<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Dura Automotive Systems, Inc.:
 
    We have audited the accompanying consolidated balance sheets of Dura
Automotive Systems, Inc. (a Delaware corporation) and Subsidiaries as of
December 31, 1997 and 1998 and the related consolidated statements of
operations, stockholders' investment and cash flows for each of the three years
in the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Dura Automotive Systems,
Inc. and Subsidiaries as of December 31, 1997 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.
 
                                          ARTHUR ANDERSEN LLP
 
Minneapolis, Minnesota,
January 29, 1999
 
                                      F-2
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                                 DECEMBER 31,
                                                                                            ----------------------
                                                                                               1997        1998
                                                                                            ----------  ----------
<S>                                                                                         <C>         <C>
                                          ASSETS
Current Assets:
  Cash and cash equivalents...............................................................  $    4,148  $   20,544
  Accounts receivable, net of reserve for doubtful accounts of $1,953 and $4,150..........      79,032     158,465
  Inventories.............................................................................      30,301      50,498
  Other current assets....................................................................      24,800      45,924
                                                                                            ----------  ----------
    Total current assets..................................................................     138,281     275,431
                                                                                            ----------  ----------
Property, Plant and Equipment:
  Land and buildings......................................................................      44,553      71,489
  Machinery and equipment.................................................................      73,892     144,931
  Construction in progress................................................................       6,616      10,899
  Less-accumulated depreciation...........................................................     (23,523)    (38,587)
                                                                                            ----------  ----------
    Net property, plant and equipment.....................................................     101,538     188,732
                                                                                            ----------  ----------
Goodwill, net of accumulated amortization of $5,653 and $13,926...........................     160,063     435,960
Other Assets, net of accumulated amortization of $918 and $2,419..........................      19,382      29,260
                                                                                            ----------  ----------
                                                                                            $  419,264  $  929,383
                                                                                            ----------  ----------
                                                                                            ----------  ----------
                         LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
  Accounts payable........................................................................  $   49,153  $   99,512
  Accrued liabilities.....................................................................      36,583      96,664
  Current maturities of long-term debt....................................................       2,241      15,489
                                                                                            ----------  ----------
    Total current liabilities.............................................................      87,977     211,665
                                                                                            ----------  ----------
Long-Term Debt, net of current maturities.................................................     178,081     316,417
Other Noncurrent Liabilities..............................................................      51,498     108,014
                                                                                            ----------  ----------
    Total liabilities.....................................................................     317,556     636,096
                                                                                            ----------  ----------
Commitments and Contingencies (Notes 3, 9 and 10)
Mandatorily Redeemable Convertible Trust Preferred Securities.............................          --      55,250
Stockholders' Investment:
  Preferred stock, par value $1; 5,000,000 shares authorized; none issued or
    outstanding...........................................................................          --          --
  Common stock, Class A; par value $.01; 30,000,000 shares authorized; 4,161,657 and
    9,029,085 shares issued and outstanding...............................................          42          90
  Common stock, Class B; par value $.01; 10,000,000 shares authorized; 4,654,380 and
    3,325,303 shares issued and outstanding...............................................          46          33
  Additional paid-in capital..............................................................      63,402     171,377
  Retained earnings.......................................................................      41,028      67,052
  Accumulated other comprehensive loss--cumulative translation adjustment.................      (2,810)       (515)
                                                                                            ----------  ----------
    Total stockholders' investment........................................................     101,708     238,037
                                                                                            ----------  ----------
                                                                                            $  419,264  $  929,383
                                                                                            ----------  ----------
                                                                                            ----------  ----------
</TABLE>
 
    The accompanying notes are an integral part of these consolidated 
                                 balance sheets.
 
