SEC Filing | TriMas Corporation

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TRS_123112_8K



	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0060 Expires: March 31, 2014 Estimated average burden hours per response. . . 5.0
	Washington, D.C. 20549

	FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 26, 2013

TRIMAS CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	001-10716	38-2687639
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)



39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan		48304
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (248) 631-5450

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

TriMas Corporation (the “Corporation”) issued a press release and held a teleconference on February 26, 2013, reporting its financial results for the fourth quarter and year ending December 31, 2012. A copy of the press release and teleconference visual presentation are attached hereto as exhibits and are incorporated herein by reference. The press release and teleconference visual presentation are also available on the Corporation's website at www.trimascorp.com.

The information furnished pursuant to this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Corporation under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished herewith:



Exhibit No.		Description

99.1		Press Release

99.2		The Corporation's visual presentation titled "Fourth Quarter and Full Year 2012 Earnings Presentation"

SIGNATURES

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



		TRIMAS CORPORATION

Date:	February 26, 2013	By:	/s/ Joshua A. Sherbin
		Name:	Joshua A. Sherbin
		Title:	Vice President, General Counsel and Secretary

TRS_123112_Exhibit 99.1



			CONTACT:
			Sherry Lauderback
			VP, Investor Relations & Communications
			(248) 631-5506
			sherrylauderback@trimascorp.com

TRIMAS CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2012 RESULTS

Company Reports Growth in Sales of 17% and Income⁽¹⁾ of 27% for the Year

Company Provides 2013 Outlook of $2.15 to $2.25 EPS

BLOOMFIELD HILLS, Michigan, February 26, 2013 - TriMas Corporation (NASDAQ: TRS) today announced financial results for the year and quarter ended December 31, 2012. For the year, the Company reported record net sales from continuing operations of $1.273 billion, an increase of 17.4% compared to 2011. The Company reported full year income from continuing operations attributable to TriMas Corporation of $33.9 million, or $0.89 per diluted share, compared to income from continuing operations of $50.8 million, or $1.46 per diluted share, in 2011. Excluding Special Items⁽¹⁾, full year 2012 income from continuing operations would have been $69.7 million, or $1.84 per diluted share, an increase of 16.5% as compared to full year 2011.

The Company reported record fourth quarter net sales from continuing operations of $301.0 million, an increase of 15.9% compared to fourth quarter 2011. Fourth quarter 2012 diluted loss per share from continuing operations attributable to TriMas Corporation was $0.35, as compared to earnings per share of $0.20 during fourth quarter 2011. Excluding Special Items⁽¹⁾, fourth quarter 2012 diluted earnings per share from continuing operations would have been $0.33, a 32.0% improvement from fourth quarter 2011.

TriMas 2012 Highlights


•	Achieved record net sales of $1.273 billion in 2012, an increase of 17.4%, due to the successful execution of numerous growth initiatives and results from bolt-on acquisitions.


•	Improved 2012 income from continuing operations⁽¹⁾ by 27.1%, compared to 2011. Improved diluted earnings per share⁽¹⁾by 16.5%, while absorbing incremental costs related to several acquisitions and 9.1% higher weighted average shares outstanding for 2012 as compared to 2011.


•	Enhanced capital structure by issuing 4 million shares of common stock for net proceeds of approximately $79.0 million.


•	Retired 9¾% senior notes and amended credit facilities to reduce borrowing rates, extend maturities and enhance liquidity and capital structure flexibility.


•	Reduced total indebtedness from $469.9 million as of December 31, 2011 to $422.4 million as of December 31, 2012.


•	Continued to invest in a flexible manufacturing footprint and productivity projects to optimize manufacturing costs long-term, increase capacity, respond to customer needs and drive future growth.


•	Expanded geographic reach and related sales into China, Thailand, Singapore, Brazil, South Africa and New Zealand.


•	Invested approximately $89.9 million in seven bolt-on acquisitions during 2012, providing opportunities to expand existing product offerings, gain access to new customers and end markets, expand the geographic footprint and capitalize on scale and cost efficiencies.

"We are proud of our many accomplishments in 2012," said David Wathen, TriMas President and Chief Executive Officer. "Our record sales of approximately $1.3 billion, a 17.4% sales growth as compared to 2011, demonstrates we are successfully executing on our growth strategies, including bolt-on acquisitions, product innovation, market share gains and geographic expansion. In the midst of an uncertain global economic environment, we continued to identify the bright spots where we can capture growth for our businesses. We made careful decisions to accelerate growth programs that are working, as we capitalized on opportunities to drive long-term stakeholder value."

"Throughout 2012, we invested for the future as we expanded our footprint into emerging markets and low-cost countries, to better serve our global customers and secure a flexible manufacturing footprint for the future," Wathen

stated. "While increasing investments in our businesses and absorbing costs related to several acquisitions, we generated $69.7 million in income from continuing operations (excluding Special Items), or $1.84 per diluted share, an increase of 16.5% and at the high end of our previously provided EPS outlook range even with our 4 million share offering during the year. We also significantly improved our capital structure. Following our equity offering in May, which enabled us to accelerate the pace of our initiatives, we refinanced our debt, significantly lowering our annual cash interest costs, extending our credit facility maturities and enhancing our liquidity and capital structure flexibility. TriMas ended 2012 as a stronger company, both financially and operationally, and is well-prepared to successfully perform in 2013."

"Our structured management processes keep us focused on continuous improvement, while empowering our teams to make fast decisions to serve our customers' needs quickly," Wathen continued. "Our ability to respond promptly and effectively provides us with opportunities to gain business and market share in times of rapid change and shifting demand. We also remain focused on our productivity and Lean projects or activities, and we will continue to use these savings to fund our growth initiatives."

"Looking forward, we remain committed to TriMas' ability to outperform the economy, and 2013 will be a year in which we continue to focus on growth, while intensifying our efforts to increase earnings, margins and cash flow. In 2013, we expect to deliver continued strong results in line with our strategic aspirations. We are estimating 2013 top-line growth of 6% to 8%, with potential acquisitions as upside, as compared to 2012. We expect full-year 2013 diluted earnings per share from continuing operations to range between $2.15 and $2.25 per share, with the midpoint representing more than 19% EPS growth compared to 2012. We continue to be confident in our ability to grow the top-line faster than the economy, grow earnings at a higher rate than revenue growth, and generate strong cash flow,” Wathen concluded.

Full Year 2012 Financial Results - From Continuing Operations

•

TriMas reported 2012 record net sales from continuing operations of $1.273 billion, an increase of 17.4% as compared to $1.084 billion in 2011. During 2012, net sales increased in five of the six reportable segments, primarily as a result of additional sales from bolt-on acquisitions, market share gains, new product introductions and geographic expansion as compared to 2011. These sales increases were partially offset by approximately $5.3 million of unfavorable currency exchange, primarily in our Packaging, Energy and Cequent Asia Pacific segments.

•

The Company reported 2012 operating profit of $127.9 million, compared to an operating profit of $131.3 million for 2011. Excluding the impact of Special Items, operating profit would have been $138.6 million in 2012. In 2012, operating profit margin (excluding Special Items) was 10.9%, as the favorable impact of ongoing productivity initiatives and operating leverage gained on higher sales levels was offset by a less favorable product sales mix, costs related to recent acquisitions including purchase accounting-related adjustments and higher costs associated with our global growth initiatives.

