of this transaction, taken as a whole, are at least as fair as would have been negotiated with a third party not affiliated with us, taking account of all of the circumstances of the transaction.

Sales to Related Parties

During 2004, 2003 and 2002, we sold fastener products to Metaldyne in the amount of approximately $0.4 million, $0.4 million and $0.5 million, respectively, and to Collins & Aikman Corporation, an affiliate of Heartland, of approximately $7.5 million, $4.5 million and $4.7 million, respectively. These sales were made on terms comparable to those that we have negotiated with third parties not affiliated with us. These amounts are included in net sales in the accompanying statement of operations.

McDonald Hopkins Co., LPA

In 2004, our General Counsel and Secretary, was William A. Fullmer, a shareholder in the law firm of McDonald Hopkins Co., LPA. We paid various fees and expenses to McDonald Hopkins in 2004 to secure Mr. Fullmer's services as our General Counsel. In addition, McDonald Hopkins provides us with certain paralegal and administrative services, and represents us in a variety of litigation, transactional and general corporate matters. We paid McDonald Hopkins approximately $3.5 million in fees and expenses during the year ended December 31, 2004.

Relationships with Heartland

Heartland Industrial Partners, L.P. is a private equity firm established in 1999 for the purpose of acquiring and expanding industrial companies operating in various sectors of the North American economy that are well positioned for global consolidation and growth. The managing general partner of Heartland is Heartland Industrial Associates, L.L.C. Certain of our directors are members of the general partner, specifically Messrs. Banks, Leuliette, McConnell, Tredwell, Stockman and Valenti. In addition one of our directors, Mr. Becker is a limited partner in Heartland with interests representing less than 5% of the commitments in Heartland. Heartland has informed us that its limited partners include many financial institutions, private and government employee pension funds and corporations. We may, in the ordinary course of business, have on a normal, customary and arms' length basis, relationships with certain of Heartland's limited partners, including banking, insurance and other relationships.

106

---

Item 14.    Principal Accounting Fees and Services

A.    Audit Fees

KPMG LLP

On June 20, 2003, the Audit Committee of the Company's Board of Directors appointed KPMG LLP as the Company's independent accountants for the years ending December 31, 2004 and 2003.

Fees:    Fees for all services provided by KPMG for the years ended December 31, 2004 and 2003 were as follows:

•	Audit Fees:   Aggregate fees for professional services rendered by KPMG LLP in connection with its audit of the Company's financial statements as of and for the years ended December 31, 2004 and 2003, and its limited reviews of the Company's unaudited interim financial statements as of and for the years ended December 31, 2004 and 2003 were $0.7 million and $0.6 million, respectively.

•	All Other Fees:   In addition to the fees described above, aggregate fees of $0.4 million and $0.1 million were billed by KPMG LLP during the years ended December 31, 2004 and 2003, respectively, primarily for the following professional services (in millions):

				2004				2003
Audit-related services (a)				$	0.4			$	—
Income tax compliance and related tax services				$	0.03			$	0.03
All other products and services (a)				$	—			$	0.05

(a)	0% of these fees were covered by the de minimus safe harbor exception from Audit Committee pre-approval set forth in Rule 2-01(c)7(ii)(C) of the Commission's Regulation S-X (17 CFR 210.2-1(c)(7)(C)).

B.    Audit Committee's Pre-Approval Policies for Auditor Services

The Audit Committee's policies permit the Company's independent accountants (KPMG LLP) to provide audit-related services, tax services and non-audit services to the Company, subject to the following conditions:

(1)   KPMG LLP will not be engaged to provide any services that may compromise its independence under applicable laws and regulations, including rules and regulations of the Securities and Exchange Commission and the Public Company Accounting Oversight Board;

(2)   KPMG LLP and the Company will enter into engagement letters authorizing the specific audit-related tax or non-audit services and setting forth the cost of such services;

(3)   The Company is authorized, without additional Audit Committee approval, to engage KPMG LLP to provide (a) audit-related and tax services, including due diligence and tax planning related to acquisitions where KPMG LLP does not audit the target company, to the extent that the cost of such engagement does not exceed $250,000, (b) due diligence and tax planning related to acquisitions where KPMG LLP audits the target company, to the extent the cost of such engagement does not exceed $20,000, and (c) services not otherwise covered by (a) or (b) above to the extent the cost of such engagements does not exceed $150,000; provided, however, that the aggregate amount of all such engagements under (a), (b) and (c) may not exceed $350,000 in any calendar quarter;

107

---

(4)   The Chairman of the Audit Committee will be promptly notified of each engagement, and the Audit Committee will be updated quarterly on all engagements, including fees.