                                      F-3
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                                                    YEARS ENDED DECEMBER 31,
                                                                               ----------------------------------
                                                                                  1996        1997        1998
                                                                               ----------  ----------  ----------
<S>                                                                            <C>         <C>         <C>
Revenues.....................................................................  $  245,329  $  449,111  $  739,467
Cost of sales................................................................     207,810     375,086     608,518
                                                                               ----------  ----------  ----------
  Gross profit...............................................................      37,519      74,025     130,949
Selling, general and administrative expenses.................................      17,157      32,815      49,825
Amortization expense.........................................................       1,036       3,600       9,868
                                                                               ----------  ----------  ----------
  Operating income...........................................................      19,326      37,610      71,256
Interest expense, net........................................................       2,589       9,298      20,267
                                                                               ----------  ----------  ----------
  Income before provision for income taxes, equity in losses of affiliate and
    minority interest........................................................      16,737      28,312      50,989
Provision for income taxes...................................................       6,609      11,670      20,933
Equity in losses of affiliate................................................          --          --       1,481
Minority interest--dividend on trust preferred securities, net...............          --          --       1,908
                                                                               ----------  ----------  ----------
  Income before extraordinary item...........................................      10,128      16,642      26,667
Extraordinary item--loss on early extinguishment of debt, net................          --          --         643
                                                                               ----------  ----------  ----------
    Net income...............................................................  $   10,128  $   16,642  $   26,024
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
Basic earnings per share:
  Income before extraordinary item...........................................  $     1.57  $     1.89  $     2.49
  Extraordinary item.........................................................          --          --       (0.06)
                                                                               ----------  ----------  ----------
    Net income...............................................................  $     1.57  $     1.89  $     2.43
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
Diluted earnings per share:
  Income before extraordinary item...........................................  $     1.57  $     1.88  $     2.42
  Extraordinary item.........................................................          --          --       (0.05)
                                                                               ----------  ----------  ----------
    Net income...............................................................  $     1.57  $     1.88  $     2.37
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-4
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                          COMMON STOCK
                                                         -----------------------------------------------
                                                                CLASS A                  CLASS B          ADDITIONAL
                                                         ----------------------  -----------------------    PAID-IN     RETAINED
                                                          SHARES      AMOUNT       SHARES      AMOUNT       CAPITAL     EARNINGS
                                                         ---------  -----------  ----------  -----------  -----------  -----------
<S>                                                      <C>        <C>          <C>         <C>          <C>          <C>
BALANCE, December 31, 1995.............................         --   $      --    5,007,307   $      50    $  13,375    $  14,258
  Initial public offering of common stock, net.........  3,795,000          38           --          --       49,537           --
  Repurchase of common stock, net......................         --          --       (9,053)         --          (19)          --
  Net income...........................................         --          --           --          --           --       10,128
                                                         ---------         ---   ----------         ---   -----------  -----------
BALANCE, December 31, 1996.............................  3,795,000          38    4,998,254          50       62,893       24,386
  Sale of stock under Employee Stock Discount Purchase
    Plan...............................................     16,922          --           --          --          383           --
  Exercise of options..................................      5,861          --           --          --           85           --
  Collection of common stock subscriptions receivable..         --          --           --          --           41           --
  Conversion from Class B to Class A...................    343,874           4     (343,874)         (4)          --           --
  Net income...........................................         --          --           --          --           --       16,642
  Other comprehensive income--foreign currency
    translation adjustment.............................         --          --           --          --           --           --
  Total comprehensive income...........................
                                                         ---------         ---   ----------         ---   -----------  -----------
BALANCE, December 31, 1997.............................  4,161,657          42    4,654,380          46       63,402       41,028
  Sale of stock under Employee Stock Discount Purchase
    Plan...............................................     25,651          --           --          --          512           --
  Exercise of options..................................      5,700          --        7,000          --           97           --
  Collection of common stock subscriptions receivable..         --          --           --          --           45           --
  Public offering of Class A common stock, net.........  3,500,000          35           --          --      107,321           --
  Conversion from Class B to Class A...................  1,336,077          13   (1,336,077)        (13)          --           --
  Net income...........................................         --          --           --          --           --       26,024
  Other comprehensive income--foreign currency
    translation adjustment.............................         --          --           --          --           --           --
  Total comprehensive income...........................
                                                         ---------         ---   ----------         ---   -----------  -----------
BALANCE, December 31, 1998.............................  9,029,085   $      90    3,325,303   $      33    $ 171,377    $  67,052
                                                         ---------         ---   ----------         ---   -----------  -----------
                                                         ---------         ---   ----------         ---   -----------  -----------
 