•

Excluding noncontrolling interests related to Arminak & Associates, 2012 income from continuing operations was $33.9 million, or $0.89 per diluted share, compared to income from continuing operations of $50.8 million, or $1.46 per diluted share, during 2011. Excluding the impact of Special Items, primarily related to debt extinguishment costs incurred in connection with the debt refinancing in fourth quarter 2012, and business and tax restructuring items, 2012 income from continuing operations would have been $69.7 million or $1.84 per share, an increase of 16.5% as compared to 2011, and at the high end of the Company's previously provided 2012 diluted earnings per share range of $1.75 to $1.85.


•	The Company reported Free Cash Flow (defined as Cash Flow from Operating Activities less Capital Expenditures) for 2012 of $27.1 million, as compared to $63.2 million in 2011, as the Company increased its investment in growth initiatives.


•	During 2012, the Company invested $46.1 million in capital expenditures (included in Free Cash Flow above) primarily in support of future growth and productivity opportunities and $89.9 million on bolt-on acquisitions.

Fourth Quarter 2012 Financial Results - From Continuing Operations


•	TriMas reported record fourth quarter net sales of $301.0 million, an increase of 15.9% as compared to $259.7 million in fourth quarter 2011. During fourth quarter, net sales increased in five of the six reportable segments, primarily as a result of additional sales from bolt-on acquisitions, market share gains, new product introductions

and geographic expansion as compared to fourth quarter 2011. The effects of currency exchange did not have a material impact during the quarter.

•

The Company reported operating profit of $19.3 million in fourth quarter 2012 as compared to operating profit of $26.4 million during fourth quarter 2011. Excluding Special Items⁽¹⁾related to facility consolidation and relocation projects within the Cequent segments, fourth quarter 2012 operating profit would have been $23.3 million. Fourth quarter 2012 operating profit margin was impacted by a less favorable product sales mix, costs related to recent acquisitions including purchase accounting related adjustments, and higher costs associated with our global growth initiatives. The Company continued to generate significant savings from capital investments, productivity projects and Lean initiatives, which funded growth initiatives and offset economic cost increases.

•

Excluding noncontrolling interests related to Arminak & Associates, the Company reported a fourth quarter 2012 loss from continuing operations of $13.9 million, or $0.35 per diluted share, as compared to income from continuing operations of $7.1 million, or $0.20 per diluted share, during fourth quarter 2011. Excluding Special Items⁽¹⁾ related to business restructuring costs, debt extinguishment costs and tax restructuring, fourth quarter 2012 income from continuing operations would have been $13.0 million, or $0.33 per diluted share, an increase of 32.0% as compared to fourth quarter 2011.


•	The Company generated Free Cash Flow (defined as Cash Flow from Operating Activities less Capital Expenditures) of $48.1 million for fourth quarter 2012, as compared to $51.2 million in fourth quarter 2011.

Financial Position

TriMas reported total indebtedness of $422.4 million as of December 31, 2012, as compared to $469.9 million as of December 31, 2011. TriMas ended 2012 with $251.1 million of cash and aggregate availability under its revolving credit and accounts receivable facilities.

Business Segment Results - From Continuing Operations⁽²⁾

Packaging - (Consists of Rieke Corporation including Arminak & Associates, Innovative Molding and the foreign subsidiaries of Englass, Rieke Germany, Rieke Italia and Rieke China)

Fourth quarter net sales increased 54.0% as compared to the year ago period primarily as a result of the Arminak acquisition in February 2012. Specialty systems product sales unrelated to the acquisition also increased due to additional demand from North American dispensing customers, while sales of industrial closures, rings and levers were down slightly. Full year 2012 net sales increased 48.5% primarily as a result of the acquisitions of Arminak in 2012 and Innovative Molding in August 2011, as well as an increase in specialty systems product sales unrelated to the acquisitions. These sales increases were partially offset by a decline in industrial closure product sales, resulting from continued weak demand throughout Europe and lower demand in North America as customers responded to uncertain economic conditions, as well as the impact of unfavorable currency exchange. Operating profit for the quarter and full year increased primarily due to higher sales levels, while the related margin percentage for both periods declined primarily due to the impact of the acquisitions related to a less favorable product sales mix and incremental acquisition-related costs, and higher selling, general and administrative costs in support of growth initiatives, partially offset by savings from ongoing productivity initiatives. The Company continues to develop specialty dispensing and closure applications for growing end markets, including personal care, cosmetic, pharmaceutical, nutrition and food/beverage, and expand into complementary products.

Energy - (Consists of Lamons including South Texas Bolt & Fitting and CIFAL)

Fourth quarter and full year 2012 net sales increased 14.7% and 14.0%, respectively, compared to the year ago periods, due to continued market share gains within the highly-engineered bolt product line, additional sales generated by newer branches, the acquisition of CIFAL in Brazil in July 2012 and increased levels of turnaround activity at refineries and petrochemical plants. Operating profit and the related margin percentage for the quarter and year both decreased primarily due to incremental costs related to the acquisitions, a less favorable product sales mix and higher selling, general and administrative costs in support of branch expansion. The Company continues to grow its sales and service branch network in support of its global customers. In addition, in January 2013, the Company continued to expand its global footprint and product portfolio in the rapidly growing energy market of Brazil, with the acquisition of Gasket Vedações Técnicas Ltda.

Aerospace & Defense - (Consists of Monogram Aerospace Fasteners and NI Industries)

Net sales for the fourth quarter increased 11.7% as compared to the year ago period, primarily due to improved demand for blind bolts and temporary fasteners from aerospace distribution customers resulting from new programs with airplane frame manufacturers, the recent introduction of new products and sales growth in China. This sales increase was partially offset by lower sales in the defense business related to decreased activity associated with managing the relocation to and establishment of the U.S. Army's new defense facility, which is now in the final stages of completion. Fourth quarter 2012 operating profit improved, primarily due to higher sales levels, while the related margin percentage declined slightly due to higher selling, general and administrative expenses related to due diligence costs and growth investments, as well as labor inefficiencies and start up costs related to a new facility. Full year 2012 net sales remained flat as improved demand for blind bolts and temporary fasteners from aerospace distribution customers was offset by lower sales in the defense business. Full year 2012 operating profit and the related margin percentage increased primarily as a result of the increase in aerospace product sales and a more favorable product sales mix. The Company continues to invest in this segment by developing and marketing highly-engineered products for aerospace applications, as well as bidding on new projects for defense customers. In addition, in January 2013, the Company acquired Martinic Engineering, a manufacturer of highly-engineered, precision-machined parts for commercial and military aerospace applications, including auxiliary power units, as well as electrical, hydraulic and pneumatic systems.

Engineered Components - (Consists of Arrow Engine and Norris Cylinder)

Fourth quarter net sales declined 5.5% as compared to the year ago period, due to decreased demand for industrial cylinders and lower sales of engines, gas compression products and other well-site content resulting from a reduced number of natural gas well completions as compared to fourth quarter 2011. Fourth quarter 2012 operating profit and the related margin percentage declined compared to the prior year period due to lower sales levels, decreased absorption of fixed costs and a less favorable product sales mix. Full year 2012 net sales increased 14.1% due to improved demand for engines, gas compression products and other well site content related to increased levels of oil drilling activity as compared to 2011, and the successful introduction of additional products for the well-site. Sales of industrial cylinders also increased primarily due to continued market share gains. Full year 2012 operating profit increased slightly, while the related margin percentage declined compared to the prior year period primarily due to higher sales levels and continued productivity efforts, negatively impacted by a less favorable product sales mix and lower fixed cost absorption in the engine business and higher selling, general and administrative expenses in support of increased sales levels and growth projects. The Company continues to develop new products and expand its international sales efforts.