108

---

PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a)   Listing of Documents

(1)   Financial Statements

The Company's Financial Statements included in Item 8 hereof, as required at December 31, 2004 and December 31, 2003, and for the periods ended December 31, 2004, December 31, 2003 and December 31, 2002, consist of the following:

Balance Sheet

Statement of Operations

Statement of Cash Flows

Statement of Shareholders' Equity and Metaldyne Corporation Net Investment and Advances

Notes to Financial Statements

(2)   Financial Statement Schedules

Financial Statement Schedule of the Company appended hereto, as required for the periods ended December 31, 2004, December 31, 2003 and, December 31, 2002, consists of the following:

Valuation and Qualifying Accounts

(3)   Exhibits

See Exhibit Table at the end of this Report.

109

---

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRIMAS CORPORATION
(Registrant)

DATE: March 24, 2005				BY: /s/ Grant H. Beard
				Name: Grant H. Beard Title: President and Chief Executive Officer

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

Signature				Title				Date
/s/ Grant H. Beard				President and Chief Executive Officer (Principal Executive Officer) and Director				March 24, 2005
Grant H. Beard
/s/ E.R. Autry				Chief Financial Officer (Principal Financial Officer)				March 24, 2005
E.R. Autry
/s/ Samuel Valenti				Chairman of the Board of Directors				March 24, 2005
Samuel Valenti III
/s/ Gary M. Banks				Director				March 24, 2005
Gary M. Banks
/s/ Charles E. Becker				Director				March 24, 2005
Charles E. Becker
/s/ Marshall A. Cohen				Director				March 24, 2005
Marshall A. Cohen
/s/ Arthur W. Huge				Director				March 24, 2005
Arthur W. Huge
/s/ Timothy D. Leuliette				Director				March 24, 2005
Timothy D. Leuliette
/s/ Eugene A. Miller				Director				March 24, 2005
Eugene A. Miller
/s/ W. Gerald McConnell				Director				March 24, 2005
W. Gerald McConnell
/s/ David A. Stockman				Director				March 24, 2005
David A. Stockman
/s/ Daniel P. Tredwell				Director				March 24, 2005
Daniel P. Tredwell

110

---

TRIMAS CORPORATION
SCHEDULE II
PURSUANT TO ITEM 15(a)(2)
OF FORM 10-K
VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED
DECEMBER 31, 2004, 2003 AND 2002

								ADDITIONS
DESCRIPTION				BALANCE AT BEGINNING OF PERIOD				CHARGED TO COSTS AND EXPENSES				CHARGED (CREDITED) TO OTHER ACCOUNTS (A)				DEDUCTIONS (B)				BALANCE AT END OF PERIOD
Allowance for doubtful accounts deducted from accounts receivable in the balance sheet
Year Ended December 31, 2004				$	4,800,000			$	2,100,000			$	10,000			$	1,160,000			$	5,750,000
Year Ended December 31, 2003				$	4,340,000			$	520,000			$	450,000			$	510,000			$	4,800,000
Year Ended December 31, 2002				$	3,690,000			$	1,390,000			$	115,000			$	855,000			$	4,340,000

(A)	Allowance of companies acquired, and other adjustments, net.

(B)	Deductions, representing uncollectible accounts written-off, less recoveries of amounts written-off in prior years.

111

---

TRIMAS CORPORATION

Exhibit Index

Exhibit No.				Description
3.1(b)				Amended and Restated Certificate of Incorporation of TriMas Corporation.
3.2(b)				Amended and Restated By-laws of TriMas Corporation.
4.1(b)				Indenture relating to the 9 7/8% senior subordinated notes, dated as of June 6, 2002, by and among TriMas Corporation, each of the Guarantors named therein and The Bank of New York as trustee.
4.2(b)				Form of note (included in Exhibit 4.1(b)).
4.3(b)				Registration Rights Agreement relating to the 9 7/8% senior subordinated notes issued June 6, 2002 dated as of June 6, 2002 by and among TriMas Corporation and the parties named therein.
4.4(b)*				Registration Rights Agreement relating to the 9 7/8% senior subordinated notes issued December 10, 2002 dated as of December 10, 2002 by and among TriMas Corporation and the parties named therein.
4.5(d)				Supplemental Indenture dated as of March 4, 2003.
4.6(e)				Supplemental Indenture No. 2 dated as of May 9, 2003.
4.7(f)				Supplemental Indenture No. 3 dated as of August 6, 2003.
10.1(b)				Stock Purchase Agreement dated as of May 17, 2002 by and among Heartland Industrial Partners, L.P., TriMas Corporation and Metaldyne Corporation.
10.2(b)				Amended and Restated Shareholders Agreement, dated as of July 19, 2002 by and among TriMas Corporation and Metaldyne Corporation.
10.3(b)				Warrant issued to Metaldyne Corporation dated as of June 6, 2002.
10.4(b)				Credit Agreement, dated as of June 6, 2002, as amended and restated as of June 6, 2003, among TriMas Company LLC, JPMorgan Chase Bank, as Administrative Agent and Collateral Agent, CSFB Cayman Island Branch, as Syndication Agent, Comerica Bank, National City Bank and Wachovia Bank, National Association as Documentation Agents and J.P. Morgan Securities Inc. and Credit Suisse First Boston, as Arrangers.
10.5(g)				Amendment No. 2, dated as of December 17, 2003, to Amended and Restated Credit Agreement.
10.5(h)				Amendment No. 3, dated as of December 21, 2004, to Amended and Restated Credit Agreement.
10.6(b)				Receivables Purchase Agreement, dated as of June 6, 2002, by and among TriMas Corporation, the Sellers party thereto and TSPC, Inc., as Purchaser.