<CAPTION>
 
                                                           ACCUMULATED
                                                              OTHER          TOTAL
                                                          COMPREHENSIVE   STOCKHOLDERS'
                                                              LOSS         INVESTMENT
                                                         ---------------  ------------
<S>                                                      <C>              <C>
BALANCE, December 31, 1995.............................     $      --      $   27,683
  Initial public offering of common stock, net.........            --          49,575
  Repurchase of common stock, net......................            --             (19)
  Net income...........................................            --          10,128
                                                               ------     ------------
BALANCE, December 31, 1996.............................            --          87,367
  Sale of stock under Employee Stock Discount Purchase
    Plan...............................................            --             383
  Exercise of options..................................            --              85
  Collection of common stock subscriptions receivable..            --              41
  Conversion from Class B to Class A...................            --              --
  Net income...........................................            --
  Other comprehensive income--foreign currency
    translation adjustment.............................        (2,810)
  Total comprehensive income...........................                        13,832
                                                               ------     ------------
BALANCE, December 31, 1997.............................        (2,810)        101,708
  Sale of stock under Employee Stock Discount Purchase
    Plan...............................................            --             512
  Exercise of options..................................            --              97
  Collection of common stock subscriptions receivable..            --              45
  Public offering of Class A common stock, net.........            --         107,356
  Conversion from Class B to Class A...................            --              --
  Net income...........................................            --
  Other comprehensive income--foreign currency
    translation adjustment.............................         2,295
  Total comprehensive income...........................                        28,319
                                                               ------     ------------
BALANCE, December 31, 1998.............................     $    (515)     $  238,037
                                                               ------     ------------
                                                               ------     ------------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-5
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                     YEARS ENDED DECEMBER 31,
                                                                                 ---------------------------------
                                                                                   1996        1997        1998
                                                                                 ---------  ----------  ----------
<S>                                                                              <C>        <C>         <C>
OPERATING ACTIVITIES:
  Net income...................................................................  $  10,128  $   16,642  $   26,024
  Adjustments required to reconcile net income to net cash provided by
    operating activities--
    Depreciation and amortization..............................................      6,079      12,303      27,571
    Deferred income tax provision..............................................      3,331       1,521       7,833
    Extraordinary loss on extinguishment of debt...............................         --          --         643
    Other......................................................................         --          --        (315)
    Equity in losses of affiliates.............................................         --          --       1,481
    Change in other operating items:
      Accounts receivable......................................................     (2,248)    (12,841)    (13,536)
      Inventories..............................................................        458       2,512        (905)
      Other current assets.....................................................      3,038      (7,803)     (7,631)
      Accounts payable and accrued liabilities.................................       (994)      3,479       8,203
      Other assets and liabilities.............................................         --      (7,297)    (41,681)
                                                                                 ---------  ----------  ----------
        Net cash provided by operating activities..............................     19,792       8,516       7,687
                                                                                 ---------  ----------  ----------
INVESTING ACTIVITIES:
  Capital expenditures, net....................................................     (6,260)    (16,242)    (31,822)
  Acquisitions, net............................................................    (83,850)    (70,481)   (135,712)
  Investments in joint ventures and other......................................     (4,983)     (6,663)         --
                                                                                 ---------  ----------  ----------
        Net cash used in investing activities..................................    (95,093)    (93,386)   (167,534)
                                                                                 ---------  ----------  ----------
FINANCING ACTIVITIES:
  Borrowings under revolving credit facilities.................................    145,500     267,987     417,267
  Repayments of revolving credit facilities....................................    (68,500)   (174,869)   (385,052)
  Long-term borrowings.........................................................         --          --     100,265
  Repayments of long-term borrowings...........................................    (51,320)     (6,008)   (116,351)
  Proceeds from stock offering, net............................................     49,575          --     107,848
  Proceeds from issuance of preferred securities...............................         --          --      52,525
  Sale (repurchase) of common stock, net.......................................        (19)        510         118
                                                                                 ---------  ----------  ----------
        Net cash provided by financing activities..............................     75,236      87,620     176,620
                                                                                 ---------  ----------  ----------
EFFECT OF EXCHANGE RATES ON CASH...............................................         --        (269)       (377)
                                                                                 ---------  ----------  ----------
NET CHANGE IN CASH AND CASH EQUIVALENTS........................................        (65)      2,481      16,396
CASH AND CASH EQUIVALENTS, beginning of period.................................      1,732       1,667       4,148
                                                                                 ---------  ----------  ----------
CASH AND CASH EQUIVALENTS, end of period.......................................  $   1,667  $    4,148  $   20,544
                                                                                 ---------  ----------  ----------
                                                                                 ---------  ----------  ----------
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for--
    Interest...................................................................  $   3,195  $    8,715  $   24,941
                                                                                 ---------  ----------  ----------
                                                                                 ---------  ----------  ----------
    Income taxes...............................................................  $   2,087  $    5,589  $   11,446
                                                                                 ---------  ----------  ----------
                                                                                 ---------  ----------  ----------
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                      F-6
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. ORGANIZATION AND BASIS OF PRESENTATION:
 
    Dura Automotive Systems, Inc. (the "Company") and subsidiaries designs and
manufactures engineered mechanisms for the global automotive industry. The
Company has manufacturing facilities located in Indiana, Michigan, Missouri,
Tennessee, Australia, Brazil, Canada, France, Germany, Mexico, Spain, and the
United Kingdom.
 