Cequent Asia Pacific - (Consists of Cequent operations in Australia, New Zealand, Thailand and South Africa)

Net sales for fourth quarter and full year 2012 increased 27.6% and 36.3%, respectively, compared to the year ago periods, due to new business awards in Thailand, the July 2012 acquisition of New Zealand-based Trail Com and the fourth quarter 2011 acquisition in South Africa, as well as additional demand aided by improved consumer spending and increased vehicle availability. Fourth quarter operating profit and the related margin percentage declined, excluding Special Items⁽¹⁾ related to the manufacturing facility consolidation, as the profit earned on the higher sales levels was offset by additional manufacturing inefficiencies associated with the new facility and wind-down of the two former manufacturing facilities, higher freight costs and increased selling, general and administrative expenses in support of increased sales levels and growth projects. Full year operating profit increased, while the related margin percentage declined, excluding Special Items⁽¹⁾, as a result of the higher sales volumes and savings generated from productivity projects, offset by incremental costs incurred related to a consolidation of manufacturing facilities, acquisition-related costs and purchase accounting adjustments, a less favorable product sales mix and higher selling, general and administrative expenses primarily in support of growth initiatives. The Company continues to reduce fixed costs and leverage Cequent's strong brand positions to capitalize on growth opportunities in new markets.

Cequent Americas - (Consists of Cequent Performance Products and Cequent Consumer Products)

Net sales for fourth quarter and full year 2012 increased 3.7% and 4.3%, respectively, compared to the year ago periods, resulting primarily from increased sales within the original equipment, industrial, agricultural and aftermarket channels. Sales increases were largely the result of new product introductions and continued market share gains. Fourth quarter operating profit and related margin percentage improved, excluding Special Items⁽¹⁾ related to the costs incurred associated with the relocation of certain production to a lower cost country, compared to fourth quarter 2011 due to increased sales levels and improved sourcing and productivity initiatives, partially offset by higher commodity costs and increased selling, general and administrative expenses in support of growth initiatives. Full year operating

profit improved and the related margin percentage remained flat, excluding Special Items⁽¹⁾, due to increased sales levels and improved sourcing and productivity initiatives, which were partially offset by higher commodity costs, a less favorable product sales mix and increased selling, general and administrative expenses in support of growth initiatives, including acquisitions. The Company continues to reduce fixed costs and leverage Cequent's strong brand positions and new products for increased market share in the United States and faster growing markets.

2013 Outlook

The Company is estimating that 2013 sales will increase 6% to 8% compared to 2012. The Company expects full-year 2013 diluted earnings per share from continuing operations to be between $2.15 and $2.25 per share, excluding any future events that may be considered Special Items. In addition, the Company expects 2013 Free Cash Flow, defined as Cash Flow from Operating Activities less Capital Expenditures, to be between $40 million and $50 million.

Conference Call Information

TriMas Corporation will host its fourth quarter and full year 2012 earnings conference call today, Tuesday, February 26, 2013, at 10:00 a.m. Eastern Standard Time. The call-in number is (888) 430-8705. Participants should request to be connected to the TriMas Corporation fourth quarter and full year 2012 earnings conference call (Conference ID #2416665). The conference call will also be simultaneously webcast via TriMas' website at www.trimascorp.com, under the "Investors" section, with an accompanying slide presentation. A replay of the conference call will be available on the TriMas website or by dialing (888) 203-1112 (Replay Code #2416665) beginning February 26, 2013 at 3:00 p.m. Eastern Standard Time through March 5, 2013 at 3:00 p.m. Eastern Standard Time.

Cautionary Notice Regarding Forward-looking Statements

Any "forward-looking" statements contained herein, including those relating to market conditions or the Company's financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company's business and industry, the Company's leverage, liabilities imposed by the Company's debt instruments, market demand, competitive factors, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Company's accounting policies, future trends, and other risks which are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and in the Company's Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.

About TriMas

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into six reportable segments: Packaging, Energy, Aerospace & Defense, Engineered Components, Cequent Asia Pacific and Cequent Americas. TriMas has approximately 5,500 employees at more than 60 different facilities in 17 countries. For more information, visit www.trimascorp.com.


⁽¹⁾	Appendix I details certain costs, expenses and other charges, collectively described as “Special Items,” that are included in the determination of net income (loss) under GAAP, but that management would consider important in evaluating the quality of the Company's operating results.


⁽²⁾	Business Segment Results include Operating Profit that excludes the impact of Special Items. For a complete schedule of Special Items by segment, see “Company and Business Segment Financial Information - Continuing Operations.”

TriMas Corporation

Condensed Consolidated Balance Sheet

(dollars in thousands)



	December 31, 2012		December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	20,580	$	88,920
Receivables, net	150,390		135,610
Inventories	238,020		178,030
Deferred income taxes	18,270		18,510
Prepaid expenses and other current assets	10,530		12,600
Total current assets	437,790		433,670
Property and equipment, net	185,030		159,210
Goodwill	270,940		215,360
Other intangibles, net	206,160		155,670
Other assets	31,040		27,990
Total assets	$	1,130,960	$	991,900
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities, long-term debt	$	14,370	$	7,290
Accounts payable	158,410		146,930
Accrued liabilities	74,420		72,120
Total current liabilities	247,200		226,340
Long-term debt	408,070		462,610
Deferred income taxes	60,370		64,780
Other long-term liabilities	84,960		64,380
Total liabilities	800,600		818,110
Redeemable noncontrolling interests	26,780		—
Total shareholders' equity	303,580		173,790
Total liabilities and shareholders' equity	$	1,130,960	$	991,900

TriMas Corporation

Consolidated Statement of Operations

(dollars in thousands, except per share amounts)



	Three months ended December 31,						Twelve months ended December 31,
	2012			2011			2012			2011
	(unaudited)
Net sales	$	301,040		$	259,650		$	1,272,910		$	1,083,960
Cost of sales	(222,220		)	(184,000		)	(929,150		)	(766,260		)
Gross profit	78,820			75,650			343,760			317,700
Selling, general and administrative expenses	(59,440		)	(49,340		)	(216,170		)	(186,520		)
Net gain (loss) on dispositions of property and equipment	(50		)	90			280			140
Operating profit	19,330			26,400			127,870			131,320
Other expense, net:
Interest expense	(5,380		)	(10,110		)	(35,800		)	(44,480		)
Debt extinguishment costs	(40,250		)	—			(46,810		)	(3,970		)
Other expense, net	(590		)	(1,960		)	(3,000		)	(3,130		)
Other expense, net	(46,220		)	(12,070		)	(85,610		)	(51,580		)
Income (loss) from continuing operations before income tax expense	(26,890		)	14,330			42,260			79,740
Income tax benefit (expense)	13,800			(7,200		)	(5,970		)	(28,930		)
Income (loss) from continuing operations	(13,090		)	7,130			36,290			50,810
Income from discontinued operations, net of income taxes	—			6,120			—			9,550
Net income (loss)	$	(13,090	)	$	13,250		$	36,290		$	60,360
Less: Net income attributable to noncontrolling interests	850			—			2,410			—
Net income (loss) attributable to TriMas Corporation	(13,940		)	13,250			33,880			60,360
Basic earnings (loss) per share attributable to TriMas Corporation:
Continuing operations	$	(0.36	)	$	0.21		$	0.90		$	1.48
Discontinued operations	—			0.18			—			0.28
Net income (loss) per share	$	(0.36	)	$	0.39		$	0.90		$	1.76
Weighted average common shares - basic	39,101,163			34,437,097			37,520,935			34,246,289
Diluted earnings (loss) per share attributable to TriMas Corporation:
Continuing operations	$	(0.35	)	$	0.20		$	0.89		$	1.46
Discontinued operations	—			0.18			—			0.27
Net income (loss) per share	$	(0.35	)	$	0.38		$	0.89		$	1.73
Weighted average common shares - diluted	39,680,565			34,961,772			37,949,021			34,779,693

