We have audited the accompanying consolidated balance sheets of TriMas Corporation and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of TriMas Corporation and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

As discussed in note 3 to the consolidated financial statements, the Company changed its accounting policy in 2008 to change its required annual goodwill impairment test from December 31 to October 1.

Detroit, Michigan
March 9, 2009, except for note 19, as to which the date is December 14, 2009

			December 31,

			2008			2007
Assets
Current assets:
	Cash and cash equivalents		$	3,910		$	4,800
	Receivables, net			104,760			89,370
	Inventories			188,950			181,790
	Deferred income taxes			16,970			18,860
	Prepaid expenses and other current assets			7,430			7,010
	Assets of discontinued operations held for sale			26,200			41,450

		Total current assets		348,220			343,280
Property and equipment, net				181,570			186,840
Goodwill				202,280			367,420
Other intangibles, net				178,880			203,170
Other assets				19,270			27,280

		Total assets	$	930,220		$	1,127,990

Liabilities and Shareholders' Equity
Current liabilities:
	Current maturities, long-term debt		$	10,360		$	8,390
	Accounts payable			111,810			121,860
	Accrued liabilities			66,340			71,830
	Liabilities of discontinued operations			1,340			1,450

		Total current liabilities		189,850			203,530
Long-term debt				599,580			607,600
Deferred income taxes				51,650			73,280
Other long-term liabilities				34,240			35,090

		Total liabilities		875,320			919,500

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: 33,620,410 and 33,409,500 shares
	at December 31, 2008 and 2007, respectively			330			330
Paid-in capital				527,000			525,960
Accumulated deficit				(510,160	)		(373,970	)
Accumulated other comprehensive income				37,730			56,170

		Total shareholders' equity		54,900			208,490

		Total liabilities and shareholders' equity	$	930,220		$	1,127,990

TriMas Corporation

Consolidated Statement of Operations

(Dollars in thousands, except per share amounts)

			Year ended December 31,

			2008			2007			2006
Net sales			$	1,021,300		$	1,003,070		$	948,340
Cost of sales				(758,120	)		(729,510	)		(692,540	)

	Gross profit			263,180			273,560			255,800
Selling, general and administrative expenses				(166,500	)		(173,810	)		(157,040	)
Advisory services agreement termination fee				—			(10,000	)		—
Costs for early termination of operating leases				—			(4,230	)		—
Settlement of Canadian benefit plan liability				—			(3,870	)		—
Net loss on dispositions of property and equipment				(340	)		(1,720	)		(550	)
Impairment of property and equipment				(500	)		(3,370	)		(510	)
Impairment of goodwill and indefinite-lived intangible assets				(172,220	)		(171,210	)		(116,500	)

	Operating loss			(76,380	)		(94,650	)		(18,800	)

Other expense, net:
	Interest expense			(55,740	)		(68,310	)		(79,060	)
	Gain (loss) on extinguishment of debt			3,740			(7,440	)		(8,610	)
	Other expense, net			(2,290	)		(3,880	)		(4,150	)

		Other expense, net		(54,290	)		(79,630	)		(91,820	)

Loss from continuing operations before income tax benefit (expense)				(130,670	)		(174,280	)		(110,620	)
Income tax benefit (expense)				2,080			13,080			(810	)

Loss from continuing operations				(128,590	)		(161,200	)		(111,430	)
Income (loss) from discontinued operations, net of income tax benefit (expense)				(7,600	)		2,770			(17,480	)

Net loss			$	(136,190	)	$	(158,430	)	$	(128,910	)

Earnings (loss) per share—basic:
Continuing operations				(3.85	)		(5.66	)		(5.51	)
Discontinued operations, net of income tax benefit				(0.22	)		0.10			(0.86	)

Net loss per share			$	(4.07	)	$	(5.56	)	$	(6.37	)

Weighted average common shares—basic				33,422,572			28,498,678			20,229,716

Earnings (loss) per share—diluted:
Continuing operations				(3.85	)		(5.66	)		(5.51	)
Discontinued operations, net of income tax benefit				(0.22	)		0.10			(0.86	)

Net loss per share			$	(4.07	)	$	(5.56	)	$	(6.37	)

Weighted average common shares—diluted				33,422,572			28,498,678			20,229,716

TriMas Corporation

Consolidated Statement of Cash Flows

(Dollars in thousands)

			Year ended December 31,

			2008			2007			2006
Cash Flows from Operating Activities:
Net loss			$	(136,190	)	$	(158,430	)	$	(128,910	)
Adjustments to reconcile net loss to net cash provided by operating activities, net of acquisition impact:
	Impairment of goodwill and indefinite-lived intangible assets			184,530			171,210			116,500
	Impairment of property and equipment			500			3,370			15,760
	(Gain) loss on dispositions of property and equipment			70			(630	)		3,530
	Depreciation			28,430			25,870			22,250
	Amortization of intangible assets			15,640			15,480			16,490
	Amortization of debt issue costs			2,450			2,700			4,330
	Deferred income taxes			(19,690	)		(9,480	)		(11,280	)
	(Gain) loss on extinguishment of debt			(3,740	)		2,500			7,920
	Non-cash compensation expense			1,040			550			1,350
	Net proceeds from (reductions in) sale of receivables and receivables securitization			(18,310	)		25,980			(14,120	)
	(Increase) decrease in receivables			(480	)		(15,670	)		9,760
	Increase in inventories			(8,740	)		(25,080	)		(11,310	)
	(Increase) decrease in prepaid expenses and other assets			3,490			12,540			(1,390	)
	Increase (decrease) in accounts payable and accrued liabilities			(13,930	)		13,690			(15,260	)
	Other, net			(3,900	)		370			260

		Net cash provided by operating activities, net of acquisition impact		31,170			64,970			15,880

Cash Flows from Investing Activities:
	Capital expenditures			(29,170	)		(34,730	)		(22,480	)
	Acquisition of leased assets			—			(29,960	)		(7,360	)
	Acquisition of businesses, net of cash acquired			(6,650	)		(13,540	)		—
	Net proceeds from disposition of businesses and other assets			2,440			9,320			7,680

		Net cash used for investing activities		(33,380	)		(68,910	)		(22,160	)

Cash Flows from Financing Activities:
	Proceeds from sale of common stock in connection with the Company's initial public offering, net of issuance costs			—			126,460			—
	Repayments of borrowings on senior credit facilities			(5,070	)		(4,940	)		(257,410	)
	Proceeds from borrowings on term loan facilities			490			—			260,000
	Proceeds from borrowings on revolving credit facilities			576,990			508,540			688,870
	Repayments of borrowings on revolving credit facilities			(566,970	)		(524,920	)		(683,150	)
	Debt issuance costs			—			—			(2,160	)
	Retirement of senior subordinated notes			(4,120	)		(100,000	)		—

		Net cash provided by financing activities		1,320			5,140			6,150

Cash and Cash Equivalents:
	Increase (decrease) for the year			(890	)		1,200			(130	)
	At beginning of year			4,800			3,600			3,730

		At end of year	$	3,910		$	4,800		$	3,600

	Supplemental disclosure of cash flow information:
		Cash paid for interest	$	52,660		$	63,690		$	69,880

		Cash paid for taxes	$	8,060		$	8,660		$	14,050

TriMas Corporation
Consolidated Statement of Shareholders' Equity
Years Ended December 31, 2008, 2007 and 2006
(Dollars in thousands)

		Common Stock		Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total

Balances, December 31, 2005		$	200	$	396,980		$	(86,310	)	$	38,430		$	349,300
Comprehensive income (loss):
	Net loss		—		—			(128,910	)		—			(128,910	)
	Foreign currency translation		—		—			—			9,720			9,720
	Minimum pension liability (net of tax of $190)		—		—			—			570			570

Total comprehensive loss														(118,620	)

Issuance of common stock			10		(10	)		—			—			—
Non-cash compensation expense			—		1,350			—			—			1,350
Net adjustments to reflect settlement of contractual obligations			—		750			—			—			— 750

Balances, December 31, 2006		$	210	$	399,070		$	(215,220	)	$	48,720		$	232,780

Comprehensive income (loss):
	Net loss		—		—			(158,430	)		—			(158,430	)
	Foreign currency translation		—		—			—			8,900			8,900
	Defined pension and postretirement pension plans amortization of actuarial losses (net of tax of $0.6 million)		—		—			—			1,020			1,020

Total comprehensive loss			—		—			—			—			(148,510	)

Net proceeds from the Company's initial public offering of common stock (Note 4)			120		126,340			—			—			126,460
Non-cash compensation expense			—		550			—			—			550
Effects of accounting change regarding pension and post-retirement plans measurement dates pursuant to SFAS No. 158 (net of tax of $0.1 million) (Note 17)			—		—			(200	)		—			(200	)
Cumulative impact of change in accounting for benefit plans (net of tax of $1.2 million) (Note 17)			—		—			—			(2,470	)		(2,470	)
Cumulative impact of change in accounting for uncertainties in income taxes (Note 20)			—		—			(120	)					(120	)

Balances at December 31, 2007		$	330	$	525,960		$	(373,970	)	$	56,170		$	208,490
Comprehensive income (loss):
	Net loss		—		—			(136,190	)		—			(136,190	)
	Foreign currency translation		—		—			—			(17,810	)		(17,810	)
	Defined pension and postretirement pension plans (net of tax of $0.04 million) (Note 17)		—		—			—			90			90
	Change in fair value of cash flow hedge (net of tax of $0.4 million) (Note 13)		—		—			—			(720	)		(720	)

Total comprehensive loss			—		—			—			—			(154,630	)

Non-cash compensation expense			—		1,040			—			—			1,040

Balances at December 31, 2008		$	330	$	527,000		$	(510,160	)	$	37,730		$	54,900

TriMas Corporation ("TriMas" or the "Company"), and its consolidated subsidiaries, is a global manufacturer and distributor of products for commercial, industrial and consumer markets. The Company is principally engaged in five business segments with diverse products and market channels. Packaging offers a broad spectrum of closure and dispensing solutions in industrial and consumer packaging applications. Energy is a manufacturer and distributor of a variety of engines, engine replacement parts and specialty gaskets for the oil and gas industry, petrochemical and industrial markets. Aerospace & Defense designs and manufactures a diverse range of industrial products for use in focused markets within the aerospace and defense markets. Engineered Components designs and manufactures a diverse range of industrial products for use in focused markets within the industrial, automotive, and medical equipment markets. Cequent is a manufacturer and distributor of custom-engineered towing, trailering and electrical products. See Note 19, "Segment Information," for further information on each of the Company's business segments.

In December 2008, the Financial Accounting Standards Board ("FASB") issued FSP FAS 132(R)-1, "Employers' Disclosure about Postretirement Benefit Plan Assets," which amends FASB Statement 132(R) to require more detailed disclosures about employers' pension plan assets. New disclosures will include additional information on investment strategies, major categories of plan assets, concentrations of risk within plan assets and valuation techniques used to measure the fair value of plan assets. This new standard will only affect disclosures and will have no impact on the Company's consolidated financial statements. This statement is effective for fiscal years ending after December 15, 2009.

In May 2008, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 162, "The Hierarchy of Generally Accepted Accounting Principles," which is intended to improve financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are prepared in conformance with generally accepted accounting principles. The statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with GAAP." There is no impact on the Company's current consolidated financial statements as a result of this pronouncement.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133." SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 to provide users of financial statements with an enhanced understanding of derivative instruments, how they are accounted for and their impact on a company's financial position and performance. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is currently assessing the impact of the adoption of SFAS No. 161 on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations," which revises the current accounting practices for business combinations. Significant changes as a result of issuance of SFAS No. 141(R) include a revised definition of a business, expensing of acquisition-related transaction costs, and a change in how acquirers measure consideration, identifiable assets, liabilities assumed and goodwill acquired in a business combination. SFAS No. 141(R) is effective for business combinations occurring in fiscal years beginning after December 15, 2008, and may not be retroactively applied. There is no impact on the Company's current consolidated financial statements as a result of this pronouncement.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements," which establishes requirements for identification, presentation and disclosure of noncontrolling interests, and requires accounting for such non-controlling interests as a separate component of shareholder's equity. SFAS No. 160 is effective prospectively for fiscal years beginning after December 15, 2008. However, the presentation and disclosure requirements are required to be retrospectively applied to comparative financial statements. There is no impact on the Company's current consolidated financial statements as a result of this pronouncement.