2. SIGNIFICANT ACCOUNTING POLICIES:
 
    PRINCIPLES OF CONSOLIDATION:
 
    The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.
 
    FISCAL YEAR:
 
    The Company reports its operating results based on a 52-/53-week fiscal
year. For presentation purposes, the Company uses December 31 as its fiscal
year-end.
 
    CASH EQUIVALENTS:
 
    Cash equivalents consist of money market instruments with original
maturities of three months or less and are stated at cost which approximates
fair value.
 
    INVENTORIES:
 
    Inventories are valued at the lower of first-in, first-out ("FIFO") cost or
market.
 
    Inventories consisted of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                          --------------------
                                                                            1997       1998
                                                                          ---------  ---------
<S>                                                                       <C>        <C>
Raw materials...........................................................  $  15,562  $  23,067
Work-in-process.........................................................      9,126     11,155
Finished goods..........................................................      5,613     16,276
                                                                          ---------  ---------
                                                                          $  30,301  $  50,498
                                                                          ---------  ---------
                                                                          ---------  ---------
</TABLE>
 
    OTHER CURRENT ASSETS:
 
    Other current assets consisted of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                          --------------------
                                                                            1997       1998
                                                                          ---------  ---------
<S>                                                                       <C>        <C>
Excess of cost over billings on uncompleted tooling projects............  $  12,603  $  20,640
Deferred income taxes...................................................      9,350     14,023
Prepaid expenses........................................................      2,847     11,261
                                                                          ---------  ---------
                                                                          $  24,800  $  45,924
                                                                          ---------  ---------
                                                                          ---------  ---------
</TABLE>
 
                                      F-7
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    Excess of cost over billings on uncompleted tooling projects represents
costs incurred by the Company in the production of customer-owned tooling to be
used by the Company in the manufacture of its products. The Company receives a
specific purchase order for this tooling and is reimbursed by the customer
within one operating cycle. Costs are deferred until reimbursed by the customer.
Forecasted losses on incomplete projects are recognized currently.
 
    PROPERTY, PLANT AND EQUIPMENT:
 
    Property, plant and equipment are stated at cost. For financial reporting
purposes, depreciation is provided on the straight-line method over the
following estimated useful lives:
 
<TABLE>
<S>                                                            <C>
Buildings....................................................  20 to 30 years
Machinery and equipment......................................   3 to 20 years
</TABLE>
 
    Accelerated depreciation methods are used for tax reporting purposes.
 
    Maintenance and repairs are charged to expense as incurred. Major
betterments and improvements which extend the useful life of the item are
capitalized and depreciated. The cost and accumulated depreciation of property,
plant and equipment retired or otherwise disposed of are removed from the
related accounts, and any residual values are charged or credited to income.
 
    GOODWILL AND OTHER ASSETS:
 
    Goodwill represents the excess of the purchase price over the fair value of
the net assets acquired and is being amortized on a straight-line basis over 40
years. Other assets principally consist of debt financing costs which are being
amortized over the term of the applicable agreement, and the Company's net
investment in its joint ventures.
 
    The Company periodically evaluates whether events and circumstances have
occurred which may affect the estimated useful life or the recoverability of the
remaining balance of its goodwill and other long-lived assets. If such events or
circumstances were to indicate that the carrying amount of these assets would
not be recoverable, the Company would estimate the future cash flows expected to
result from the use of the assets and their eventual disposition. If the sum of
the expected future cash flows (undiscounted and without interest charges) were
less than the carrying amount of goodwill and other long-lived assets, the
Company would recognize an impairment loss.
 
    Certain tooling and design costs related to previously proven product
designs are reimbursed by the Company's customers as the related product is sold
through an incremental increase in each product's unit selling price. Such costs
are capitalized and amortized using the unit of production method over the
estimated life of the related tool. Amounts capitalized and included in other
assets were $4.2 million at December 31, 1997 and $5.1 million at December 31,
1998. If the Company forecasts that the amount of capitalized tooling and design
costs exceeds the amount to be realized through the sale of product, a loss is
recognized currently. Research and development and start-up costs, which are not
material, are expensed as incurred.
 