TriMas Corporation

Consolidated Statement of Cash Flow

(dollars in thousands)



	Twelve months ended December 31,
	2012			2011
Cash Flows from Operating Activities:
Net income	$	36,290		$	60,360
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact:
Gain on dispositions of businesses and other assets	(280		)	(10,380		)
Depreciation	25,050			25,940
Amortization of intangible assets	19,820			14,530
Amortization of debt issue costs	2,490			2,910
Deferred income taxes	(8,330		)	12,680
Non-cash compensation expense	9,280			3,510
Excess tax benefits from stock based compensation	(2,730		)	(3,980		)
Debt extinguishment costs	46,810			3,970
Increase in receivables	(3,800		)	(21,420		)
Increase in inventories	(48,010		)	(16,840		)
(Increase) decrease in prepaid expenses and other assets	620			(890		)
Increase (decrease) in accounts payable and accrued liabilities	(3,700		)	25,870
Other, net	(290		)	(450		)
Net cash provided by operating activities, net of acquisition impact	73,220			95,810
Cash Flows from Investing Activities:
Capital expenditures	(46,120		)	(32,620		)
Acquisition of businesses, net of cash acquired	(89,880		)	(31,390		)
Net proceeds from disposition of businesses and other assets	3,000			38,780
Net cash used for investing activities	(133,000		)	(25,230		)
Cash Flows from Financing Activities:
Proceeds from sale of common stock in connection with the Company's equity offering, net of issuance costs	79,040			—
Proceeds from borrowings on term loan facilities	584,670			269,150
Repayments of borrowings on term loan facilities	(404,770		)	(294,370		)
Proceeds from borrowings on revolving credit and accounts receivable facilities	724,500			659,300
Repayments of borrowings on revolving credit and accounts receivable facilities	(706,500		)	(659,300		)
Retirement of 9³/₄% senior secured notes	(250,000		)	—
Senior secured notes redemption premium and debt financing fees	(42,150		)	(6,890		)
Distributions to noncontrolling interests	(1,260		)	—
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations	(990		)	(900		)
Proceeds from exercise of stock options	6,170			1,000
Excess tax benefits from stock based compensation	2,730			3,980
Net cash used for financing activities	(8,560		)	(28,030		)
Cash and Cash Equivalents:
Increase (decrease) for the year	(68,340		)	42,550
At beginning of year	88,920			46,370
At end of year	$	20,580		$	88,920
Supplemental disclosure of cash flow information:
Cash paid for interest	$	31,300		$	40,550
Cash paid for income taxes	$	25,820		$	15,710

TriMas Corporation

Company and Business Segment Financial Information

Continuing Operations

(Unaudited - dollars in thousands)



	Three months ended December 31,						Twelve months ended December 31,
	2012			2011			2012			2011
Packaging
Net sales	$	72,910		$	47,350		$	275,160		$	185,240
Operating profit	$	12,850		$	10,920		$	57,550		$	48,060

Energy
Net sales	$	46,990		$	40,970		$	190,210		$	166,780
Operating profit	$	3,290		$	4,820		$	17,810		$	19,740

Aerospace & Defense
Net sales	$	20,580		$	18,430		$	78,580		$	78,590
Operating profit	$	5,110		$	4,640		$	20,820		$	18,640

Engineered Components
Net sales	$	45,820		$	48,480		$	200,000		$	175,350
Operating profit	$	5,370		$	8,610		$	27,990		$	27,620

Cequent Asia Pacific
Net sales	$	34,330		$	26,900		$	128,560		$	94,290
Operating profit	$	3,300		$	4,180		$	12,300		$	13,900
Special Items to consider in evaluating operating profit:
Severance and business restructuring costs	$	270		$	—		$	3,150		$	—
Excluding Special Items, operating profit would have been:	$	3,570		$	4,180		$	15,450		$	13,900


Cequent Americas
Net sales	$	80,410		$	77,520		$	400,400		$	383,710
Operating profit (loss)	$	(670	)	$	2,100		$	27,420		$	32,730
Special Items to consider in evaluating operating profit (loss):
Severance and business restructuring costs	$	3,690		$	520		$	7,530		$	520
Excluding Special Items, operating profit would have been:	$	3,020		$	2,620		$	34,950		$	33,250

Corporate Expenses
Operating loss	$	(9,920	)	$	(8,870	)	$	(36,020	)	$	(29,370	)

Total Company
Net sales	$	301,040		$	259,650		$	1,272,910		$	1,083,960
Operating profit	$	19,330		$	26,400		$	127,870		$	131,320
Total Special Items to consider in evaluating operating profit:	$	3,960		$	520		$	10,680		$	520
Excluding Special Items, operating profit would have been:	$	23,290		$	26,920		$	138,550		$	131,840

Appendix I

TriMas Corporation

Additional Information Regarding Special Items Impacting

Reported GAAP Financial Measures

(Unaudited - dollars in thousands, except per share amounts)



	Three months ended December 31,					Twelve months ended December 31,
	2012			2011		2012			2011

Income (loss) from continuing operations, as reported	$	(13,090	)	$	7,130	$	36,290		$	50,810
Less: Net income attributable to noncontrolling interests	850			—		2,410			—
Income (loss) from continuing operations attributable to TriMas Corporation	$	(13,940	)	$	7,130	$	33,880		$	50,810
After-tax impact of Special Items to consider in evaluating quality of income from continuing operations:
Severance and business restructuring costs	2,630			320		7,150			320
Debt extinguishment costs	26,660			—		31,060			2,460
Tax restructuring	(2,400		)	1,250		(2,400		)	1,250
Excluding Special Items, income from continuing operations attributable to TriMas Corporation would have been	$	12,950		$	8,700	$	69,690		$	54,840


	Three months ended December 31,					Twelve months ended December 31,
	2012			2011		2012			2011

Diluted earnings (loss) per share from continuing operations attributable to TriMas Corporation, as reported	$	(0.35	)	$	0.20	$	0.89		$	1.46
After-tax impact of Special Items to consider in evaluating quality of EPS from continuing operations:
Severance and business restructuring costs	0.07			0.01		0.19			0.01
Debt extinguishment costs	0.67			—		0.82			0.07
Tax restructuring	(0.06		)	0.04		(0.06		)	0.04
Excluding Special Items, EPS from continuing operations would have been	$	0.33		$	0.25	$	1.84		$	1.58
Weighted-average shares outstanding for the three and twelve months ended December 31, 2012 and 2011	39,680,565			34,961,772		37,949,021			34,779,693


	Three months ended December 31,					Twelve months ended December 31,
	2012			2011		2012			2011

Operating profit from continuing operations, as reported	$	19,330		$	26,400	$	127,870		$	131,320
Special Items to consider in evaluating quality of earnings:
Severance and business restructuring costs	3,960			520		10,680			520
Excluding Special Items, operating profit from continuing operations would have been	$	23,290		$	26,920	$	138,550		$	131,840

q42012earningspresentati

Fourth Quarter and Full Year 2012 Earnings Presentation February 26, 2013 NASDAQ • TRS