Principles of Consolidation. The accompanying consolidated 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 accounting principles generally accepted 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, valuation of derivatives, reserves for legal and product liability matters and assets and obligations related to employee benefits. Actual results may differ from such estimates and assumptions.

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 $5.2 million at December 31, 2008 and 2007, respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts based upon the Company's best 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.

Sales of Receivables. The Company may, from time to time, sell certain of its receivables to third parties. Sales of receivables are accounted for under SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," which deems the receivables sold when they are transferred beyond the reach of the Company and its creditors, the purchaser has the right to pledge or exchange the receivables and the Company has surrendered control over the transferred receivables.

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 improvements, 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 25 years, while technology and other intangibles are amortized over periods ranging from 1 to 30 years.

Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company reviews, on at least a quarterly basis, the financial performance of each business unit for indicators of impairment. In reviewing for impairment indicators, the Company also considers events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value.

Goodwill and Indefinite-Lived Intangibles. The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis as required by SFAS No. 142, "Goodwill and Other Intangible Assets," by comparing the estimated fair value of each of its reporting units to the respective carrying value on the balance sheet. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place as defined in SFAS 142.

For the purposes of these impairment tests, one of the Company's five operating segments, Cequent, is considered a reporting unit because the individual businesses within this segment have similar economic characteristics, including their products, services, customers, and distribution. The nine businesses which comprise the Company's remaining four operating segments are considered separate reporting units for purposes of applying SFAS 142. These businesses are less similar in their economic characteristics and have discrete financial information available which management regularly reviews for purposes of evaluating performance.

The Company estimates the fair value of its reporting units utilizing a combination of three valuation techniques: discounted cash flow (Income Approach), market comparable method (Market Approach) and market capitalization (Direct Market Data Method). For purposes of applying the SFAS 142 test, the Company has historically relied primarily on the Income Approach, because it considers factors unique to each of the Company's businesses and related long-range plans that may not be comparable to other companies and that are not yet publicly available. Management therefore believes that this valuation approach provides the best estimate of fair value of its reporting units. The Market Approach considers potentially comparable companies and transactions within the industries where the Company's reporting units participate, and applies their trading multiples to the Company's reporting units. Management uses this data to assess the reasonableness of the estimate of fair value of its reporting units under the Income Approach due to the difficulty in identifying companies that are specifically comparable to the Company's reporting units, considering the diversity of the Company's businesses, their relative sizes and levels of complexity. The Company also uses the Direct Market Data Method by comparing its book value and the estimates of fair value of the reporting units to the Company's market capitalization as of and at dates near the annual testing date. Management uses this comparison as additional evidence of the fair value of the Company, as its market capitalization may be suppressed by other factors such as the control premium associated with a controlling shareholder, the Company's high degree of leverage, and the limited float of the Company's common stock. In situations

where the Market Approach and/or the Direct Market Data Method yield estimated fair values for the reporting units that are significantly different than under the Income Approach, management re-evaluates and adjusts, if necessary, the assumptions underlying the Income Approach.

The Income Approach requires the Company to calculate the present value of estimated future cash flows. In making this calculation, management makes significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate. The projections also include significant assumptions related to including current and estimated economic trends and outlook, costs of raw materials, consideration of our market capitalization as compared to the estimated fair values of the Company's reporting units determined using the Income Approach and other factors which are beyond management's control. The Company compares the estimates of fair value of each reporting unit, determined under the Income Approach, with each reporting unit's net asset carrying value. If carrying value exceeds fair value, a possible impairment of goodwill and indefinite-lived intangible assets exists and further evaluation is performed.

The Company's accounting policy was to conduct the annual impairment test as of December 31st, with the most recent annual impairment test completed as of December 31, 2007. Effective in the second quarter of 2008, the Company changed its accounting policy to conduct the annual impairment test as of October 1st, with the testing to be conducted during the fourth quarter of each year. This change is preferable as it provides the Company additional time to complete the required testing and evaluate the results prior to the year-end closing and reporting activities and better enables the Company to comply with required reporting dates as an accelerated filer. The change in impairment test dates had no impact on the Company's financial results or financial position for any period presented.

Future declines in sales and/or operating profit, declines in the Company's stock price, or other changes in the Company's business or the markets for its products could result in further impairments of goodwill and other intangible assets.

Self-insurance. The Company is generally self-insured for losses and liabilities related 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. The Company accounts for pension benefits and postretirement benefits other than pensions in accordance with the requirements of SFAS No. 87, "Employer's Accounting for Pensions," SFAS No. 88, "Employer's Accounting for Settlements and Curtailments of Defined Benefit Plans and for Terminated Benefits," SFAS No. 106, "Employer's Accounting for Postretirement Benefits Other Than Pension," SFAS No. 132, "Employer's Disclosures about Pensions and Other Postretirement Benefits—an amendment of FASB Statements Nos. 87, 88, and 106" and SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans—An Amendment of FASB Statements No. 87, 88, 106 and 132(R)." 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.

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. Net sales is comprised of gross revenues less estimates of expected returns, trade discounts and customer allowances, which include incentives such as cooperative advertising agreements, volume discounts and other supply agreements in connection with various programs. Such deductions are recorded during the period the related revenue is recognized. For products shipped on a consignment basis, revenue is recognized when the customer provides notice of end product use or sale.

Cost of Sales. Cost of sales includes material, labor and overhead costs incurred in the manufacture of products sold in the period. Material costs include raw material, purchased components, outside processing and inbound freight costs. Overhead costs consist of variable and fixed manufacturing costs, wages and fringe benefits, and purchasing, receiving and inspection costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses include the following: costs related to the advertising, sale, marketing and distribution of our products, shipping and handling costs, amortization of customer intangible assets, costs of finance, human resources, legal functions, executive management costs and other administrative expenses.

Shipping and Handling Expenses. Freight costs are included in cost of sales and shipping and handling expenses, including those of Cequent's distribution network, are included in selling, general and administrative expenses in the accompanying statement of operations. Shipping and handling costs were $4.4 million, $4.7 million and $4.7 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Advertising and Sales Promotion Costs. Advertising and sales promotion costs are expensed as incurred. Advertising costs were approximately $6.9 million, $7.4 million and $6.2 million for the years ended December 31, 2008, 2007 and 2006, respectively and are included in selling, general and administrative expenses in the accompanying statement of operations.

Research and Development Costs. Research and development ("R&D") costs are expensed as incurred. R&D expenses were approximately $1.3 million, $1.4 million and $0.9 million for the years ended December 31, 2008, 2007 and 2006, respectively and are included in cost of sales in the accompanying statement of operations.

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 assets and liabilities and for operating loss and tax credit carryforwards. Beginning with the adoption of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes," on January 1, 2007, the Company recognizes the effect of income tax

positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in income tax expense.

Foreign Currency Translation. The financial statements of subsidiaries located outside of the United States are measured using the currency of the primary economic environment in which they operate as the functional currency. Net foreign currency transaction gains (losses) were approximately $0.8 million, $(0.2) million and $0.1 million for the years ended December 31, 2008, 2007 and 2006, 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.

Derivative Financial Instruments. The Company accounts for derivative financial instruments in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, which requires that all derivatives be recorded at fair value on the balance sheet as either assets or liabilities. The effective portion of changes in the fair value of the derivative is recorded in other comprehensive income and is recognized in the statement of operations when the hedged item affects earnings. The ineffective portion of the change in fair value of a hedge is recognized in income immediately. As of December 31, 2008, the only derivative is an interest rate swap which has been designated as a cash flow hedge for the purpose of hedging the cash flows of variable rate debt. See Note 13, "Long-term Debt," for further information on the Company's interest rate swap.

Fair Value of Financial Instruments. The Company adopted SFAS No. 157, "Fair Value Measurements," as of January 1, 2008. SFAS No. 157 defines fair value, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value in U.S. GAAP, and expands disclosures about fair value measurements. The three levels of the fair value hierarchy are as follows:

The Company has deferred the application of the provisions of SFAS No. 157 to its non-financial assets and liabilities not required or permitted to be measured at fair value on a recurring basis in accordance with FASB Staff Position No. 157-b (FSP No. 157-2), "Effective Date of FASB Statement No. 157." Fair value measurements and the fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2008, are shown below (in millions):

The carrying value of financial instruments reported in the balance sheet for current assets and current liabilities approximates fair value due to the short maturity of these instruments. The Company's term loan traded at 58.0% and 98.5% of par value as of December 31, 2008 and 2007, respectively, and the senior subordinated notes traded at approximately 51.5% and 98.0% of par value as of December 31, 2008 and 2007, respectively.

Earnings Per Share. Basic and diluted earnings per share amounts are determined in accordance with SFAS No. 128, "Earnings per Share." As of December 31, 2008 and 2007 no restricted shares were included in the computation of net income (loss) per share because to do so would be anti-dilutive. Options to purchase 1,596,213, 2,000,481 and 2,008,201 shares of common stock were outstanding at December 31, 2008, 2007 and 2006, respectively, but were excluded from the computation of net income (loss) per share because to do so would have been anti-dilutive for the periods presented.

Stock-based Compensation. The Company recognizes compensation expense related to equity awards using the Modified Prospective application method under SFAS No. 123(R), "Share-Based Payment," recognizing all share-based payments to employees based on their fair values.

Other Comprehensive Income. The Company refers to other comprehensive income as revenues, expenses, gains and losses that under accounting principles generally accepted in the United States are included in comprehensive income but are excluded from net earnings as these amounts are recorded directly as an adjustment to stockholders' equity. Other comprehensive income is comprised of foreign currency translation adjustments, amortization of prior service costs and unrecognized gains and losses in actuarial assumptions, and changes in unrealized gains and losses on derivatives.

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

During the second quarter of 2007, the Company completed the sale of 12,650,000 shares of common stock to the public pursuant to an effective registration statement at a price of $11.00 per share. Gross proceeds from the common stock offering were $139.2 million. Net proceeds from the offering, after deducting underwriting discounts and commissions of $9.7 million and offering expenses of $3.0 million, totaled approximately $126.5 million. The net proceeds of $126.5 million, together with

approximately $10.1 million of cash on hand and revolving credit borrowings, were utilized as follows (in thousands):

In connection with the common stock offering and the use of proceeds therefrom, the Company incurred the following costs and expenses which are included in the Company's consolidated statement of operations for the year ended December 31, 2007 (in thousands):

During the fourth quarter of 2008, the Company entered into a binding agreement to sell certain assets within its specialty laminates, jacketings and insulation tapes line of business, which was part of the Packaging operating segment. The Company recognized an impairment charge of approximately $12.3 million in December 2008 to write-down the value of goodwill and intangible assets to fair value in this business and recorded a charge of approximately $1.8 million related to severance benefits for approximately 125 employees to be terminated upon completion of the sale. The sale was completed in February 2009 for cash proceeds of approximately $21.0 million. The Company's manufacturing facility is subject to a lease agreement expiring in 2024 that was not assumed by the purchaser of the business. The Company is currently assessing the potential recoverability of its future lease obligations for this facility, and will record an estimate of any future unrecoverable lease obligations upon the cease use date of the facility.

During the fourth quarter of 2007, the Company committed to a plan to sell its rocket launcher and property management line of business, both of which were part of the Engineered Components operating segment. The Company sold the assets of the rocket launcher business in December 2007 for cash proceeds of approximately $3.1 million, and recognized a gain on sale of approximately $2.3 million. As of December 31, 2008, the property management line of business was not yet sold. However, the Company continues to actively market the business and has adjusted its sales price expectations, consistent with changes in the current economic conditions. As such, the Company continues to report the property management business as discontinued operations and assets held for sale for all periods presented.

During the second quarter of 2006, the Company sold its asphalt-coated paper line of business, which was part of the Packaging operating segment, for approximately $1.1 million, and recognized a loss on sale of approximately $3.6 million.

During the fourth quarter of 2005, the Company committed to a plan to sell its industrial fastening business. The industrial fastening business consisted of three locations: Wood Dale, Illinois, Frankfort, Indiana and Lakewood, Ohio. The Company recognized an impairment charge of approximately $15.3 million in 2006 related to the industrial fastening business to write-down the value of tangible and intangible assets to fair value. The Company sold the Wood Dale and Lakewood operating locations in December 2006 for gross cash proceeds of approximately $5.6 million and a short-term note receivable of approximately $0.2 million, and recognized a loss on sale of approximately $0.5 million. In February 2007, the Company sold the Frankfort operating location for gross cash proceeds of approximately $4.0 million and a note receivable of $2.5 million.