                                      F-8
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    ACCRUED LIABILITIES:
 
    Accrued liabilities consisted of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                          --------------------
                                                                            1997       1998
                                                                          ---------  ---------
<S>                                                                       <C>        <C>
Plant closure and consolidation costs...................................  $   4,210  $  34,801
Compensation and benefits...............................................     11,284     21,557
Medical insurance.......................................................      8,036     11,057
Legal and environmental.................................................      2,265      4,752
Interest................................................................        957      3,785
Loss contracts..........................................................      1,951      2,721
Other...................................................................      7,880     17,991
                                                                          ---------  ---------
                                                                          $  36,583  $  96,664
                                                                          ---------  ---------
                                                                          ---------  ---------
</TABLE>
 
    OTHER NONCURRENT LIABILITIES:
 
    Other noncurrent liabilities consisted of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                                         ---------------------
                                                                           1997        1998
                                                                         ---------  ----------
<S>                                                                      <C>        <C>
Plant closure and consolidation costs..................................  $  23,724  $   46,154
Loss contracts.........................................................     11,371      16,557
Post-retirement medical benefits.......................................      7,188      16,533
Legal and environmental................................................      7,496      14,673
Deferred income taxes..................................................         --       8,652
Other..................................................................      1,719       5,445
                                                                         ---------  ----------
                                                                         $  51,498  $  108,014
                                                                         ---------  ----------
                                                                         ---------  ----------
</TABLE>
 
    REVENUE RECOGNITION AND SALES COMMITMENTS:
 
    The Company recognizes revenue as its products are shipped to its customers.
The Company enters into agreements with its customers at the beginning of a
given vehicle's life to produce products. Once such agreements are entered into
by the Company, fulfillment of the customers' purchasing requirements is the
obligation of the Company for the entire production life of the vehicle, with
terms of up to 7 years, and the Company has no provisions to terminate such
contracts. In certain instances, the Company may be committed under existing
agreements to supply product to its customers at selling prices which are not
sufficient to cover the direct cost to produce such product. In such situations,
the Company records a liability for the estimated future amount of such losses.
Such losses are recognized at the time that the loss is probable and reasonably
estimable and is recorded at the minimum amount necessary to fulfill the
Company's obligations to its customers.
 
                                      F-9
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    INCOME TAXES:
 
    The Company accounts for income taxes following the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 109, which requires recognition
of deferred tax assets and liabilities for the expected future tax consequences
of events that have been included in the financial statements or tax returns.
Under this method, deferred tax assets and liabilities are determined based on
the difference between the financial statement and tax bases of assets and
liabilities using currently enacted tax rates.
 
    COMPREHENSIVE INCOME:
 
    Effective January 1, 1998, the Company adopted the provisions of SFAS No.
130, "Reporting Comprehensive Income." This statement established standards for
reporting and display of comprehensive income and its components. Comprehensive
income reflects the change in equity of a business enterprise during a period
from transactions and other events and circumstances from non-owner sources. For
the Company, comprehensive income represents net income adjusted for foreign
currency translation adjustments. In accordance with SFAS No. 130, the Company
has chosen to disclose comprehensive income in the consolidated statements of
stockholders' investment. Prior years have been restated to conform to SFAS No.
130 requirements.
 
    FAIR VALUE OF FINANCIAL INSTRUMENTS:
 
    The carrying amount of cash and cash equivalents, accounts receivable,
accounts payable and revolving credit facilities approximates fair value because
of the short maturity of these instruments. The carrying amount of the Company's
long-term debt approximates fair value because of the variability of the
interest cost associated with these instruments. The Notes were recorded at fair
value in connection with the acquisition of Trident Automotive plc in April 1998
(see Note 5) and the Company believes there has been no material change in the
estimated fair value since such date. The fair value of the Company's Preferred
Securities (see Note 4), based on Nasdaq market quote activity as of yearend,
approximated carrying value.
 
    SEGMENT REPORTING:
 
    In 1998, the Company adopted SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information." SFAS No. 131 supersedes SFAS No. 14
replacing the "industry segment" approach with the "management" approach. The
management approach designates the internal organization that is used by
management for making operating decisions and assessing performance as the
source of the Company's reportable segments. SFAS No. 131 also requires
disclosures about products and services, geographic areas, and major customers.
The adoption of SFAS No. 131 did not affect results of operations or financial
position but did affect the disclosure of segment information (see Note 8).
 