Forward Looking Statements Any “forward-looking” statements contained herein, including those relating to market conditions or the Company’s financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company’s business and industry, the Company’s leverage, liabilities imposed by the Company’s debt instruments, market demand, competitive factors, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2012, and in the Company’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements. In this presentation, certain non-GAAP financial measures may be used. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure may be found at the end of this presentation or in the fourth quarter and full year 2012 earnings release available on the Company’s website. Additional information is available at www.trimascorp.com under the “Investors” section. 2

Agenda • Opening Remarks • Financial Highlights • Segment Highlights • Outlook and Summary • Questions and Answers • Appendix 3

Opening Remarks – 2012 Results • Record sales of approximately $1.3 billion – up 17% compared to 2011 – Investments in new products and higher growth markets showing results – Bolt-on acquisitions performed well – achieving revenue and cost synergies – Market share gains in multiple businesses via rapid responses to pressing customer needs • 2012 income(1) increased 27% and EPS(1) increased 16% on more than 9% higher weighted-average shares outstanding, compared to 2011 • Investments in future growth and productivity programs – accelerated programs and investments today to capitalize on opportunities • Improved capital structure with continued focus on cash flow, working capital and leverage • Track record of successful bolt-on acquisitions – robust future pipeline We are making decisions to capture growth and invest for the future. 4 (1) Defined as income and diluted earnings per share from continuing operations attributable to TriMas Corporation, excluding “Special Items.” “Special Items” for each period are provided in the Appendix.

Strategic Aspirations Strategic aspirations achieved in 2012 and are the foundation for 2013. 5 • Generate high single-digit top-line growth • Invest in growing end markets through new products, global expansion and acquisitions • Drive 3% to 5% total gross cost productivity gains annually – utilize savings to fund growth • Grow earnings faster than revenue growth • Continue to decrease leverage ratio • Strive to be a great place to work

Current Environment Pressures • European downturn continues, although “stable” • New geographies take time to penetrate (e.g. Brazil) • Overall industrial production flat to low growth • Growth and customers needs create upward pressure on working capital • Inflation in China • Rising plastic resin prices • Slowing of natural gas drilling 6 Keep focused on “bright spots” and fast reactions to both risks and opportunities. Positives • New product sales across businesses • Aircraft build rates driving record production and backlogs at Monogram • Global investments in petrochemical plants and refineries • Growth in agriculture and construction markets • Additional sales in Asia in multiple businesses • Global customers want global suppliers with local plants • Solid pipeline of bolt-on acquisitions • Emerging markets still attractive • Relatively stable currencies

Recent Acquisitions – 2013 • Located in Rio de Janeiro, Brazil • Manufacturer and supplier of ring-type joints for the onshore and offshore drilling markets, and additional gasket types for the refining and petrochemical markets • Further expands footprint in Brazil to serve growing energy sector • Broadens gasket capability • Part of the Energy segment 7 Good pipeline of potential acquisitions; approach remains consistent with bolt-ons, clear synergies and fast integration. • Located in Stanton, California • Manufacturer of highly-engineered, precision machined, complex parts for commercial and military aerospace applications • Broadens product offering on airplanes • Approximate annual revenue of $13 million • Part of the Aerospace and Defense segment

Financial Highlights

Fourth Quarter Summary • Sales increased 16% as compared to Q4 2011 – sales increased in five of six segments • Investments in bolt-on acquisitions, new products and geographic expansion driving positive results • Productivity efforts contributed to funding growth initiatives • Operating profit was negatively impacted by a less favorable product sales mix, acquisition-related costs and costs related to facility consolidation and relocation projects • Costs related to Q4 debt refinancing and facility consolidations will drive long-term stakeholder value and are included as Special Items • Q4 income(1) and EPS(1) increased 49% and 32%, respectively, while absorbing costs related to acquisitions and taking into account more than 13% incremental shares compared to Q4 2011 9 (1) Defined as income and diluted earnings per share from continuing operations attributable to TriMas Corporation, excluding “Special Items.” “Special Items” for each period are provided in the Appendix. (2) Free Cash Flow is defined as Cash Flows from Operating Activities less Capital Expenditures. (unaudited, $ in millions, except per share amounts) ( f ro m co ntinuing o perat io ns) Q4 2012 Q4 2011 % Chg Revenue 301.0$ 259.7$ 15.9% Operating Profit 19.3$ 26.4$ -26.8% Excl. Total Special Items (1) , Operating Profit would have been: 23.3$ 26.9$ -13.5% Excl. Total Special Items (1) , Operating Profit margin would have been: 7.7% 10.4% -270 bps Income (Loss) (13.1)$ 7.1$ -283.6% Income (loss) attributable to TriM as Corporation (1) (13.9)$ 7.1$ -295.5% Excl. Total Special Items (1) , Income attributable to TriM as Corporation would have been: 13.0$ 8.7$ 48.9% Diluted earnings (loss) per share, attributable to TriMas Corporation (0.35)$ 0.20$ -275.0% Excl. Total Special Items (1) , diluted earnings per share attributable to TriM as Corporation would have been: 0.33$ 0.25$ 32.0% Free Cash Flow (2) 48.1$ 51.2$ -5.9% Debt 422.4$ 469.9$ -10.1%

2012 Summary • Sales increased 17% as compared to 2011 with growth in five segments; Aerospace & Defense flat year over year • More than 40% of growth related to organic initiatives, including new products, geographic expansion and market share gains • Recent bolt-on acquisitions contributed to remainder of growth • Productivity efforts contributed to funding growth initiatives and offset inflation • Operating profit was impacted by less favorable product sales mix, acquisition-related costs, growth investments and costs related to facility consolidation and relocation projects • 2012 income(1) and EPS(1) increased 27% and 16%, respectively, while absorbing costs related to acquisitions and taking into account more than 9% incremental shares compared to 2011 • Cash used for increased capital expenditures, bolt-on acquisitions and debt reduction 10 (1) Defined as income and diluted earnings per share from continuing operations attributable to TriMas Corporation, excluding “Special Items.” “Special Items” for each period are provided in the Appendix. (2) Free Cash Flow is defined as Cash Flows from Operating Activities less Capital Expenditures. ($ in millions, except per share amounts) ( f ro m co ntinuing o perat io ns) FY 2012 FY 2011 % Chg Revenue 1,272.9$ 1,084.0$ 17.4% Operating Profit 127.9$ 131.3$ -2.6% Excl. Total Special Items (1) , Operating Profit would have been: 138.6$ 131.8$ 5.1% Excl. Total Special Items (1) , Operating Profit margin would have been: 10.9% 12.2% -130 bps I c me 36.3$ 50.8$ -28.6% Income attributable to TriM as Corporation (1) 33.9$ 50.8$ -33.3% Excl. Total Special Items (1) , Income attributable to TriM as Corporation would have been: 69.7$ 54.8$ 27.1% Diluted earnings per share, attributable to TriMas Corporation 0.89$ 1.46$ -39.0% Excl. Total Special Items (1) , diluted earnings per share attributable to TriM as Corporation would have been: 1.84$ 1.58$ 16.5% Free Cash Flow (2) 27.1$ 63.2$ -57.1% Debt 422.4$ 469.9$ -10.1%