The Wood Dale manufacturing facility is subject to a lease agreement expiring in 2022 which was not assumed by the purchaser of this business. Prior to the sale, the Company conducted a market study on the property and concluded that it would likely be able to recover substantially all of its future obligations under the lease through future sublease arrangements. In the fourth quarter of 2007, the Company had its prior market study updated. Based on changes in the economy and an increase in available properties in the area, which were being offered at rates below the Company's existing lease contract, the Company concluded it would not be able to recover substantially all of its future obligations, and recorded a charge of $3.6 million, which represented the Company's best estimate of unrecoverable future obligations under its lease contract. The facility remains available for sublease as of December 31, 2008. Due to continued economic decline at the end of 2008, the Company updated its market study and recorded an additional charge of $3.7 million, which updates the Company's estimate of unrecoverable future obligations under its lease contract.

The results of the specialty laminates, jacketings and insulation tapes business, industrial fastening business, asphalt-coated paper business, rocket launcher business and property management business are reported as discontinued operations for all periods presented.

Assets and liabilities of the discontinued operations are summarized as follows:

In October 2007, the Company announced plans to close its manufacturing facility in Huntsville, Ontario, Canada and consolidate its operations into the Company's Goshen, Indiana manufacturing facility. These actions were substantially complete as of December 31, 2007. As a result of these actions, the Company recorded a pre-tax charge within its Cequent segment of approximately $9.0 million in the fourth quarter of 2007, of which approximately $5.6 million related to cash costs incurred as a part of the closure as determined under the provisions of SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," primarily relating to severance benefits to approximately 160 employees terminated as a part of the closure. The remaining $3.4 million of the pre-tax charge related to impairment of assets recorded in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," to reduce the book value of the building and building improvements and certain machinery and equipment assets that the Company will no longer utilize to management's estimate of net realizable value (see Note 11). As of December 31, 2008, the Company has paid approximately $5.3 million of the cash costs of the facility closure, with the remaining $0.3 million expected to be paid in 2009.

In addition, the Company incurred approximately $0.7 million of costs and expenses in 2008 resulting from completion of the consolidation into the Goshen facility and recording severance and

other benefits for approximately 10 key employees who remained with the Company to assist in finalizing the closure.

In January 2008, the Company acquired Parkside Towbars, Pty. Ltd. ("Parkside"), located in Western Australia, strengthening the Company's position in international markets and expanding the Company's towing and truck accessory product offering. Parkside is included in the Company's Cequent segment.

During the third quarter of 2007, the Company completed two acquisitions. On July 12, 2007, the Company acquired certain assets from Quest Technologies LLC, expanding the Company's fifth-wheel product offerings in its Cequent segment. In addition, on August 1, 2007, the Company acquired all of the capital stock of DEW Technologies, Inc., a manufacturer of specialty, high-precision spinal and trauma implant products serving the orthopedic device industry. DEW Technologies is included in the Company's Engineered Components segment and broadens the Company's product offerings in the medical device industry.

The purchase price for each of the three acquisitions is subject to adjustments resulting from earn-out clauses based on future operating results. These earn-out clauses extend up to five years. Total combined adjustments, primarily related to earn-out clauses, to the purchase price for these three acquisitions in 2008 were approximately $4.1 million (see Note 8).

The results of operations of the aforementioned acquisitions are not significant compared to the overall results of operations of the Company.

The Company conducted its SFAS No. 142 annual impairment test as of October 1, 2008. Significant assumptions used under the Income Approach were weighted average costs of capital ranging from 12.5% - 20.0% and estimated residual growth rates ranging from 1.0% - 2.0%. In considering the weighted average cost of capital for each reporting unit, management considered the level of risk inherent in the cash flow projections based on historical attainment of its projections and current market conditions.

During the fourth quarter of 2008, the Company experienced a significant decline in its stock price and, as a result, the Company's market capitalization fell below the recorded value of its consolidated net assets. The reduced market capitalization reflected, in part, the impact to the Company's businesses of weakening market demand and declining order intake as a result of the economic recession in the US and other major global economies, the significant decline in the financial markets, and continued uncertainty and lack of availability in the credit markets. The decline in the Company's market capitalization was reflective of an overall market view that the value of the Company had declined significantly, particularly in relation to the Cequent reporting unit. Considering the uncertainty as to how long these end market conditions would persist and the related impacts on the Company's businesses, management reduced projections of future cash flows and added risk premiums as appropriate to reduce the values of its reporting units overall consistent with the decline in the Company's market capitalization subsequent to October 1^st.

In completing its annual test of goodwill and indefinite-lived intangible asset impairment as of October 1, 2008, the Company determined that six of its reporting units failed Step I of the SFAS No. 142 test, requiring a Step II test to determine the amount, if any, of an impairment charge. Based on the results of Step II testing required under SFAS No. 142, the Company recorded pre-tax goodwill

and indefinite-lived intangible asset impairment charges in the fourth quarter of 2008 of $76.1 million and $8.8 million, respectively, in its Cequent reporting unit, and $58.7 million and $3.8 million, respectively, in a reporting unit within the Company's Packaging segment. The Company recorded a pre-tax goodwill impairment charge in the fourth quarter of 2008 of $24.8 million in certain reporting units within its Engineered Components segment. As of October 1, 2008, if the weighted average discount rate for each reporting unit was increased 1% or the estimated residual growth rate for each reporting unit was decreased 1%, the conclusions reached under the Company's Step I impairment test would have remained unchanged.

In completing its annual test of goodwill and indefinite-lived intangible asset impairment as of December 31, 2007 and 2006, the Company's Step I testing indicated that the carrying values of its Cequent reporting units exceeded their estimated fair values. Based on the results of Step II testing required under SFAS No. 142, the Company recorded pre-tax goodwill and indefinite-lived intangible asset impairment charges in the fourth quarter of 2007 of $159.6 million and $11.6 million, respectively, in its Cequent reporting unit. During the fourth quarter of 2006, the Company recorded a pre-tax goodwill impairment charge of $116.5 million in its Cequent reporting unit.

Future declines in sales and operating profit or further declines in the Company's stock price may result in additional goodwill and indefinite-lived intangible asset impairments.

Changes in the carrying amount of goodwill for the years ended December 31, 2008 and 2007 are as follows:

		Packaging			Energy			Aerospace & Defense		Engineered Components			Cequent			Total

		(dollars in thousands)
Balance, December 31, 2006		$	176,760		$	45,190		$	43,540	$	19,180		$	235,140		$	519,810
	Goodwill from acquisitions		—			—			—		2,230			2,320			4,550
	Adjustment to tax contingencies established in purchase accounting		—			—			—		—			(140	)		(140	)
	Impairment charge		—			—			—		—			(159,590	)		(159,590	)
	Foreign currency translation and other		4,010			860			—		—			(2,080	)		2,790

Balance, December 31, 2007			180,770			46,050			43,540		21,410			75,650			367,420

	Goodwill from acquisitions		—			—			—		3,380			710			4,090
	Impairment charge		(58,660	)		—			—		(24,790	)		(76,110	)		(159,560	)
	Foreign currency translation and other		(8,350	)		(1,070	)		—		—			(250	)		(9,670	)

Balance, December 31, 2008		$	113,760		$	44,980		$	43,540	$	—		$	—		$	202,280

		As of December 31, 2008					As of December 31, 2007

Intangible Category by Useful Life		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
		(dollars in thousands)
Customer relationships:
	5 - 12 years	$	25,600	$	(16,140	)	$	23,880	$	(13,810	)
	15 - 25 years		154,610		(53,010	)		154,610		(44,780	)

Total customer relationships			180,210		(69,150	)		178,490		(58,590	)

Technology and other:
	1 - 15 years		25,570		(19,890	)		24,830		(17,340	)
	17 - 30 years		42,000		(14,700	)		40,830		(12,690	)

Total technology and other			67,570		(34,590	)		65,660		(30,030	)

Trademark/Trade names (indefinite life)			34,840		—			47,640		—

		$	282,620	$	(103,740	)	$	291,790	$	(88,620	)

Amortization expense related to technology and other intangibles was approximately $3.9 million, $4.0 million, and $4.0 million for the years ended December 31, 2008, 2007 and 2006, respectively, and is included in cost of sales in the accompanying statement of operations. Amortization expense related to customer intangibles was approximately $10.6 million, $10.3 million, and $10.4 million for the years ended December 31, 2008, 2007 and 2006, respectively, and is included in selling, general and administrative expense in the accompanying statement of operations.

Estimated amortization expense for the next five fiscal years beginning after December 31, 2008 is as follows: 2009—$14.2 million, 2010—$13.6 million, 2011—$12.6 million, 2012—$12.5 million and 2013—$10.8 million.

TriMas is party to a 364-day receivable securitization facility through TSPC, Inc. ("TSPC"), a wholly-owned subsidiary, to sell trade accounts receivable of substantially all of the Company's domestic business operations. Upon its renewal in February 2008, the committed funding was reduced from $125.0 million to $90.0 million and the usage fee was reduced from 1.35% to 1.05%. Renewal costs in 2008 approximated $0.3 million.

TSPC from time to time may sell an undivided fractional ownership interest in the pool of receivables up to approximately $90.0 million to a third party multi-seller receivables funding company. As of December 31, 2008 and 2007, the Company's funding under the facility was approximately $20.0 million and $41.5 million, respectively, with an additional $30.9 million and $5.0 million, respectively, available but not utilized. The Company had pledged receivables of approximately $79.5 million and $35.7 million under the program as of December 31, 2008 and 2007, respectively, which are included in receivables in the accompanying consolidated balance sheet. 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, including a usage fee of 1.05% and a 0.5% fee on the unused portion of the facility, which amounted to a total of $2.6 million, $3.9 million and $4.0 million for the years ended December 31, 2008, 2007 and 2006, respectively. Such amounts are included in other expense, net in the accompanying consolidated statement of operations. This facility expired on February 20, 2009 and was subsequently renewed. See Note 22, "Subsequent Events."

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 a commercial paper-based rate as prescribed under the terms of the securitization agreement. As of December 31, 2008 and 2007, the financing costs were based on an average liquidation period of the portfolio of approximately 1.2 months, and an average discount rate of 2.1% and 3.0%, at December 31, 2008 and 2007, respectively.

In addition, the Company from time to time may sell an undivided interest in accounts receivable under a factoring arrangement at three of its European subsidiaries. As of December 31, 2008 and 2007, the Company's funding under the arrangement was approximately $3.2 million and $4.0 million, respectively. Sales of the European subsidiaries' accounts receivable are accounted for as a sale and were sold at a discount from face value of approximately 2.4%, 2.0% and 1.9% in 2008, 2007 and 2006, respectively. Costs associated with these transactions were approximately $0.4 million, $0.3 million and $0.2 million in 2008, 2007 and 2006, respectively, and are included in other expense, net in the accompanying consolidated statement of operations.

Depreciation expense was approximately $26.5 million, $24.7 million and $21.4 million for each of the years ended December 31, 2008, 2007 and 2006, respectively, of which $22.8 million, $20.1 million and $17.3 million, respectively, is included in cost of sales in the accompanying statement of operations, and $3.7 million, $4.6 million and $4.1 million, respectively, is included in selling, general and administrative expenses in the accompanying statement of operations.

In 2008, the Company recorded an impairment charge of approximately $0.5 million in accordance with the provisions of SFAS No. 144 to the write-down of the net book value of certain machinery and equipment within the Cequent segment to net realizable value.

In 2007, in connection with the closure of the Huntsville facility (see Note 6), the Company recorded an impairment charge of approximately $3.4 million in accordance with the provisions of SFAS No. 144. This charge relates to the write-down of the net book value of building and building improvements and certain machinery and equipment within the Cequent segment to net realizable value.

In 2006, the Company recorded an impairment charge of approximately $0.5 million in accordance with the provisions of SFAS No. 144. This charge relates to the write-down of the net book value of building improvements and certain machinery and equipment within the Cequent segment to net realizable value related to its zinc plating operation located in Schofield, Wisconsin.