---

Exhibit No.				Description
10.6(b)				Receivables Transfer Agreement, dated as of June 6, 2002, by and among TSPC, Inc., as Transferor, TriMas Corporation, individually, as Collection Agent, TriMas Company LLC, individually as Guarantor, the CP Conduit Purchasers, Committed Purchasers and Funding Agents party thereto, and JPMorgan Chase Bank as Administrative Agent.
10.7(b)				Corporate Services Agreement, dated as of June 6, 2002, between Metaldyne Corporation and TriMas Corporation.
10.8(b)				Lease Assignment and Assumption Agreement, dated as of June 21, 2002, by and among Heartland Industrial Group, L.L.C., TriMas Company LLC and the Guarantors named therein.
10.9(b)**				TriMas Corporation 2002 Long Term Equity Incentive Plan.
10.10(b)				Stock Purchase Agreement by and among 2000 Riverside Capital Appreciation Fund, L.P., the other Stockholders of HammerBlow Acquisition Corp. listed on Exhibit A thereto and TriMas Company LLC dated as of January 27, 2003.
10.12(c)				Stock Purchase Agreement by and Among TriMas Company LLC and The Shareholders and Option Holders of Highland Group Corporation and FNL Management Corporation dated February 21, 2003.
10.13(d)				Form of Employment Agreement between TriMas Corporation and Grant H. Beard.
10.15(d)				Form of Employment Agreement between TriMas Corporation and Lynn A. Brooks.
10.16(d)				Form of Employment Agreement between TriMas Corporation and Scott D. Hazlett.
10.17(e)				Employment Agreement between TriMas Corporation and Terry Campbell.
10.18(e)				Employment Agreement between TriMas Corporation and Edward L. Schwartz.
10.19(e)				Asset Purchase Agreement among TriMas Corporation, Metaldyne Corporation and Metaldyne Company LLC dated May 9, 2003.
10.20(e)				Form of Sublease Agreement (included as Exhibit A in Exhibit 10.19).
10.21(f)				Form of Stock Option Agreement.
10.22(f)				Employment Agreement between TriMas Corporation and Benson K. Woo.
10.26(a)				Employment Agreement between TriMas Corporation and Dwayne M. Newcom.
10.27(a)*				Annual Value Creation Program.
10.28(a)*				Form of Indemnification Agreement.
10.29(a)*				Form of 2004 Directors' Stock Compensation Plan.
21(a)				Subsidiaries of TriMas Corporation.
31.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

---

Exhibit No.				Description
31.2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(a)	Incorporated by reference to the exhibits filed with our Registration Statement on Form S-1, filed on March 24, 2004 (File No. 333-113917).

(a)*	Incorporated by reference to the Exhibits filed with Amendment No. 3 to our Registration Statement on Form S-1, filed on June 29, 2004 (File No. 333-113917).

(b)	Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-4, filed on October 4, 2002 (File No. 333-100351).

(b)*	Incorporated by reference to the Exhibits filed with Amendment No. 2 to our Registration Statement on Form S-4, filed on January 28, 2003 (File No. 333-100351).

(b)**	Incorporated by reference to the Exhibits filed with Amendment No. 3 to our Registration Statement or Form S-4, filed on January 29, 2003 (File No. 333-100351).

(c)	Incorporated by reference to the Exhibits filed with our Form 8-K filed on February 25, 2003 (File No. 333-100351).

(d)	Incorporated by reference to the Exhibits filed with our Annual Report on Form 10-K filed March 31, 2003 (File No. 333-100351).

(e)	Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-4, filed June 9, 2003 (File No. 333-105950).

(f)	Incorporated by reference to the Exhibits filed with our Form 10-Q filed on August 14, 2003 (File No. 333-100351).

(g)	Incorporated by reference to the Exhibits filed with our Form 8-K filed on December 22, 2003 (File No. 333-100351).

(h)	Incorporated by reference to the Exhibits filed with our Form 8-K filed on December 27, 2004 (File No. 333-100351).

---