11 ($ in millions) Capitalization Total Debt and Leverage Ratio (including A/R Facility) Comments: • Reduced interest expense by $8.7 million in 2012 as compared to 2011 • Q4 2012 leverage ratio of 2.30x as compared to 2.67x as of Q4 2011 • Continued focus on deleveraging • Amended credit facilities and retired 9¾% senior notes in 2012 to significantly reduce future interest costs and enhance flexibility As of December 31, 2012, TriMas had $251.1 million of cash and available liquidity under its revolving credit and accounts receivable facilities. $754 $657 $630 $515 $495 $470 $422 1x 2x 3x 4x 5x 6x $200 $300 $400 $500 $600 $700 $800 YE 06 YE 07 YE 08 YE 09 YE 10 YE 11 YE 12 Leve ra ge R ati o To tal D e b t Total Indebtedness Leverage

Segment Highlights

Packaging Q4 and FY 2012 Results: • Sales increased in both periods primarily as a result of acquisitions and specialty systems product sales gains — Increases in North America business unrelated to acquisitions offset declines in Europe • Operating profit for both periods increased primarily due to higher sales and ongoing productivity initiatives • Margins impacted by acquisition-related costs and less favorable product sales mix — Arminak and Innovative Molding businesses have lower margins than the rest of business – plans in place to improve margins over time — Decrease in higher margin European industrial closure sales ($ in millions) Key Initiatives: • Target specialty dispensing and closure products in higher growth end markets — Beverage, cosmetic, food, nutrition, personal care and pharmaceutical • Increase focus on Asian market and cultivate other geographic opportunities • Integrate bolt-on acquisitions into global sales network, while growing margins • Provide customized solutions focused on customer needs, differentiation and delivery speed • Increase low-cost country sourcing and expand flexible manufacturing footprint • Ensure new products continue to have barriers to entry 13 Operating Profit Q4-11 Q4-12 $10.9 $12.9 17.7% 2011 2012 19.7% $48.1 $57.6 Net Sales Q4-11 Q4-12 $47.4 $72.9 54.0% 2011 2012 48.5% $185.2 $275.2

Energy ($ in millions) Q4 and FY 2012 Results: • Sales increased in both periods as a result of continued market share gains of highly-engineered bolts, additional sales generated by newer branches, the July acquisition in Brazil and increased levels of turnaround activity • Operating profit and margin in both periods decreased due to costs related to acquisitions, a less favorable product sales mix and higher SG&A in support of branch expansion Key Initiatives: • Replicate U.S. branch strategy – expand business capabilities with major customers globally • Execute on growth initiatives in Brazil • Increase sales of specialty products • Maximize supply chain for cost and delivery • Improve margins through successful ramp-up of new branches 14 Operating Profit Q4-11 Q4-12 -31.7% 2011 2012 -9.8% $4.8 $3.3 $19.7 $17.8 Net Sales Q4-11 Q4-12 $41.0 $47.0 14.7% 2011 2012 14.0% $166.8 $190.2

Aerospace & Defense Key Initiatives: • Expand aerospace fastener product lines to increase content and applications per aircraft • Leverage positive end market trends including composite aircraft and robotic assembly • Capture incremental opportunities in emerging markets • Drive ongoing Lean initiatives to lower working capital and reduce costs • Consider other complementary bolt-on acquisitions; integrate Martinic Engineering • Transition defense business from base relocation management to bidding on new projects ($ in millions) Q4 and FY 2012 Results: • Double-digit sales increase in the aerospace business offset lower sales in the defense business in both periods • Increased order activity and backlogs as airplane frame manufacturers ramped- up build rates • 2012 operating profit and margin increased primarily as aerospace product sales comprised a larger percentage of total sales • Q4 operating profit increased primarily due to higher sales levels 15 Net Sales Q4-11 Q4-12 $18.4 $20.6 11.7% 2011 2012 $78.6 $78.6 n/m Operating Profit Q4-11 Q4-12 10.1% 2011 2012 11.7% $4.6 $5.1 $18.6 $20.8

Engineered Components ($ in millions) Key Initiatives: • Expand complementary product lines at well-site and grow compression products – product diversification decreases cyclicality • Grow products to support the shift toward increased use of natural gas and production in shale formations • Expand into new markets for cylinder business • Continue to expand product offering and geographies • Continue to improve working capital turnover Q4 and FY 2012 Results: • 2012 sales of engines, compressors and other well-site content increased due to increased levels of oil drilling and new products; 2012 sales of industrial cylinders increased primarily due to market share gains • 2012 operating profit increased slightly due to higher sales levels and productivity efforts, while the margin declined as it was negatively impacted by a less favorable product sales mix and lower fixed cost absorption in the engine business, and higher SG&A supporting growth projects • Q4 sales decreased due to a lower demand for cylinders and less sales of engines, compressors and other well-site content resulting from a reduced number of natural gas well completions • Q4 operating profit and margin declined due to lower sales levels, decreased absorption of fixed costs and a less favorable product sales mix 16 Net Sales 2011 2012Q4-11 Q4-12 $48.5 $45.8 -5.5% 14.1% $175.4 $200.0 Operating P ofit Q4-11 Q4-12 -37.6% 2011 2012 1.3% $8.6 $5.4 $27.6 $28.0

Cequent (Asia Pacific & Americas) ($ in millions) $46.4 Q4 and FY 2012 Results: • 2012 and Q4 sales in Americas increased primarily due to higher sales within the OE, industrial, agricultural and aftermarket channels (new products and increased share) • Americas Q4 operating profit and margin(1) increased due to higher sales levels; 2012 operating margin was flat compared to 2011 • Asia Pacific sales increased in both periods due to new business awards in Thailand, the acquisitions in New Zealand and South Africa, and an improved economy • Asia Pacific 2012 operating profit(1) increased due to higher sales volumes, while the margin declined due to additional costs related to the plant consolidation and start-up costs • Productivity projects continued to improve the manufacturing footprint in Americas and Asia Pacific Key Initiatives: • Leverage full product line and strong brands for additional market share and cross- selling • Expand sales in new growing geographies • Continue to improve utilization of low cost country manufacturing footprint in Thailand and Mexico • Integrate opportunistic, bolt-on acquisitions to capture synergies • Continue to reduce fixed costs and simplify the businesses • Improve processes for better customer service and support • Continue to reduce working capital requirements Asia Pacific Americas 17 Asia Pacific Americas (1) Excluding “Special Items” for each period which are provided in the Appendix. 26.9 $34.3 $94.3 $128.6 $77.5 $80.4 $383.7 $400.4 Net Sales Q4-11 Q4-12 $114.7 2011 2012 $478.0 $529.0 10.7% $104.4 9.9% $4.2 $3.6 $13.9 $15.4 $2.6 $3.0 $33.3 $35.0 Operating Profit (1) Q4-11 Q4-12 $6.6 -3.1% 2011 2012 6.9% $6.8 $47.2 $50.4

2012 Summary • Eleventh consecutive quarter over quarter of double-digit sales and income growth(1) • Strong organic growth through product innovation, geographic expansion, market share gains and increased end market demand • Acquisitions on schedule with revenue and cost synergies • Follow our customers in growing, global markets; Brazil, China, Mexico, South Africa and Thailand are priorities • New plants and expansions in Australia, Singapore, Thailand, Brazil, Mexico and U.S. • Underlying margins solid – acquisitions and new programs have margin ramp-up plans • Continuous productivity initiatives fund investments for long-term growth • Improved capital structure with continued focus on cash flow, working capital and leverage More and faster! 18 (1) Defined as income and diluted earnings per share from continuing operations attributable to TriMas Corporation, excluding “Special Items.” “Special Items” for each period are provided in the Appendix.