The Company is party to a credit facility consisting of a $90.0 million revolving credit facility, a $60.0 million deposit-linked supplemental revolving credit facility and a $260.0 million term loan facility (collectively, the "Credit Facility"). Under the Credit Facility, the revolving credit facilities mature on August 2, 2011, while the term loan matures on August 2, 2013 (or February 28, 2012 if the Company's existing senior subordinated notes are still outstanding as of that date). Under the Credit Facility, the Company is also able to issue letters of credit, not to exceed $65.0 million in aggregate, against its revolving credit facility commitments. At December 31, 2008 and December 31, 2007, the Company had letters of credit of approximately $34.1 million and $35.5 million, respectively, issued and outstanding. The weighted average interest rate on borrowings under the Credit Facility was 5.37% and 7.84% at December 31, 2008 and December 31, 2007, respectively.

At December 31, 2008, the Company had $8.5 million outstanding under its revolving credit facility and had an additional $107.4 million potentially available after giving effect to approximately $34.1 million of letters of credit issued and outstanding. However, including availability under its accounts receivable facility and after consideration of leverage restrictions contained in the Credit Facility, the Company had $127.9 million of capacity available to it under its revolving credit facility and receivables securitization for general corporate purposes.

The bank debt is an obligation of the Company and its subsidiaries. Although the terms of the Credit Facility do not restrict the Company's subsidiaries from making distributions to it in respect of its 9⁷/8% senior subordinated 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, of approximately $369.4 million and $528.4 million at December 31, 2008 and December 31, 2007, respectively, are presented in the financial information in Note 23, "Supplemental Guarantor Condensed Consolidating Financial Information." The Credit Facility also contains various

negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including: 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, 2008.

Principal payments required on the Credit Facility term loan are: $0.7 million due each calendar quarter through June 30, 2013, with $242.5 million due on August 2, 2013 (which will be otherwise due on February 28, 2012 if the Company's existing senior subordinated notes are still outstanding at that time).

During 2008, the Company entered into an interest rate swap agreement to fix the LIBOR-based variable portion of its interest rate on $125.0 million notional amount of its term loan facility at 2.73%. The swap extends through October 2009. The Company has designated this swap agreement as a cash flow hedge and accounts for it in accordance with SFAS No. 133, whereby the effective portion of the hedge gains and losses are deferred in accumulated other comprehensive income (loss) until the hedged transactions occur, at which time the deferred gains or losses are reclassified into earnings as interest expense. The ineffective portion is recognized as other expense, net. The Company believes the cash flow hedge is "effective" as defined in SFAS No. 133, as changes in the cash flows of the interest rate swap are expected to exactly offset the changes in the cash flows of variable rate debt attributable to fluctuation in the LIBOR. The fair value of the swap was a liability of $1.2 million at December 31, 2008, and is included in accrued liabilities in the accompanying consolidated balance sheet. As of December 31, 2008, the Company has recognized other comprehensive loss of $0.7 million, net of tax, related to the effectively hedged portion of the swap. There was no hedge ineffectiveness during the year. Over the next 12 months, the Company expects to reclassify $0.7 million of deferred losses on derivative instruments from accumulated other comprehensive income into earnings.

In the United Kingdom, the Company's subsidiary is party to a revolving debt agreement which is secured by a letter of credit under the Credit Facility. At December 31, 2008, the balance outstanding under this agreement was approximately $0.3 million at an interest rate of 3.50%. At December 31, 2007, there was no balance outstanding under this agreement.

In Italy, the Company's subsidiary is party to a loan agreement for a term of seven years, at a rate 0.75% above EURIBOR (Euro Interbank Offered Rate), and is secured by land and buildings of the subsidiary. At December 31, 2008, the balance outstanding under this agreement was approximately $2.2 million at an interest rate of 3.64%. At December 31, 2007, the balance outstanding under this agreement was approximately $4.0 million at an interest rate of 5.5%.

In Australia, the Company's subsidiary is party to a debt agreement which matures December 31, 2010 and is secured by substantially all the assets of the subsidiary. At December 31, 2008, the balance

outstanding under this agreement was approximately $15.3 million at an average interest rate of approximately 5.87%. At December 31, 2007, the balance outstanding under this agreement was approximately $17.5 million at an interest rate of 7.1%.

The Company issued two tranches of its 9⁷/8% senior subordinated notes due 2012 pursuant to its bond indenture dated June 6, 2002 ("Notes"). In June 2002, the Company issued $352.8 million face value of Notes at a discount of $2.7 million. In December 2002, the Company issued an additional $85.0 million face value of Notes at a premium of $0.9 million. In each instance, the Notes were issued in a private placement under Rule 144A of the Securities Act of 1933, as amended. These Notes were subsequently registered pursuant to registration statements that were declared effective in February 2003 and July 2003, respectively. The Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt, 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 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 9⁷/8% per annum and is payable semi-annually in arrears on June 15 and December 15.

The Notes were not redeemable prior to June 15, 2007. After June 15, 2007, the Company 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:

During the fourth quarter of 2008, the Company utilized approximately $4.1 million of cash on hand to retire $8.0 million of the Notes resulting in a net gain of approximately $3.7 million after considering non-cash debt extinguishment costs of $0.2 million.

During the second quarter of 2007, the Company utilized approximately $104.9 million of the proceeds from its initial public offering of common stock to retire $100.0 million of the Notes, paying a $4.9 million call premium to effect the retirement.

The Notes indenture contains negative and affirmative covenants and other requirements that are comparable to those contained in the Credit Facility. At December 31, 2008, the Company was in compliance with all such covenant requirements.

The Company's unamortized debt issuance costs approximated $7.4 million and $9.8 million at December 31, 2008 and 2007, respectively, and are included in other assets in the accompanying balance sheet. These amounts consist primarily of legal, accounting and other transaction advisory fees as well as facility fees paid to the lenders. The Company's unamortized discount on the Notes was $1.0 million and $1.2 million at December 31, 2008 and 2007, respectively, and the unamortized premium was $0.3 million and $0.4 million at December 31, 2008 and 2007, respectively. Debt issuance costs and the discount/premium on the Notes are amortized using the interest method over the terms of the underlying debt instruments to which these amounts relate. Amortization expense for these items

was approximately $2.5 million, $2.7 million and $4.3 million in 2008, 2007 and 2006, respectively, and is included in interest expense in the accompanying statement of operations. In addition, the Company incurred non-cash debt extinguishment costs of approximately $0.2 million, $2.5 million and $7.9 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Future maturities of the face value of long-term debt at December 31, 2008 are as follows:

TriMas leases certain equipment and plant facilities under non-cancelable operating leases. Rental expense for TriMas totaled approximately $15.7 million in 2008, $17.1 million in 2007 and $18.7 million in 2006.

Minimum payments for operating leases having initial or remaining non-cancelable lease terms in excess of one year at December 31, 2008, including approximately $2.4 million annually related to discontinued operations, are summarized below:

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 TriMas, 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 TriMas, 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. The Company estimates that its share of the clean-up costs will not exceed $500,000, for which the Company has 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. Based upon the Company's present knowledge and subject to future legal and factual developments, the Company does not believe that this matter will have a material adverse effect on its financial position, results of operations or cash flows.

As of December 31, 2008, the Company was a party to approximately 784 pending cases involving an aggregate of approximately 7,524 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 primarily in the petrochemical refining and exploration industries. The following chart summarizes the number of claimants, number of claims filed, number of claims dismissed, number of claims settled, the average settlement amount per claim and the total defense costs, excluding amounts reimbursed under the Company's primary insurance, at the applicable date and for the applicable periods:

In addition, the Company acquired various companies to distribute its products that had distributed gaskets of other manufacturers prior to acquisition. The Company believes that many of our pending cases relate to locations at which none of its gaskets were distributed or used.

The Company may be subjected to significant additional asbestos-related claims in the future, the cost of settling cases in which product identification can be made may increase, and the Company may be subjected to further claims in respect of the former activities of its acquired gasket distributors. The Company is 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. The large majority of claims do not specify the amount sought. Of the 7,524 claims pending at December 31, 2008, 193 set forth specific amounts of damages (other than those stating the statutory minimum or maximum). 156 of the 193 claims sought between $1.0 million and $5.0 million in total damages (which includes compensatory and punitive damages), 35 sought between $5.0 million and $10.0 million in total damages (which includes compensatory and punitive damages) and 2 sought over $10.0 million in total damages (which includes compensatory and punitive damages). Solely with respect to compensatory damages, 161 of the 193 claims sought between $50,000 and $600,000, 30 sought between $1.0 million and $5.0 million and 2

sought over $5.0 million. Solely with respect to punitive damages, 157 of the 193 claims sought between $0 and $2.5 million, 35 sought between $2.5 million and $5.0 million and 1 sought over $5.0 million. In addition, relatively few of the claims have reached the discovery stage and even fewer claims have gone past the discovery stage.

Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 20 years ago, have been approximately $5.2 million. All relief sought in the asbestos cases is monetary in nature. To date, approximately 50% of the Company's costs related to settlement and defense of asbestos litigation have been covered by its primary insurance. Effective February 14, 2006, the Company entered into a coverage-in-place agreement with its first level excess carriers regarding the coverage to be provided to the Company for asbestos-related claims when the primary insurance is exhausted. The coverage-in-place agreement makes coverage available to the Company that might otherwise be disputed by the carriers and provides a methodology for the administration of asbestos litigation defense and indemnity payments. The coverage in place agreement allocates payment responsibility among the primary carrier, excess carriers and the Company's subsidiary.

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 its potential liability. Based upon the Company's experience to date and other available information (including the availability of excess insurance), the Company does not believe that these cases will have a material adverse effect on its financial position and results of operations or cash flows.

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 its financial position and results of operations or cash flows.

In connection with the Company's reorganization in June 2002, TriMas assumed approximately $37.0 million of liabilities and obligations of Metaldyne Corporation ("Metaldyne"), mainly comprised of contractual obligations to former TriMas employees, tax related matters, benefit plan liabilities and reimbursements to Metaldyne for normal course payments made on TriMas' behalf. The remaining contractual obligations to Metaldyne of approximately $5.8 million and $6.0 million at December 31, 2008 and 2007, respectively, are classified as accrued liabilities in the accompanying consolidated balance sheet.

On January 11, 2007, Metaldyne merged into a subsidiary of Asahi Tec Corporation ("Asahi") whereby Metaldyne became a wholly-owned subsidiary of Asahi. In connection with the consummation of the merger, Metaldyne dividended the 4,825,587 shares of the Company's common stock that it owned on a pro rata basis to the holders of Metaldyne's common stock at the time of such dividend. As a result of the merger, Metaldyne and the Company are no longer related parties. In addition, as a result of the merger, it has been asserted that Metaldyne may be obligated to accelerate funding and payment of actuarially determined amounts owing to seven former Metaldyne executives under a supplemental executive retirement plan ("SERP"). Under the stock purchase agreement between Metaldyne and Heartland Industrial Partners ("Heartland"), TriMas is required to reimburse Metaldyne, when billed, for its allocated portion of the amounts due to certain Metaldyne SERP participants, as defined. At December 31, 2008, TriMas has accrued an estimated liability to Metaldyne on its reported balance sheet of approximately $4.7 million (included in the remaining $5.8 million of

contractual obligations above), However, if Metaldyne is required to accelerate funding of the SERP liability, TriMas may be obligated to reimburse Metaldyne up to approximately $7.1 million, which could result in future charges to the Company's statement of operations of up to $2.4 million. The Company continues to review the validity of these assertions.

Subject to certain limited exceptions, Metaldyne and TriMas retained separate liabilities associated with the respective businesses. Accordingly, the Company will indemnify and hold Metaldyne harmless from all liabilities associated with TriMas and its subsidiaries and the respective operations and assets, whenever conducted, and Metaldyne will indemnify and hold harmless Heartland and TriMas harmless from all liabilities associated with Metaldyne and its subsidiaries (excluding TriMas and its subsidiaries) and their respective operations and assets, whenever conducted. In addition, TriMas agreed with Metaldyne to indemnify one another for its allocated share (42.01% with respect to TriMas and 57.99% with respect to Metaldyne) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to other matters intended to effectuate other provisions of the agreement. These indemnification provisions survive indefinitely and are subject to a $50,000 deductible.

In connection with the Company's initial public offering of common stock in the second quarter of 2007, the Company paid Heartland $10.0 million to terminate its existing advisory services agreement, under which Heartland had provided services such as 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. The advisory services had been provided for an annual fee of $4.0 million plus expenses. During 2007 and 2006, Heartland was paid $2.1 million and $4.1 million, respectively, for fees and expenses under this agreement. Such amounts are included in selling, general and administrative expenses in the accompanying consolidated statement of operations. In 2008, Heartland did not receive any payments for fees arising from the advisory services agreement, but did receive reimbursement for expenses of approximately $0.1 million.