    COMMON STOCK:
 
    The holder of each share of Class A common stock outstanding is entitled to
one vote per share and the holder of each share of Class B common stock
outstanding is entitled to ten votes per share.
 
                                      F-10
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2. SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    STOCK OPTIONS:
 
    The Company accounts for stock options under the provisions of Accounting
Principles Board Opinion ("APB") No. 25, under which no compensation expense is
recognized when the stock options are granted. The pro forma effects had the
Company followed the provisions of SFAS No. 123 are included in Note 3.
 
    USE OF ESTIMATES:
 
    The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. The ultimate results could differ from those estimates.
 
    FOREIGN CURRENCY TRANSLATION:
 
    Assets and liabilities of the Company's foreign operations are translated
using the year-end rates of exchange. Results of operations are translated using
the average rates prevailing throughout the period. Translation gains or losses
are accumulated as a separate component of stockholders' investment.
 
    RECLASSIFICATIONS:
 
    Certain amounts previously reported in the 1996 and 1997 consolidated
financial statements have been reclassified to conform to the 1998 presentation.
The reclassifications had no effect on previously reported net income or
stockholders' investment.
 
    RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
 
    In June 1998 the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," effective for
years beginning after June 15, 1999. SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument, including
certain derivative instruments embedded in other contracts, be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
No. 133 requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge criteria are met. Special accounting
for qualifying hedges allow a derivative's gains or losses to offset related
results on the hedged item in the statement of operations and requires that a
company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. The Company has not yet quantified
the impacts of adopting SFAS No. 133 and has not yet determined the timing of
adoption.
 
    In April 1998, the Financial Accounting Standards Board issued Statement of
Position ("SOP") No. 98-5, "Reporting on the Costs of Start-Up Activities,"
effective for fiscal years beginning after December 15, 1998. SOP 98-5 requires
the expensing of start-up activities as incurred, versus capitalizing and
expensing them over a period of time. The Company is currently in the process of
assessing the impact of adopting SOP 98-5 and will adopt this new pronouncement
during 1999.
 
                                      F-11
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3. STOCKHOLDERS' INVESTMENT:
 
    PUBLIC OFFERING OF COMMON STOCK:
 
    On August 14, 1996, the Company completed an initial public offering of
3,795,000 shares of its Class A common stock at $14.50 per share (the "1996
Offering"). The Company received net proceeds of approximately $49.6 million
from the 1996 Offering. Net proceeds from the 1996 Offering were used to repay
certain outstanding indebtedness. Immediately prior to the completion of the
1996 Offering, the Company's board of directors and stockholders approved an
Amended and Restated Certificate of Incorporation and a recapitalization
pursuant to which the outstanding shares of the Company's Class A, B and C
common stock were exchanged for 4,998,254 shares in the aggregate of the
Company's new Class B common stock (out of a total of 10,000,000 shares of Class
B common stock authorized for issuance under the Amended and Restated
Certificate of Incorporation). Immediately after the consummation of the
recapitalization and the 1996 Offering, the Company had 8,793,254 shares of
common stock outstanding. In addition, the Company has options outstanding to
purchase 25,045 shares of Class B common stock at an exercise price of $1.45 per
share. The accompanying consolidated financial statements have been
retroactively restated to give effect to the recapitalization as if it had
occurred at the beginning of the earliest period presented.
 
    On June 17, 1998, the Company completed a secondary offering of 3,100,000
shares of its Class A common stock at an offering price of $32.75 per share
("Offering"). Net proceeds to the Company, after underwriting discounts and
offering expenses, were approximately $95.0 million. Proceeds from the Offering
were used to retire outstanding indebtedness. Certain stockholders of the
Company converted 1,308,000 shares of Class B common stock of the Company into
Class A common stock and sold such Class A common stock concurrent with the
Offering. In addition, an employee of the Company exercised an option to acquire
5,000 shares of Class A common stock at an exercise price of $14.50 per share,
and sold such Class A shares concurrent with the Offering. On July 1, 1998, the
underwriters, pursuant to their over-allotment option, purchased an additional
400,000 Class A shares resulting in additional net proceeds of approximately
$12.4 million to the Company.
 