Outlook and Summary

2013 Playbook 20 We expect strong performance, despite uncertain economies. Ongoing Strategic Drivers • Globalization • “Green” & environmentally- friendly solutions • Growing middle classes 2013 Top Priorities • Revenue and earnings growth • Margin expansion • Capacity in right location at right time • Cash • People Tools & Tactics • Structured management processes (TriMas Operating Model) • Productivity (Lean and sourcing) • Incentive systems • Intellectual Property • Bolt-on acquisitions

2013 Outlook As of 2/26/13 Sales Growth 6% to 8% Earnings Per Share, diluted(1) $2.15 to $2.25 Free Cash Flow(2) $40 to $50 million (1) Defined as diluted earnings per share from continuing operations attributable to TriMas Corporation, excluding “Special Items.” (2) Defined as Cash Flow from Operating Activities less Capital Expenditures. Midpoint of 2013 EPS outlook represents a more than 19% increase as compared with 2012 and is in line with our strategic aspirations. 21

TriMas Value Proposition Growth > End Markets Clear goals, high-performance teams and streamlined processes drive enhanced results. 22 • Multiple projects in all businesses • Geographic • Product • Customer penetration • Acquisitions • Services Stability • Energy • Aerospace • Industrial • Consumer • Agricultural • Geographic diversity • Customer diversity Funds Growth & Margin Expansion • Rationalization • Optimization of global supply chain • Lean initiatives and kaizen events • Best cost position • Purchasing & manufacturing efficiencies • Non-operational efficiencies • Earnings growth > sales growth • Strong cash flow dynamics • Deleverage • Increased return on capital Balanced Portfolio Productivity Growth Opportunities Increased Enterprise Value

Questions & Answers

Appendix

2013 Additional Assumptions 2013 Estimates Interest expense $21 - $23 million Capital expenditures ~4% of sales Tax rate ~30% 25

Condensed Consolidated Balance Sheet (dollars in thousands) 26 December 31, December 31, 2012 2011 Assets Current assets: Cash and cash equivalents............................................................. 20,580$ 88,920$ Receivables, net............................................................................ 150,390 135,610 Inventories..................................................................................... 238,020 178,030 Deferred income taxes................................................................... 18,270 18,510 Prepaid expenses and other current assets...................................... 10,530 12,600 Total current assets.................................................................... 437,790 433,670 Property and equipment, net.............................................................. 185,030 159,210 Goodwill........................................................................................... 270,940 215,360 Other intangibles, net........................................................................ 206,160 155,670 Other assets.................................................................................... 31,040 27,990 Total assets............................................................................... 1,130,960$ 991,900$ Liabilities and Shareholders' Equity Current liabilities:.............................................................................. Current maturities, long-term debt................................................... 14,370$ 7,290$ Accounts payable.......................................................................... 158,410 146,930 Accrued liabilities.......................................................................... 74,420 72,120 Total current liabilities................................................................. 247,200 226,340 Long-term debt................................................................................. 408,070 462,610 Deferred income taxes...................................................................... 60,370 64,780 Other long-term liabilities................................................................... 84,960 64,380 Total liabilities............................................................................ 800,600 818,110 Redeemable noncontrolling interests............................................ 26,780 - Total shareholders' equity............................................................ 303,580 173,790 Total liabilities and shareholders' equity........................................ 1,130,960$ 991,900$

Capitalization 27 (Unaudited, dollars in thousands) As of December 31, 2012, TriMas had $251.1 million of cash and available liquidity under its revolving credit and accounts receivable facilities. December 31, December 31, 2012 2011 Cash and Cash Equivalents……………………………..………………… 20,580$ 88,920$ U.S. bank debt and receivables facilities 417,500 223,870 Revolving credit facilities……………………………….. - - Non-U.S. bank debt and other……………………….. 4,940 140 422,440 224,010 93/4% senior secured notes, due December 2017………………………………………………………………………………. - 245,890 Total Debt………………………...………………………...………………………… 422,440$ 469,900$ Key Ratios: Bank LTM EBITDA……………………………………………………………………………….……………………………………… 191,710$ 176,380$ Interest Coverage Ratio………………………………………………………………… 5.68 x 4.37 x Leverage Ratio…………………………………………………………………... 2.30 x 2.67 x Bank Covenants: Minimum Interest Coverage Ratio………………………………………………………………… 3.00 x 2.50 x Maximum Leverage Ratio………………………………………………………………………………… 3.50 x 4.00 x

Consolidated Statement of Operations (dollars in thousands, except for per share amounts) 28 Three months ended Twelve months ended 2012 2011 2012 2011 Net sales................................................................................................. 301,040$ 259,650$ 1,272,910$ 1,083,960$ Cost of sales............................................................................................ (222,220) (184,000) (929,150) (766,260) Gross profit........................................................................................... 78,820 75,650 343,760 317,700 Selling, general and administrative expenses............................................... (59,440) (49,340) (216,170) (186,520) Net gain (loss) on dispositions of property and equipment............................. (50) 90 280 140 Operating profit...................................................................................... 19,330 26,400 127,870 131,320 Other expense, net: Interest expense.................................................................................... (5,380) (10,110) (35,800) (44,480) Debt extinguishment costs..................................................................... (40,250) - (46,810) (3,970) Other expense, net................................................................................ (590) (1,960) (3,000) (3,130) Other expense, net............................................................................. (46,220) (12,070) (85,610) (51,580) Income (loss) from continuing operations before income taxes...................... (26,890) 14,330 42,260 79,740 Income tax benefit (expense).................................................................. 13,800 (7,200) (5,970) (28,930) Income (loss) from continuing operations..................................................... (13,090) 7,130 36,290 50,810 Income from discontinued operations, net of income tax expense.................. - 6,120 - 9,550 Net income (loss)...................................................................................... (13,090) 13,250 36,290 60,360 Less: Net income attributable to noncontrolling interests.............................. 850 - 2,410 - Net income (loss) attributable to TriMas Corporation..................................... (13,940)$ 13,250$ 33,880$ 60,360$ Earnings (loss) per share attributable to TriMas Corporation - basic: Continuing operations............................................................................. $ (0.36) $ 0.21 $ 0.90 $ 1.48 Discontinued operations......................................................................... - 0.18 - 0.28 Net income (loss) per share.................................................................... $ (0.36) $ 0.39 $ 0.90 $ 1.76 Weighted average common shares - basic 39,101,163 34,437,097 37,520,935 34,246,289 Earni gs (loss) per share attributable to TriMas Corporation - diluted: Continuing operations............................................................................. $ (0.35) $ 0.20 $ 0.89 $ 1.46 Discontinued operations......................................................................... - 0.18 - 0.27 Net income (loss) per share.................................................................... $ (0.35) $ 0.38 $ 0.89 $ 1.73 Weighted average common shares - diluted 39,680,565 34,961,772 37,949,021 34,779,693 December 31, December 31, (unaudited)