The Company sold fastener products to Metaldyne in the amount of approximately $0.1 million and $0.4 million for the years ended December 31, 2007 and 2006, respectively. The Company also sold fastener products to affiliates of a shareholder in the amount of approximately $6.1 million for the year ended December 31, 2006. These amounts are included in results of discontinued operations. See Note 5, "Discontinued Operations and Assets Held for Sale."

The Company provides a defined contribution profit sharing plan for the benefit of substantially all the Company's domestic salaried and non-union hourly employees. The plan contains both contributory and noncontributory profit sharing arrangements, as defined. Aggregate charges included in the accompanying statement of operations under this plan for both continuing and discontinued operations were approximately $3.4 million, $3.5 million and $3.8 million in 2008, 2007 and 2006, respectively. The Company's foreign and union hourly employees participate in defined benefit pension plans.

The Company provides postretirement medical and life insurance benefits, none of which are pre-funded, for certain of its active and retired employees.

Plan assets, expenses and obligations for pension and postretirement benefit plans disclosed herein include both continuing and discontinued operations.

Net periodic pension and postretirement benefit costs recorded in the Company's statement of operations for defined benefit pension plans and postretirement benefit plans include the following components:

In 2008, the Company's post-retirement benefit obligation decreased approximately $4.1 million due to amendments and/or curtailments of certain of the Company's plans, resulting in recognition of an approximate $1.6 million gain. In 2007, the Company settled its obligation outstanding under one of its postretirement benefit plans, resulting in the recognition of a previously deferred gain of approximately $0.2 million.

In 2007, the Company's Packaging segment recognized a non-cash defined benefit pension settlement loss of approximately $3.9 million related to a plan for certain employees previously located at a distribution facility in Canada that was closed in 1997. The closure of the facility resulted in a partial windup of the plan. However, Canadian law did not specify how to distribute surplus assets related to partial windups of benefit plans. This issue was recently resolved in the Canadian court system and, the Company's plan was approved by the Canadian regulatory authorities in November 2007, at which time the Company recorded the settlement loss.

The estimated net actuarial loss and prior service cost for the defined benefit pension and postretirement benefit plans that is expected to be amortized from accumulated other comprehensive income into net periodic benefit cost in 2009 is $0.02 million.

Actuarial valuations of the Company's defined benefit pension and postretirement plans were prepared as of December 31, 2008 and 2007, and September 30, 2006. Weighted-average assumptions

used in accounting for the U.S. defined benefit pension plans and postretirement benefit plans are as follows:

The Company historically utilized an above-median bond yield curve as the basis for its domestic discount rate for its pension and postretirement benefit plans. In 2008, the Company changed its basis for the discount rate from an above-median bond yield curve to a high-quality (Aa) corporate bond yield curve. Management believes this change removes the impact of including increased required corporate bond yields (potentially considered in the above-median curve) during the fourth quarter of 2008 resulting from the economic crisis that do not necessarily reflect the general trend in high-quality interest rates.

Actuarial valuations of the Company's non-U.S. defined benefit pension plans were prepared as of December 31, 2008 and 2007, and September 30, 2006. Weighted-average assumptions used in accounting for the non-U. S. defined benefit pension plans are as follows:

The following provides a reconciliation of the changes in the Company's defined benefit pension and postretirement benefit plans' projected benefit obligations and fair value of assets for each of the years ended December 31, 2008 and 2007 and the funded status as of December 31, 2008 and 2007:

		Pension Benefit						Postretirement Benefit

		2008			2007			2008			2007
		(dollars in thousands)
Changes in Projected Benefit Obligations
Benefit obligations at January 1		$	(27,780	)	$	(29,700	)	$	(6,880	)	$	(7,750	)
Service cost			(470	)		(710	)		(90	)		(110	)
Interest cost			(1,490	)		(2,070	)		(420	)		(520	)
Participant contributions			(50	)		(110	)		(50	)		(120	)
Actuarial gain (loss)			370			(2,460	)		910			930
Benefit payments			1,450			2,290			590			600
Curtailment/terminations			(150	)		—			4,110			—
Settlement payments			—			5,630			—			90
Change in foreign currency			3,620			(650	)		—			—

Projected benefit obligations at December 31		$	(24,500	)	$	(27,780	)	$	(1,830	)	$	(6,880	)

	Accumulated benefit obligations at December 31	$	(23,860	)	$	(26,800	)	$	(1,830	)	$	(6,880	)

		Pension Benefit						Postretirement Benefit

		2008			2007			2008			2007
		(dollars in thousands)
Changes in Plan Assets
Fair value of plan assets at January 1		$	21,010		$	23,650		$	—		$	—
Actual return on plan assets			(3,080	)		1,700			—			—
Employer contributions			2,040			2,270			540			480
Participant contributions			50			110			50			120
Benefit payments			(1,450	)		(2,290	)		(590	)		(600	)
Settlement payment			—			(5,630	)		—			—
Change in foreign currency			(3,460	)		1,200			—			—

	Fair value of plan assets at December 31	$	15,110		$	21,010		$	—		$	—

The assumptions regarding discount rates and expected return on plan assets can have a significant impact on amounts reported for benefit plans. A 25 basis point change in benefit obligation discount rates or 50 basis point change in expected return on plan assets would have the following affect:

The Company expects to make contributions of approximately $1.9 million to fund its pension plans and $0.6 million to fund its postretirement benefit payments during 2009.

The weighted average asset allocation of the Company's domestic and foreign pension plans' assets at December 31, 2008 and 2007 were as follows:

The Company's investment goal is to provide for capital growth with a moderate level of volatility by investing assets in targeted allocation ranges. The amounts allocated to equity securities typically comprise the largest percentage of the asset allocation as they are projected to have the greatest rate of return on a long-term basis. In the U.S., the Company invests the plan assets in a balanced portfolio of funds by investing up to 75% of the plan assets in equity securities and at least 25% in fixed income securities. The U.S. asset portfolio invests primarily in common stocks of U.S. companies with market capitalizations generally in excess of $1.0 billion. The Company's foreign plans generally seek to invest 50-60% of the plan assets in equity securities and 40-50% in fixed income securities. The December 31, 2008 value of the foreign plan assets are weighted more heavily toward debt securities due to the current economic downturn in the world's economy and markets and resulting decrease in value of the equity securities. At this point, the decision was made not to rebalance the portfolio to realign the value with the targeted allocation ranges. The expected long-term rate of return for both the domestic and foreign plans' total assets is based on the expected return of each of the above categories, weighted based on the target allocation for each class.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

The assumed health care cost trend rate used for purposes of calculating the Company's postretirement benefit obligation in 2008 was 8.5% for pre-65 plan participants and 10.5% for post-65 plan participants, decreasing to an ultimate rate in 2017 of 5.0%. A one-percentage point change in the assumed health care cost trend would have the following effects:

The TriMas Corporation 2006 Long Term Equity Incentive Plan (the "2006 Plan") provides for the issuance of equity-based incentives in various forms for up to an aggregate of 1,435,877 shares of the Company's common stock, of which up to 500,000 shares may be granted as incentive stock options. In general, stock options and stock appreciation rights have a fungible ratio of one-to-one (one granted option/appreciation right counts as one share against the aggregate available to issue), while other forms of equity grants, including restricted shares of common stock, have a fungible ratio of two-to-one.

During the second and third quarters of 2008, the Company granted 391,000 restricted shares of its common stock to certain employees, which vest ratably over three years from date of grant but are contingent upon certain service and performance conditions. Of the 391,000 restricted shares granted, 111,500 shares are subject to a service provision, where the only condition to the share vesting is that the employee remains with the Company for the vesting period. The remaining 279,500 shares granted are subject to both a service provision (same as above) and a performance provision. These shares vest in the same manner as the service provision grants only if the Company attains and/or exceeds a certain EBITDA target for the year ended December 31, 2008, or would otherwise be cancelled. The Company did not meet or exceed this EBITDA target, resulting in the cancellation of all outstanding restricted shares containing the performance provision.

In September 2007, the Company granted 390,610 restricted shares of its common stock to certain employees, which vest ratably over three years from date of grant, but were contingent upon certain service and performance conditions. Of the 390,610 shares granted, 145,750 shares were subject to a service provision, where the only condition to the share vesting was that the employee remained with the Company for the vesting period. The remaining 244,860 shares granted were subject to both a service provision (same as above) and a performance provision, where these shares would vest in the same manner as the service provision-only grants if the Company attained and/or exceeded a certain EBITDA target for the year ended December 31, 2007, or would otherwise be cancelled. The Company did not meet or exceed this EBITDA target, resulting in the cancelation of all outstanding restricted shares containing the performance provision.

The Company recognized approximately $0.9 million and $0.3 million of stock-based compensation expense related to the 2006 Plan during the year ended December 31, 2008 and 2007, respectively. As of December 31, 2008, the Company had $0.7 million of unrecognized compensation cost related to grants outstanding under the 2006 Plan that is expected to be recorded over a weighted average period of 1.4 years.

The TriMas Corporation 2002 Long Term Equity Incentive Plan (the "2002 Plan") provides for the issuance of equity-based incentives in various forms, of which a total of 1,786,123 stock options have been approved for issuance under the 2002 Plan. As of December 31, 2008, the Company has 1,596,213 stock options outstanding, each of which may be used to purchase one share of the Company's common stock. The options have a 10-year life and the exercise prices range from $20 to $23. 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 2002 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 2002 Plan, one half of the vested options became exercisable 180 days following such public equity offering (November 14, 2007), and the other one half of vested options become exercisable on the first anniversary following consummation of the public offering (May 14, 2008). As of December 31, 2008, 1,318,408 stock options were exercisable under the 2002 Plan.

The fair values of options granted in 2007 and 2006 under the Plan were estimated using the Black-Scholes option pricing model using the following weighted average assumptions: expected life of 6 years, risk-free interest rate of 4.7%, and expected volatility of 30%. During 2007 and 2006, 5,018 and 73,600 options were issued by the Company. The weighted average fair value of stock options at the date of grant was $3.34 for options granted in both 2007 and 2006.

The Company recognized stock-based compensation expense related to 2002 Plan of approximately $0.1 million, $0.2 million and $1.3 million for the years ended December 31, 2008, 2007 and 2006, respectively. The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying statement of operations. The fair value of options which vested during the years ended December 31, 2008, 2007 and 2006 was $0.7 million, $0.7 million and $0.6 million, respectively. As of December 31, 2008, the Company had $0.1 million of unrecognized compensation cost related to stock options that is expected to be recorded over a weighted average period of 1.4 years.

A summary of the status of the Company's stock options as of December 31, 2008, and changes during the year then ended, is presented below:

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. Effective April 1, 2009, the Company realigned its reportable segments as a result of its recent management reporting and business consolidation changes. The Company previously reported under five segments: Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products and Recreational Accessories. Following the realignment, the Company reports the following five segments: Packaging, Energy, Aerospace & Defense, Engineered Components, and Cequent. Segment information included in all notes has been revised to conform to this current structure and presentation.

TriMas groups its operating segments into five reportable segments, 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.

Packaging—Steel and plastic closure caps, drum enclosures, rings and levers, and dispensing systems for industrial and consumer markets.

Energy—Engines, engine replacement parts and other well site products for the oil and gas industry as well as metallic and non-metallic industrial gaskets and fasteners for the petroleum refining, petrochemical and other industrial markets.

Aerospace & Defense—Highly engineered specialty fasteners and screws for the commercial and military aerospace industries and specialty ordnance components for the defense industry.

Engineered Components—High-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases, specialty fasteners for the automotive industry, spinal and trauma implant products for the medical industry, and specialty precision tools such as center drills, cutters, end mills, reamers and punches.

Cequent—Custom-engineered towing, trailering and electrical products including trailer couplers, winches, jacks, trailer brakes and brake control solutions, lighting accessories and roof racks for the recreational vehicle, agricultural/utility, marine, automotive and commercial trailer markets, functional vehicle accessories and cargo management solutions including vehicle hitches and receivers, sway controls, weight distribution and fifth-wheel hitches, hitch-mounted accessories, and other accessory components.

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 and non-cash losses on sale-leaseback of property and equipment. For purposes of this Note, the Company defines operating net assets as total assets less current liabilities.