                                      F-12
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3. STOCKHOLDERS' INVESTMENT: (CONTINUED)
    EARNINGS PER SHARE:
 
    Basic earnings per share were computed by dividing net income by the
weighted average number of Class A and Class B common shares outstanding during
the year. Diluted earnings per share include (i) the effects of outstanding
stock options using the treasury stock method and (ii) the conversion of the
Preferred Securities from their date of issuance on March 20, 1998 as follows
(in thousands, except per share data):
 
<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                         -------------------------------
                                                                           1996       1997       1998
                                                                         ---------  ---------  ---------
<S>                                                                      <C>        <C>        <C>
Net income.............................................................  $  10,128  $  16,642  $  26,024
Dividends on mandatorily redeemable convertible preferred securities,
  net of tax...........................................................         --         --      1,908
                                                                         ---------  ---------  ---------
Net income applicable to common stockholders...........................  $  10,128  $  16,642  $  27,932
                                                                         ---------  ---------  ---------
                                                                         ---------  ---------  ---------
Weighted average number of Class A common shares outstanding...........      1,434      3,907      6,763
Weighted average number of Class B common shares outstanding...........      5,000      4,901      3,945
                                                                         ---------  ---------  ---------
                                                                             6,434      8,808     10,708
Dilutive effect of outstanding stock options after application of the
  treasury stock method................................................         28         61         81
Dilutive effect of mandatorily redeemable convertible preferred
  securities, assuming conversion......................................         --         --      1,006
                                                                         ---------  ---------  ---------
Diluted shares outstanding.............................................      6,462      8,869     11,795
                                                                         ---------  ---------  ---------
                                                                         ---------  ---------  ---------
Basic earnings per share...............................................  $    1.57  $    1.89  $    2.43
                                                                         ---------  ---------  ---------
                                                                         ---------  ---------  ---------
Diluted earnings per share.............................................  $    1.57  $    1.88  $    2.37
                                                                         ---------  ---------  ---------
                                                                         ---------  ---------  ---------
</TABLE>
 
    STOCK OPTION PLAN:
 
    During 1998, the board of directors approved the 1998 Stock Incentive Plan
(the "1998 Plan") subject to stockholder approval. Prior to consummation of the
1996 Offering, the board of directors and stockholders of the Company approved
the 1996 Key Employee Stock Option Plan (the "Stock Option Plan"). Certain
people who are full-time, salaried employees of the Company are eligible to
participate in the 1998 Plan and the Stock Option Plan (an "Employee
Participant"). A committee of the board of directors selects the Employee
Participants and determines the terms and conditions of the options. The 1998
Plan provides for the issuance of options at exercise prices equal to the stock
market price on the date of grant to Employee Participants covering up to
1,000,000 shares of Class A common stock of the Company plus any shares carried
over from the Stock Option Plan plus an annual increase, as defined in
 
                                      F-13
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3. STOCKHOLDERS' INVESTMENT: (CONTINUED)
the 1998 Plan, subject to certain adjustments reflecting changes in the
Company's capitalization. Information regarding the option plans is as follows:
 
<TABLE>
<CAPTION>
                                                                                               WEIGHTED
                                                                    SHARES                      AVERAGE
                                                                    UNDER        EXERCISE      EXERCISE
                                                                    OPTION        PRICE          PRICE
                                                                  ----------  --------------  -----------
<S>                                                               <C>         <C>             <C>
Outstanding, December 31, 1995..................................          --  $           --   $      --
  Granted.......................................................     108,134           14.50       14.50
  Granted.......................................................      76,100           20.75       20.75
  Granted.......................................................       3,500           23.50       23.50
                                                                  ----------  --------------  -----------
Outstanding, December 31, 1996..................................     187,734     14.50-23.50       17.20
  Granted.......................................................      20,000           28.00       28.00
  Granted.......................................................      80,000           24.50       24.50
  Granted.......................................................      44,300           25.75       25.75
  Exercised.....................................................      (5,861)    14.50-20.75       14.61
  Forfeited.....................................................      (9,500)          20.75       20.75
                                                                  ----------  --------------  -----------
Outstanding, December 31, 1997..................................     316,673     14.50-28.00       20.86
  Granted.......................................................     151,100           38.63       38.63
  Granted.......................................................     589,600           29.00       29.00
  Exercised.....................................................      (5,700)    14.50-20.75       15.27
  Forfeited.....................................................     (46,875)    20.75-38.63       37.40
                                                                  ----------  --------------  -----------
Outstanding, December 31, 1998..................................   1,004,798  $  14.50-38.63   $   27.57
                                                                  ----------  --------------  -----------
                                                                  ----------  --------------  -----------
</TABLE>
 
    Of the outstanding options at December 31, 1998, options covering 179,623
shares are currently exercisable with a weighted average exercise price of
$18.39 per share.
 