Consolidated Statement of Cash Flow (dollars in thousands) 29 2012 2011 Cash Flows from Operating Activities: Net income......................................................................................................................... 36,290$ 60,360$ Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact: Gain on dispositions of businesses and other assets........................................................... (280) (10,380) Depreciation..................................................................................................................... 25,050 25,940 Amortization of intangible assets....................................................................................... 19,820 14,530 Amortization of debt issue costs........................................................................................ 2,490 2,910 Deferred income taxes...................................................................................................... (8,330) 12,680 Non-cash compensation expense...................................................................................... 9,280 3,510 Excess tax benefits from stock based compensation........................................................... (2,730) (3,980) Debt extinguishment costs................................................................................................ 46,810 3,970 Increase in receivables...................................................................................................... (3,800) (21,420) Increase in inventories....................................................................................................... (48,010) (16,840) (Increase) decrease in prepaid expenses and other assets................................................... 620 (890) Increase (decrease) in accounts payable and accrued liabilities............................................ (3,700) 25,870 Other, net........................................................................................................................ (290) (450) Net cash provided by operating activities, net of acquisition impact.................................... 73,220 95,810 Cash Flows from Investing Activities: Capital expenditures......................................................................................................... (46,120) (32,620) Acquisition of businesses, net of cash acquired.................................................................. (89,880) (31,390) Net proceeds from disposition of businesses and other assets............................................. 3,000 38,780 Net cash used for investing activities............................................................................... (133,000) (25,230) Cash Flows from Financing Activities: Proceeds from sale of common stock in connection with the Company's equity offering, net of issuance costs………………………………………………………………………………………….. 79,040 - Proceeds from borrowings on term loan facilities................................................................. 584,670 269,150 Repayments of borrowings on term loan facilities................................................................. (404,770) (294,370) Proceeds from borrowings on revolving credit and accounts receivable facilities...................... 724,500 659,300 Repayments of borrowings on revolving credit and accounts receivable facilities..................... (706,500) (659,300) Retirement of 9¾% senior secured notes............................................................................ (250,000) - Senior secured notes redemption premium and debt financing fees....................................... (42,150) (6,890) Distributions to noncontrolling interests.............................................................................. (1,260) - Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations…...………………………………………………………………………………………… (990) (900) Proceeds from exercise of stock options............................................................................ 6,170 1,000 Excess tax benefits from stock based compensation........................................................... 2,730 3,980 Net cash used for financing activities............................................................................... (8,560) (28,030) Cash and Cash Equivalents: Increase (decrease) for the year......................................................................................... (68,340) 42,550 At beginning of year.......................................................................................................... 88,920 46,370 At end of year............................................................................................................... 20,580$ 88,920$ Supplemental disclosure of cash flow information: Cash paid for interest..................................................................................................... 31,300$ 40,550$ Cash paid for income taxes............................................................................................ 25,820$ 15,710$ Year ended December 31,

Additional Information Regarding Special Items Impacting Reported GAAP Financial Measures 30 Three months ended Twelve months ended December 31, December 31, (dollars in thousands, except per share amounts) 2012 2011 2012 2011 Income (loss) from continuing operations, as reported………….……………………………………………………(13,090)$ 7,130$ 36,290$ 50,810$ Less: Net income attributable to noncontrolling interests……….……………………….. 850 - 2,410 - Income (loss) from continuing operations attributable to TriMas Corporation…………. (13,940) 7,130 33,880 50,810 After-tax impact of Special Items to consider in evaluating quality of income from continuing operations: Severance and business restructuring costs....................................................... 2,630 320 7,150 320 Debt extinguishment costs................................................................................ 26,660 - 31,060 2,460 Tax restructuring.............................................................................................. (2,400) 1,250 (2,400) 1,250 Excluding Special Items, income from continuing operations attributable to TriMas Corporation would have been………………………………………………………………………………. 12,950$ 8,700$ 69,690$ 54,840$ Three months ended Twelve months ended December 31, December 31, (dollars in thousands, except per share amounts) 2012 2011 2012 2011 Diluted earnings (loss) per share from continuing operations attributable to TriMas Corporation, as reported………….…………………………………………… (0.35)$ 0.20$ 0.89$ 1.46$ After-tax impact of Special Items to consider in evaluating quality of EPS from continuing operations: Severance and business restructuring costs…………………………………………………………………………………………………… 0.07 0.01 0.19 0.01 Debt extinguishment costs................................................................................ 0.67 - 0.82 0.07 Tax restruct ring.............................................................................................. (0.06) 0.04 (0.06) 0.04 Excluding Special Items, EPS from continuing operations would have been 0.33$ 0.25$ 1.84$ 1.58$ Weighted-average shares outstanding for the three months and twelve months ended December 31, 2012 and 2011 39,680,565 34,961,772 37,949,021 34,779,693 (Unaudited)

Company and Business Segment Financial Information – Cont. Ops 31 Three months ended 2012 2011 2012 2011 Packaging Net sales......................................................................................................... 72,910$ 47,350$ 275,160$ 185,240$ Operating profit................................................................................................. 12,850$ 10,920$ 57,550$ 48,060$ Energy Net sales......................................................................................................... 46,990$ 40,970$ 190,210$ 166,780$ Operating profit................................................................................................. 3,290$ 4,820$ 17,810$ 19,740$ Aerospace & Defense Net sales......................................................................................................... 20,580$ 18,430$ 78,580$ 78,590$ Operating profit................................................................................................. 5,110$ 4,640$ 20,820$ 18,640$ Engineered Components Net sales......................................................................................................... 45,820$ 48,480$ 200,000$ 175,350$ Operating profit................................................................................................. 5,370$ 8,610$ 27,990$ 27,620$ Cequent Asia Pacific Net sales......................................................................................................... 34,330$ 26,900$ 128,560$ 94,290$ Operating profit................................................................................................. 3,300$ 4,180$ 12,300$ 13,900$ Special Items to consider in evaluating operating profit: - Severance and business restructuring costs.................................................. 270$ -$ 3,150$ -$ Excluding Special Items, operating profit would have been.............................. 3,570$ 4,180$ 15,450$ 13,900$ Cequent Americas Net sales......................................................................................................... 80,410$ 77,520$ 400,400$ 383,710$ Operating profit (loss)........................................................................................ (670)$ 2,100$ 27,420$ 32,730$ Special Items to consider in evaluating operating profit (loss): - Severance and business restructuring costs.................................................. 3,690$ 520$ 7,530$ 520$ Excluding Special Items, operating profit would have been.............................. 3,020$ 2,620$ 34,950$ 33,250$ Corporate Expenses Operating loss.................................................................................................. (9,920)$ (8,870)$ (36,020)$ (29,370)$ Total Company Net sales......................................................................................................... 301,040$ 259,650$ 1,272,910$ 1,083,960$ Operating profit................................................................................................. 19,330$ 26,400$ 127,870$ 131,320$ Total Special Items to consider in evaluating operating profit................................. 3,960$ 520$ 10,680$ 520$ Excluding Special Items, operating profit would have been.............................. 23,290$ 26,920$ 138,550$ 131,840$ December 31, December 31, Twelve months ended (Unaudited, dollars in thousands)

LTM Bank EBITDA as Defined in Credit Agreement 32 (Unaudited, dollars in thousands) 33,880$ Net income attributable to partially-owned subsidiaries................................................................. 2,410 Interest expense, net (as defined)............................................................................................... 35,800 Income tax expense.................................................................................................................. 5,970 Depreciation and amortization.................................................................................................... 44,870 Non-cash expenses compensation expense................................................................................ 9,280 Other non-cash expenses or losses........................................................................................... 3,680 Non-recurring fees and expenses in connection with acquisition integration.................................... 350 Debt extinguishment costs........................................................................................................ 46,810 Non-recurring expenses or costs for cost saving projects.............................................................. 10,230 Permitted acquisitions............................................................................................................... 2,150 EBITDA of partially-owned subsidiaries attributable to noncontrolling interest.................................. (3,720) Bank EBITDA - Year Ended December 31, 2012 (1)…………………… 191,710$ (1) As defined in the Credit Agreement dated October 11, 2012 Net income attributable to TriMas Corporation for the year ended December 31, 2012 .......................