		Year ended December 31,

		2008			2007			2006
		(dollars in thousands)
Net Sales
Packaging		$	161,330		$	151,950		$	143,780
Energy			213,750			163,470			156,990
Aerospace & Defense			95,300			79,550			65,540
Engineered Components			126,530			125,080			109,870
Cequent			424,390			483,020			472,160

	Total	$	1,021,300		$	1,003,070		$	948,340

Impairment Charges
Packaging		$	62,490		$	—		$	—
Energy			—			—			—
Aerospace & Defense			—			—			—
Engineered Components			24,790			—			—
Cequent			85,440			174,580			117,010

	Total	$	172,720		$	174,580		$	117,010

Operating Profit (Loss)
Packaging		$	(31,200	)	$	26,880		$	31,220
Energy			32,740			22,860			22,790
Aerospace & Defense			31,850			23,190			19,380
Engineered Components			(12,180	)		18,580			16,820
Cequent			(75,430	)		(145,430	)		(84,560	)
Corporate expenses and management fees			(22,160	)		(40,730	)		(24,450	)

	Total	$	(76,380	)	$	(94,650	)	$	(18,800	)

Capital Expenditures
Packaging		$	5,890		$	14,340		$	7,670
Energy			5,100			5,590			3,380
Aerospace & Defense			5,720			6,110			1,490
Engineered Components			6,870			10,000			2,680
Cequent			5,010			11,450			6,520
Corporate			100			120			80

	Total	$	28,690		$	47,610		$	21,820

			Year ended December 31,

			2008			2007			2006
			(dollars in thousands)
Depreciation and Amortization
Packaging			$	13,780		$	11,840		$	10,590
Energy				2,790			2,470			2,290
Aerospace & Defense				1,960			1,530			1,500
Engineered Components				4,040			3,520			2,970
Cequent				18,410			19,530			18,090
Corporate				100			170			330

	Total		$	41,080		$	39,060		$	35,770

Operating Net Assets
Packaging			$	271,780		$	355,460		$	361,230
Energy				118,440			100,880			90,340
Aerospace & Defense				77,880			76,910			72,920
Engineered Components				50,750			64,580			41,190
Cequent				224,940			329,110			505,040
Corporate				(28,280	)		(42,480	)		(14,900	)

	Subtotal from continuing operations			715,510			884,460			1,055,820
Discontinued operations				24,860			40,000			24,580

		Total operating net assets		740,370			924,460			1,080,400

		Current liabilities		189,850			203,530			205,660

		Consolidated assets	$	930,220		$	1,127,990		$	1,286,060

Adjusted EBITDA
Packaging			$	45,030		$	38,840		$	41,600
Energy				35,430			25,430			25,070
Aerospace & Defense				33,810			24,790			20,890
Engineered Components				16,720			22,080			19,800
Cequent				28,310			47,960			50,590
Corporate expenses and management fees				(20,280	)		(43,980	)		(28,110	)

	Subtotal from continuing operations			139,020			115,120			129,840
Discontinued operations				(2,660	)		7,720			(7,150	)

		Total	$	136,360		$	122,840		$	122,690

		Year ended December 31,

		2008			2007			2006
		(dollars in thousands)
Net loss		$	(136,190	)	$	(158,430	)	$	(128,910	)
	Income tax expense (benefit)(a)		(12,610	)		(10,410	)		(6,520	)
	Interest expense(b)		55,920			68,310			79,060
	Debt extinguishment costs		140			7,440			8,610
	Change in asset retirement obligation of discontinued operations		—			—			(550	)
	Impairment of property and equipment(c)		500			3,370			15,760
	Impairment of goodwill and indefinite-lived intangible assets(d)		184,530			171,210			116,500
	Depreciation and amortization(e)		44,070			41,350			38,740

Adjusted EBITDA, total company		$	136,360		$	122,840		$	122,690
	Adjusted EBITDA, discontinued operations		(2,660	)		7,720			(7,150	)

Adjusted EBITDA, continuing operations		$	139,020		$	115,120		$	129,840

(a): Includes addback of income tax benefit (expense) of approximately $10.5 million, $(2.7) million and $7.3 million recorded in 2008, 2007 and 2006, respectively, related to discontinued operations. See Note 5, "Discontinued Operations and Assets Held for Sale" to the financial statements attached hereto for further information.
(b): Includes interest expense related to discontinued operations in the amount of $0.2 million in 2008.
(c): Includes asset impairments related to continuing operations of approximately $0.5 million, $3.4 million and $0.5 million in 2008, 2007 and 2006, respectively. Also includes impairment charges of $15.3 million in 2006 related to our industrial fastening business which is reported as discontinued operations.
(d): Includes goodwill and indefinite-lived intangible asset impairment charges of $172.2 million in our Packaging , Engineered Components, and Cequent segments in 2008 and $171.2 million and $116.5 million in our Cequent segment in 2007 and 2006.
(e): Includes depreciation and amortization related to discontinued operations in the amounts of $5.4 million, $2.3 million and $2.8 million in 2008, 2007 and 2006, respectively.

The following table presents the Company's 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. Other than Australia, there was no single non-U.S. country for which revenue and net assets were material to the combined revenues and net assets of the Company taken as a whole.

		As of December 31,

		2008				2007					2006
		Sales		Operating Net Assets		Sales		Operating Net Assets			Sales		Operating Net Assets
		(dollars in thousands)
Non-U.S.
	Europe	$	59,840	$	60,770	$	61,080	$	96,700		$	53,670	$	90,520
	Australia		65,740		19,540		59,150		28,220			55,140		34,330
	Asia		2,260		19,120		9,430		13,240			4,850		6,090
	South America		—		10		—		(120	)		—		170
	Other North America		41,830		14,510		45,580		31,900			42,570		67,480

Total non-U.S			169,670		113,950		175,240		169,940			156,230		198,590
U.S.
	Continuing operations		851,630		601,560		827,830		714,520			792,110		857,200
	Discontinued operations(a)		—		24,860		—		40,000			—		24,610

Total U.S.			851,630		626,420		827,830		754,520			792,110		881,810

Total Company		$	1,021,300	$	740,370	$	1,003,070	$	924,460		$	948,340	$	1,080,400

The Company's export sales approximated $122.2 million, $121.5 million and $109.7 million in 2008, 2007 and 2006, respectively.

		Year ended December 31,

		2008			2007			2006
		(dollars in thousands)
Income (loss) from continuing operations before income tax expense:
Domestic		$	(98,570	)	$	(180,920	)	$	(126,860	)
Foreign			(32,100	)		6,640			16,240

	Loss from continuing operations before income tax expense	$	(130,670	)	$	(174,280	)	$	(110,620	)

Current income tax expense (benefit) from continuing operations:
Federal		$	450		$	(40	)	$	(680	)
State and local			1,270			(1,120	)		1,200
Foreign			6,120			4,270			4,360
Deferred benefit:
Federal			(7,430	)		(13,690	)		(4,220	)
Foreign			(2,490	)		(2,500	)		150

	Income tax expense (benefit) from continuing operations	$	(2,080	)	$	(13,080	)	$	810

		2008			2007

		(dollars in thousands)
Deferred tax assets:
Inventories		$	6,230		$	5,750
Accounts receivable			1,750			1,450
Accrued liabilities and other long-term liabilities			25,550			27,610
Tax loss and credit carryforwards			36,010			42,340

Gross deferred tax asset			69,540			77,150
Valuation allowances			(4,240	)		(7,580	)

	Net deferred tax asset		65,300			69,570

Deferred tax liabilities:
Property and equipment			(20,570	)		(15,780	)
Intangible assets			(79,030	)		(107,220	)
Other, principally prepaid expenses			(380	)		(990	)

	Gross deferred tax liability		(99,980	)		(123,990	)

	Net deferred tax liability	$	(34,680	)	$	(54,420	)

As of December 31, 2008 and 2007, net deferred taxes are classified in the accompanying balance sheet as follows:

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

	2008			2007			2006

U.S. federal statutory rate		35	%		35	%		35	%
Tax at U.S. federal statutory rate	$	(45,730	)	$	(61,000	)	$	(38,710	)
State and local taxes, net of federal tax benefit		1,500			(690	)		(610	)
Differences in effective foreign tax rates		(680	)		(780	)		(1,460	)
Change in tax rate/law		—			(1,370	)		—
Extraterritorial income exclusion		—			—			(540	)
Goodwill impairment		43,920			49,630			39,690
Controlled foreign corporation income		2,290			—			—
Non-deductible expenses		350			460			290
Valuation allowance		(2,870	)		1,040			1,900
Other, net		(860	)		(370	)		250

Income tax expense (benefit)	$	(2,080	)	$	(13,080	)	$	810

As of December 31, 2008, the Company has unused U.S. net operating loss ("NOL") carryforwards and a capital loss carryforward of approximately $81.7 million and $5.9 million, respectively. The NOL carryforwards will expire between the years of 2022 and 2028. The capital loss carryforward will expire in the year 2011. In addition, the Company has recorded a deferred tax asset of $6.0 million in relation to various state operating loss carryforwards that expire over a variety of dates through 2028.

The Company has recorded net valuation allowances against certain deferred tax assets of $4.2 and $7.6 million as of December 31, 2008 and 2007, respectively. During 2008, additional evidence became available which resulted in the release of valuation allowances in the amount of $3.6 million related to certain tax loss carryforwards. The Company determines valuation allowances in accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes," which requires an assessment of positive and negative evidence when measuring the need for a valuation allowance, on a jurisdiction-by-jurisdiction basis.

During 2007, several tax jurisdictions in which the Company does business reduced its tax rate and/or changed its tax law. Accordingly, the Company reduced its net deferred income tax liabilities in those jurisdictions to reflect the lower tax rates, resulting in a decrease to consolidated income tax expense. In addition, the Company recorded a tax benefit associated with the findings of a Texas tax court in which throwback sales were deemed unconstitutional. The Company's tax benefit associated with the change in tax rates and/or tax law during 2007 is approximately $1.4 million.

In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of December 31, 2008, the Company has not made a provision for U.S. or additional foreign withholding taxes on approximately $115.6 million of the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. Generally, such amounts become subject to U.S. taxation upon remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.

The Company had approximately $7.6 million and $8.1 million of gross UTB's as of December 31, 2008 and 2007, respectively. After reductions for federal and state income tax benefits, the Company had net UTB's of $6.6 million and $7.0 million, respectively. The Company has approximately $4.1 million of UTB's that, if recognized, would not impact the effective tax rate.

A reconciliation of the change in the UTB balance from December 31, 2007 to December 31, 2008 is as follows (in thousands):

		Federal, State, and Foreign			Accrued Interest & Penalties			Unrecognized Gross Income Tax Benefits			Deferred Federal and State Income Tax Benefits			Unrecognized Income Tax Benefits, Net of Deferred Federal and State Benefits

Balance at January 1, 2007		$	6,610		$	1,080		$	7,690		$	(970	)	$	6,720
Tax positions related to current year:
	Additions		310			50			360			(60	)		300
Tax positions related to prior years:
	Additions		80			340			420			(160	)		260
	Reductions		(140	)		(40	)		(180	)		60			(120	)
Settlements			—			—			—			—			—
Lapses in the statutes of limitations			(120	)		(30	)		(150	)		10			(140	)

Balance at December 31, 2007		$	6,740		$	1,400		$	8,140		$	(1,120	)	$	7,020

Tax positions related to current year:
	Additions		30			10			40			—			40
Tax positions related to prior years:
	Additions		40			20			60			(20	)		40
	Reductions		(370	)		(60	)		(430	)		110			(320	)
Settlements			(50	)		(50	)		(100	)		30			(70	)
Lapses in the statutes of limitations			(100	)		(60	)		(160	)		50			(110	)

Balance at December 31, 2008		$	6,290		$	1,260		$	7,550		$	(950	)	$	6,600

Less: Tax attributable to timing items included above			—			—			—			—			—
Less: UTB's included above that would impact goodwill if recognized			(4,110	)		—			(4,110	)		—			(4,110	)

Total UTB's that, if recognized, would impact the effective income tax rate as of December 31, 2008		$	2,180		$	1,260		$	3,440		$	(950	)	$	2,490

The Company can be subject to U.S. Federal income tax examinations for tax years 2002 through 2008, and non-U.S. income tax examinations for years 2002 through 2008. In addition, the Company is subject to state and local income tax examinations for the tax years 2002 through 2008. There are currently one state and five foreign income tax examinations in process. The Company does not believe that the results of these examinations will have a significant impact on the Company's tax position or its effective tax rate.

Management monitors changes in tax statutes and regulations and the issuance of judicial decisions to determine the potential impact to uncertain income tax positions. As of December 31, 2008, management of the Company is not aware of and does not anticipate any material subsequent events that could have a significant impact on the UTB balance during the next twelve months.

Upon the adoption of SFAS No. 141(R) on January 1, 2009, the UTB's of $4.1 million shown in the table above would impact earnings if recognized.

			As of December 31, 2008

			First Quarter		Second Quarter			Third Quarter		Fourth Quarter
			(unaudited, dollars in thousands)
Net Sales			$	264,590	$	282,840		$	260,730	$	213,140
Gross Profit				69,930		76,020			68,630		48,600
Income (loss) from continuing operations				7,610		9,690			8,060		(153,950	)
Income from discontinued operations, net of income taxes				260		(240	)		260		(7,880	)
Net income (loss)				7,870		9,450			8,320		(161,830	)
Earnings (loss) per share—basic:
	Continuing operations		$	0.22	$	0.29		$	0.24	$	(4.60	)
	Discontinued operations, net of income tax benefit			0.01		(0.01	)		0.01		(0.24	)

		Net income (loss) per share	$	0.23	$	0.28		$	0.25	$	(4.84	)

Weighted average shares—basic				33,409,500		33,409,500			33,420,560		33,450,444

Earnings (loss) per share—diluted:
	Continuing operations		$	0.22	$	0.29		$	0.24	$	(4.60	)
	Discontinued operations, net of income tax benefit			0.01		(0.01	)		0.01		(0.24	)

		Net income (loss) per share	$	0.23	$	0.28		$	0.25	$	(4.84	)

Weighted average shares—diluted				33,551,645		33,642,907			33,469,027		33,450,444

			As of December 31, 2007

			First Quarter			Second Quarter			Third Quarter		Fourth Quarter
			(unaudited, dollars in thousands)
Net Sales			$	268,130		$	270,340		$	242,530	$	222,070
Gross Profit				74,360			75,110			66,160		57,930
Income (loss) from continuing operations				7,300			(4,500	)		4,780		(168,780	)
Income from discontinued operations, net
	of income taxes			(250	)		1,310			1,800		(90	)
Net income (loss)				7,050			(3,190	)		6,580		(168,870	)
Earnings (loss) per share—basic:
	Continuing operations		$	0.35		$	(0.17	)	$	0.15	$	(5.05	)
	Discontinued operations, net of income tax benefit			(0.01	)		0.05			0.05		—

		Net income (loss) per share	$	0.34		$	(0.12	)	$	0.20	$	(5.05	)

Weighted average shares—basic				20,759,500			26,223,236			33,409,500		33,409,500

Earnings (loss) per share—diluted:
	Continuing operations		$	0.35		$	(0.17	)	$	0.15	$	(5.05	)
	Discontinued operations, net of income tax benefit			(0.01	)		0.05			0.05		—

		Net income (loss) per share	$	0.34		$	(0.12	)	$	0.20	$	(5.05	)

Weighted average shares—diluted				20,759,500			26,223,236			33,409,500		33,409,500

In March 2009, the Company announced plans to close its manufacturing facility in Mosinee, Wisconsin by the third quarter of 2009, moving production and distribution functions currently in Mosinee to lower-cost manufacturing facilities or to its third-party sourcing partners. In connection with this action, the Company expects to record cash and non-cash charges during 2009 related to closure and move costs, employee severance benefits, impairment of machinery and equipment that will no longer be utilized and unrecoverable future lease obligations for the leased manufacturing facility that will cease to be used following completion of the plant closure.

In February 2009, the Company completed the renewal of its receivables securitization facility. Key terms of the renewal include a customary 364-day term, committed funding of up to $55.0 million and a cost of funds under the facility equal to a commercial paper-based rate plus a usage fee of 4.5%.

In January 2009, the Company entered into two new interest rate swap agreements to fix the LIBOR-based variable portion of its interest rate on $75.0 million notional amount of its term loan facility at 1.39% and $125 million notional amount of its term loan facility at 1.91%. The $75.0 million notional amount interest rate swap commences in January 2009 and extends through January 2011. The $125.0 million notional amount interest rate swap commences in October 2009 and extends through July 2011. These interest rate swaps are designated as cash flow hedges under SFAS No. 133. The Company believes these cash flow hedges are "effective" as defined in SFAS No. 133, as changes in the cash flows of the interest rate swaps are expected to exactly offset the changes in the cash flows of variable rate debt attributable to fluctuations in the LIBOR.

During the first quarter of 2009, the Company acquired $28.7 million face value of its Notes in open market purchase transactions at various rates for $14.5 million.

23. Supplemental Guarantor Condensed Combining and Consolidating Financial Statements

Under an indenture dated June 6, 2002, TriMas Corporation, the parent company ("Parent"), issued 9⁷/8% senior subordinated notes due 2012 in a total principal amount of $437.8 million (face value), of which $8.0 million was subsequently retired in the fourth quarter of 2008 as a result of Notes repurchased with cash on hand and $100.0 million was subsequently retired in the second quarter of 2007 in connection with the Company's initial public offering. The remaining outstanding 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 guarantee is 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, consolidating financial information is presented using 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.

23. Supplemental Guarantor Condensed Combining and Consolidating Financial Statements (Continued)

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

				December 31, 2008

				Parent		Guarantor		Non-Guarantor		Eliminations			Consolidated Total
			Assets
Current assets:
	Cash and cash equivalents			$	—	$	340	$	3,570	$	—		$	3,910
	Trade receivables, net				—		91,300		13,460		—			104,760
	Receivables, intercompany				—		—		4,090		(4,090	)		—
	Inventories				—		165,590		23,360		—			188,950
	Deferred income taxes				—		16,250		720		—			16,970
	Prepaid expenses and other current assets				—		6,280		1,150		—			7,430
	Assets of discontinued operations held for sale				—		26,200		—		—			26,200

		Total current assets			—		305,960		46,350		(4,090	)		348,220
Investments in subsidiaries					369,410		96,240		—		(465,650	)		—
Property and equipment, net					—		133,150		48,420		—			181,570
Goodwill					—		157,360		44,920		—			202,280
Intangibles and other assets					16,020		189,140		3,930		(10,940	)		198,150

		Total assets		$	385,430	$	881,850	$	143,620	$	(480,680	)	$	930,220

Liabilities and Shareholders' Equity
Current liabilities:
	Current maturities, long-term debt			$	—	$	4,960	$	5,400	$	—		$	10,360
	Accounts payable, trade				—		95,240		16,570		—			111,810
	Accounts payable, intercompany				—		4,090		—		(4,090	)		—
	Accrued liabilities				1,390		57,320		7,630		—			66,340
	Liabilities of discontinued operations				—		1,340		—		—			1,340

		Total current liabilities			1,390		162,950		29,600		(4,090	)		189,850
Long-term debt					329,140		258,070		12,370		—			599,580
Deferred income taxes					—		58,610		3,980		(10,940	)		51,650
Other long-term liabilities					—		32,810		1,430		—			34,240

		Total liabilities			330,530		512,440		47,380		(15,030	)		875,320

		Total shareholders' equity			54,900		369,410		96,240		(465,650	)		54,900

		Total liabilities and shareholders' equity		$	385,430	$	881,850	$	143,620	$	(480,680	)	$	930,220

23. Supplemental Guarantor Condensed Combining and Consolidating Financial Statements (Continued)

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

			December 31, 2007

			Parent		Guarantor		Non-Guarantor		Eliminations			Consolidated Total
Assets
Current assets:
	Cash and cash equivalents		$	—	$	550	$	4,250	$	—		$	4,800
	Trade receivables, net			—		69,760		19,610		—			89,370
	Receivables, intercompany			—		—		1,700		(1,700	)		—
	Inventories			—		154,000		27,790		—			181,790
	Deferred income taxes			—		17,960		900		—			18,860
	Prepaid expenses and other current assets			—		5,870		1,140		—			7,010
	Assets of discontinued operations held for sale			—		41,450		—		—			41,450

		Total current assets		—		289,590		55,390		(1,700	)		343,280
Investments in subsidiaries				528,420		139,880		—		(668,300	)		—
Property and equipment, net				—		131,300		55,540		—			186,840
Goodwill				—		282,070		85,350		—			367,420
Intangibles and other assets				18,430		219,310		4,430		(11,720	)		230,450

		Total assets	$	546,850	$	1,062,150	$	200,710	$	(681,720	)	$	1,127,990

Liabilities and Shareholders' Equity
Current liabilities:
	Current maturities, long-term debt		$	—	$	3,300	$	5,090	$	—		$	8,390
	Accounts payable, trade			—		102,920		18,940		—			121,860
	Accounts payable, intercompany			—		1,700		—		(1,700	)		—
	Accrued liabilities			1,390		58,820		11,620					71,830
	Liabilities of discontinued operations			—		1,450		—		—			1,450

		Total current liabilities		1,390		168,190		35,650		(1,700	)		203,530
Long-term debt				336,970		254,210		16,420		—			607,600
Deferred income taxes				—		77,890		7,110		(11,720	)		73,280
Other long-term liabilities				—		33,440		1,650		—			35,090

		Total liabilities		338,360		533,730		60,830		(13,420	)		919,500

		Total shareholders' equity		208,490		528,420		139,880		(668,300	)		208,490

		Total liabilities and shareholders' equity	$	546,850	$	1,062,150	$	200,710	$	(681,720	)	$	1,127,990

23. Supplemental Guarantor Condensed Combining and Consolidating Financial Statements (Continued)

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

		Year ended December 31, 2008

		Parent			Guarantor			Non-Guarantor			Eliminations			Total
Net sales		$	—		$	828,420		$	237,780		$	(44,900	)	$	1,021,300
Cost of sales			—			(612,920	)		(190,100	)		44,900			(758,120	)

	Gross profit		—			215,500			47,680			—			263,180
Selling, general and administrative expenses			—			(143,040	)		(23,460	)		—			(166,500	)
Gain (loss) on dispositions of property and equipment			—			(590	)		250			—			(340	)
Impairment of assets			—			(500	)		—			—			(500	)
Impairment of goodwill and indefinite-lived intangible assets			—			(123,510	)		(48,710	)		—			(172,220	)

	Operating loss		—			(52,140	)		(24,240	)		—			(76,380	)
Other expense, net:
	Interest expense		(34,990	)		(19,090	)		(1,660	)		—			(55,740	)
	Gain (loss) on extinguishment of debt		3,740			—			—			—			3,740
	Other, net		—			2,910			(5,200	)		—			(2,290	)

Loss before income tax (expense) benefit and equity in net loss of subsidiaries			(31,250	)		(68,320	)		(31,100	)		—			(130,670	)
Income tax (expense) benefit			10,940			(5,950	)		(2,910	)		—			2,080
Equity in net loss of subsidiaries			(115,880	)		(34,010	)		—			149,890			—

Income (loss) from continuing operations			(136,190	)		(108,280	)		(34,010	)		149,890			(128,590	)
Income from discontinued operations			—			(7,600	)		—			—			(7,600	)

Net income (loss)		$	(136,190	)	$	(115,880	)	$	(34,010	)	$	149,890		$	(136,190	)

23. Supplemental Guarantor Condensed Combining and Consolidating Financial Statements (Continued)

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

		Year ended December 31, 2007

		Parent			Guarantor			Non-Guarantor			Eliminations			Total
Net sales		$	—		$	818,320		$	237,760		$	(53,010	)	$	1,003,070
Cost of sales			—			(589,720	)		(192,800	)		53,010			(729,510	)

	Gross profit		—			228,600			44,960			—			273,560
Selling, general and administrative expenses			—			(145,810	)		(28,000	)		—			(173,810	)
Advisory services agreement termination fee			—			(10,000	)		—			—			(10,000	)
Costs for early termination of operating leases			—			(4,230	)		—			—			(4,230	)
Settlement of Canadian benefit plan liability			—			—			(3,870	)		—			(3,870	)
Gain (loss) on dispositions of property and equipment			—			(3,150	)		1,430			—			(1,720	)
Impairment of assets			—			—			(3,370	)		—			(3,370	)
Impairment of goodwill and indefinite-lived intangible assets			—			(154,840	)		(16,370	)		—			(171,210	)

	Operating loss		—			(89,430	)		(5,220	)		—			(94,650	)
Other expense, net:
	Interest expense		(38,710	)		(26,740	)		(2,860	)		—			(68,310	)
	Debt extinguishment costs		(7,440	)		—			—			—			(7,440	)
	Other, net		3,530			(5,990	)		(1,420	)		—			(3,880	)

Loss before income tax (expense) benefit and equity in net loss of subsidiaries			(42,620	)		(122,160	)		(9,500	)		—			(174,280	)
Income tax (expense) benefit			11,710			2,370			(1,000	)		—			13,080
Equity in net loss of subsidiaries			(127,520	)		(10,500	)		—			138,020			—

Income (loss) from continuing operations			(158,430	)		(130,290	)		(10,500	)		138,020			(161,200	)
Income from discontinued operations			—			2,770			—			—			2,770

Net income (loss)		$	(158,430	)	$	(127,520	)	$	(10,500	)	$	138,020		$	(158,430	)

23. Supplemental Guarantor Condensed Combining and Consolidating Financial Statements (Continued)

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

		Year ended December 31, 2006

		Parent			Guarantor			Non-Guarantor			Eliminations			Total
Net sales		$	—		$	810,810		$	185,240		$	(47,710	)	$	948,340
Cost of sales			—			(593,060	)		(147,190	)		47,710			(692,540	)

	Gross profit		—			217,750			38,050			—			255,800
Selling, general and administrative expenses			—			(136,220	)		(20,820	)		—			(157,040	)
Loss on dispositions of property and equipment			—			(490	)		(60	)		—			(550	)
Impairment of assets			—			(510	)		—			—			(510	)
Impairment of goodwill			—			(116,500	)		—			—			(116,500	)

	Operating profit		—			(35,970	)		17,170			—			(18,800	)
Other income (expense), net:
	Interest expense		(43,010	)		(31,990	)		(4,060	)		—			(79,060	)
	Debt extinguishment costs		—			(8,610	)		—			—			(8,610	)
	Other, net		30			(4,010	)		(170	)		—			(4,150	)

Income (loss) before income tax (expense) benefit and equity in net income (loss) of subsidiaries			(42,980	)		(80,580	)		12,940			—			(110,620	)
Income tax (expense) benefit			15,250			(12,720	)		(3,340	)		—			(810	)
Equity in net income (loss) of subsidiaries			(101,180	)		9,600			—			91,580			—

Income (loss) from continuing operations			(128,910	)		(83,700	)		9,600			91,580			(111,430	)
Loss from discontinued operations			—			(17,480	)		—			—			(17,480	)

Net income (loss)		$	(128,910	)	$	(101,180	)	$	9,600		$	91,580		$	(128,910	)

23. Supplemental Guarantor Condensed Combining and Consolidating Financial Statements (Continued)

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

				For the Year Ended December 31, 2008

				Parent			Guarantor			Non-Guarantor			Eliminations		Total
Cash Flows from Operating Activities:
	Net cash provided by (used for) operating activities			$	(33,340	)	$	43,440		$	21,070		$	—	$	31,170

Cash Flows from Investing Activities:
	Capital expenditures				—			(22,990	)		(6,180	)		—		(29,170	)
	Acquisition of businesses, net of cash acquired				—			(3,790	)		(2,860	)		—		(6,650	)
	Net proceeds from disposition of businesses and other assets				—			490			1,950			—		2,440

			Net cash used for investing activities		—			(26,290	)		(7,090	)		—		(33,380	)

Cash Flows from Financing Activities:
	Repayments of borrowings on senior credit facilities				—			(2,600	)		(2,470	)		—		(5,070	)
	Proceeds from borrowings on term loan facilities				—			—			490			—		490
	Proceeds from borrowings on revolving credit facilities				—			568,640			8,350			—		576,990
	Repayments of borrowings on revolving credit facilities				—			(560,500	)		(6,470	)		—		(566,970	)
	Retirement of senior subordinated notes				(4,120	)		—			—			—		(4,120	)
	Intercompany transfers (to) from subsidiaries				37,460			(22,900	)		(14,560	)		—		—

			Net cash provided by (used for) financing activities		33,340			(17,360	)		(14,660	)		—		1,320

Cash and Cash Equivalents:
	Increase for the period				—			(210	)		(680	)		—		(890	)
		At beginning of period			—			550			4,250			—		4,800

		At end of period		$	—		$	340		$	3,570		$	—	$	3,910

23. Supplemental Guarantor Condensed Combining and Consolidating Financial Statements (Continued)

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

				For the Year Ended December 31, 2007

				Parent			Guarantor			Non-Guarantor			Eliminations		Total
Cash Flows from Operating Activities:
	Net cash provided by (used for) operating activities			$	(38,570	)	$	82,730		$	20,810		$	—	$	64,970

Cash Flows from Investing Activities:
	Capital expenditures				—			(26,610	)		(8,120	)		—		(34,730	)
	Acquisition of leased assets				—			(29,960	)		—			—		(29,960	)
	Acquisition of businesses, net of cash acquired				—			(13,540	)		—			—		(13,540	)
	Net proceeds from disposition of businesses and other assets				—			9,320			—			—		9,320

			Net cash used for investing activities		—			(60,790	)		(8,120	)		—		(68,910	)

Cash Flows from Financing Activities:
	Proceeds from sale of common stock in connection with the Company's initial public offering, net of issuance costs				126,460			—			—			—		126,460
	Repayments of borrowings on senior credit facilities				—			(2,600	)		(2,340	)		—		(4,940	)
	Proceeds from borrowings on revolving credit facilities				—			498,590			9,950			—		508,540
	Repayments of borrowings on revolving credit facilities				—			(512,630	)		(12,290	)		—		(524,920	)
	Retirement of senior subordinated notes				(100,000	)		—			—			—		(100,000	)
	Intercompany transfers (to) from subsidiaries				12,110			(5,210	)		(6,900	)		—		—

			Net cash provided by (used for) financing activities		38,570			(21,850	)		(11,580	)		—		5,140

Cash and Cash Equivalents:
	Increase for the period							90			1,110			—		1,200
		At beginning of period			—			460			3,140			—		3,600

		At end of period		$	—		$	550		$	4,250		$	—	$	4,800

23. Supplemental Guarantor Condensed Combining and Consolidating Financial Statements (Continued)

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

				For the Year Ended December 31, 2006

				Parent			Guarantor			Non-Guarantor			Eliminations		Total
Cash Flows from Operating Activities:
	Net cash provided by (used for) operating activities			$	(43,230	)	$	37,880		$	21,230		$	—	$	15,880

Cash Flows from Investing Activities:
	Capital expenditures				—			(15,180	)		(7,300	)		—		(22,480	)
	Acquisition of leased assets				—			(7,360	)		—			—		(7,360	)
	Net proceeds from disposition of businesses and other assets				—			7,680			—			—		7,680

			Net cash used for investing activities		—			(14,860	)		(7,300	)		—		(22,160	)

Cash Flows from Financing Activities:
	Repayments of borrowings on senior credit facilities				—			(256,900	)		(510	)		—		(257,410	)
	Proceeds from borrowings on term loan facilities				—			260,000			—			—		260,000
	Proceeds from borrowings on revolving credit facilities				—			683,270			5,600			—		688,870
	Repayments of borrowings on revolving credit facilities				—			(672,600	)		(10,550	)		—		(683,150	)
	Debt issuance costs				—			(2,160	)		—			—		(2,160	)
	Intercompany transfers (to) from subsidiaries				43,230			(34,420	)		(8,810	)		—		—

			Net cash provided by (used for) financing activities		43,230			(22,810	)		(14,270	)		—		6,150

Cash and Cash Equivalents:
	Increase (decrease) for the period				—			210			(340	)		—		(130	)
		At beginning of period			—			250			3,480			—		3,730

		At end of period		$	—		$	460		$	3,140		$	—	$	3,600

Description	Frequency	Asset / (Liability)			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)

Interest rate swap	Recurring	$	(1.2	)	$	—	$	(1.2	)	$	—

		December 31, 2008		December 31, 2007

		(dollars in thousands)
Finished goods		$	119,980	$	115,510
Work in process			23,250		24,600
Raw materials			45,720		41,680

	Total inventories	$	188,950	$	181,790

		December 31, 2008		December 31, 2007

		(dollars in thousands)
Land and land improvements		$	4,920	$	5,430
Buildings			44,470		45,430
Machinery and equipment			279,580		262,260

			328,970		313,120
Less: Accumulated depreciation			147,400		126,280

	Property and equipment, net	$	181,570	$	186,840

		December 31, 2008		December 31, 2007

		(dollars in thousands)
Self-insurance		$	13,620	$	13,500
Vacation, holiday and bonus			14,760		18,900
Other			37,960		39,430

	Total accrued liabilities	$	66,340	$	71,830

Year

2008	103.292	%
2009	101.646	%
2010 and thereafter	100.000	%

	Balance, December 31, 2008			Balance, December 31, 2007

	(dollars in thousands)
Foreign currency translation adjustments	$	43,720		$	61,530
Unrecognized prior service cost and unrecognized loss in actuarial assumptions (net of tax of $2.7 million in 2008 and 2007, respectively)		(5,270	)		(5,360	)
Unrealized loss on derivatives (net of tax of $0.4 million)		(720	)		—

Accumulated other comprehensive income	$	37,730		$	56,170


Retirement of senior subordinated notes	$	100,000
Call premium associated with retirement of senior subordinated notes		4,940
Advisory services agreement termination fee		10,000
Early termination of operating leases and acquisition of underlying machinery and equipment		21,680

	$	136,620

		December 31, 2008		December 31, 2007

		(dollars in thousands)
U.S. bank debt		$	262,580	$	257,410
Non-U.S. bank debt and other			18,220		21,610
9⁷/8% senior subordinated notes, due June 2012			329,140		336,970

			609,940		615,990
Less: Current maturities, long-term debt			10,360		8,390

	Long-term debt	$	599,580	$	607,600

Year Ending December 31:		(in thousands)

2009		$	10,360
2010			13,950
2011			9,470
2012			332,990
2013			243,790

	Total	$	610,560

Year Ending December 31:		(in thousands)

2009		$	14,750
2010			14,330
2011			12,350
2012			11,820
2013			10,690
Thereafter			63,400

	Total	$	127,340

					Average settlement amount per claim during period		Total defense costs during period

Fiscal year ended December 31, 2006	19,416	3,766	12,508	123	$	5,613	$	4,895,000
Fiscal year ended December 31, 2007	10,551	619	1,484	142	$	9,243	$	4,982,000
Fiscal year ended December 31, 2008	9,544	723	2,668	75	$	1,813	$	3,448,000

	December 31, 2008 Benefit Obligation						2008 Expense

	Pension			Postretirement Benefit			Pension			Postretirement Benefit
	(dollars in thousands)
Discount rate
25 basis point increase	$	(720	)	$	(20	)	$	(40	)	$	—
25 basis point decrease		750			20			60			—
Expected return on assets
50 basis point increase		N/A			N/A		$	(80	)		N/A
50 basis point decrease		N/A			N/A			80			N/A

	Pension Benefit		Postretirement Benefit

	(dollars in thousands)
2009	$	1,370	$	570
2010		1,380		320
2011		1,410		280
2012		1,480		190
2013		1,540		180
Years 2014-2018		8,560		580

	One Percentage- Point Increase		One Percentage- Point Decrease

	(dollars in thousands)
Effect on total service and interest cost	$	40	$	(40	)
Effect on postretirement benefit obligation		80		(70	)

				Weighted Average Grant Date Fair Value			Aggregate Intrinsic Value

Outstanding at January 1, 2008		142,145		$	12.26
	Granted	391,000			6.28
	Vested	(42,870	)		12.26
	Cancelled	(329,367	)		6.68

Outstanding at December 31, 2008		160,908		$	8.89	2.0	$	222,053

				Weighted Average Option Price			Aggregate Intrinsic Value

Outstanding at January 1, 2008		2,000,481		$	20.89
	Granted	—			—
	Exercised	—			—
	Cancelled	(404,268	)		20.75

Outstanding at December 31, 2007		1,596,213		$	20.92	4.6	$	—

	2008									2007

	Current			Long-term			Total			Current			Long-term			Total
	(dollars in thousands)
Deferred tax assets	$	17,130		$	48,170		$	65,300		$	19,020		$	50,550		$	69,570
Deferred tax liabilities		(160	)		(99,820	)		(99,980	)		(160	)		(123,830	)		(123,990	)

Net deferred taxes	$	16,970		$	(51,650	)	$	(34,680	)	$	18,860		$	(73,280	)	$	(54,420	)