    The weighted average fair value of options granted was $8.92 during 1996,
$14.05 during 1997, and $16.61 during 1998.
 
    As of December 31, 1998, the outstanding stock options granted in 1997 have
a remaining contractual life of 9 years and the outstanding stock options
granted in 1998 have a remaining contractual life of 10 years.
 
    INDEPENDENT DIRECTOR STOCK OPTION PLAN:
 
    Prior to consummation of the 1996 Offering, the board of directors and
stockholders of the Company approved the Dura Automotive Systems, Inc.
Independent Director Stock Option Plan (the "Director Option Plan") that
provides for the issuance of options to Independent Directors, as defined, to
acquire up to 100,000 shares of the Company's Class A common stock, subject to
certain adjustments reflecting changes in the Company's capitalization. The
option exercise price must be at least 100 percent of the fair value of the
Class A common stock at the time the option is issued. Such option grants vest
six months from the date of grant. As of December 31, 1998, the Company had
granted options under the Director Option Plan to acquire 21,000 shares of the
Company's Class A common stock at an exercise price of $24.50 to $25.50 per
share. As of December 31, 1998, 12,000 of these options were exercisable.
 
                                      F-14
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3. STOCKHOLDERS' INVESTMENT: (CONTINUED)
    EMPLOYEE STOCK DISCOUNT PURCHASE PLAN:
 
    Prior to consummation of the 1996 Offering, the board of directors and
stockholders of the Company approved the Dura Automotive Systems, Inc. Employee
Stock Discount Purchase Plan (the "Employee Stock Purchase Plan") which provides
for the sale of up to 500,000 shares of the Company's Class A common stock at
discounted purchase prices, subject to certain limitations. The cost per share
under this plan is 85% of the market value of the Company's Class A common stock
at the date of purchase, as defined. Pursuant to this plan, 16,922 and 25,651
shares of Class A common stock were issued to employees during the years ended
December 31, 1997 and 1998, respectively. No shares were issued to employees
pursuant to this plan during 1996. The weighted average fair value of shares
sold in 1997 and 1998 was $22.63 and $25.94, respectively.
 
    STOCK-BASED COMPENSATION PLANS:
 
    As discussed above, the Company has two stock option plans, the Stock Option
Plan and the Director Option Plan, and the Employee Stock Purchase Plan. The
Company has elected to continue to account for these plans under APB No. 25,
under which no compensation cost has been recognized. Had compensation cost for
these plans been determined under SFAS No. 123, the Company's pro forma net
income and pro forma earnings per share would have been as follows (in
thousands):
 
<TABLE>
<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                                        -------------------------------
                                                                          1996       1997       1998
                                                                        ---------  ---------  ---------
<S>                                 <C>                                 <C>        <C>        <C>
Net income........................  As Reported--Basic                  $  10,128  $  16,642  $  26,024
                                    Pro Forma                              10,093     16,504     25,530
 
                                    As Reported--Diluted                $  10,128  $  16,642  $  27,932
                                    Pro Forma                              10,093     16,504     27,438
 
Basic earnings per share..........  As Reported                         $    1.57  $    1.89  $    2.43
                                    Pro Forma                                1.57       1.87       2.38
 
Diluted earnings per share........  As Reported                         $    1.57  $    1.88  $    2.37
                                    Pro Forma                                1.56       1.86       2.33
</TABLE>
 
    The effect of the stock offered under the Employee Stock Purchase Plan was
not material for 1997 and 1998.
 
    The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes option pricing model with the following weighted average
assumptions: risk free interest rates of 6.1% to 6.6% in 1996, 5.7% to 6.5% in
1997 and 4.6% to 5.7% in 1998; expected life of seven years for 1996, 1997 and
1998; an average expected volatility of 50% in 1996, 39% in 1997 and 46% in
1998.
 
    DIVIDENDS:
 
    The Company has not declared or paid any cash dividends in the past. As
discussed in Note 6, the Company's debt agreement restricts the amount of
dividends the Company can declare or pay. As of December 31, 1998, under the
most restrictive debt covenants, the Company could not have paid any cash
dividends.
 
                                      F-15
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
4. MANDATORILY REDEEMABLE CONVERTIBLE TRUST PREFERRED SECURITIES:
 
    On March 20, 1998, Dura Automotive Systems Capital Trust (the "Issuer"), a
wholly owned statutory business trust of the Company, completed the offering of
$55.3 million of its 7 1/2% Convertible Trust Preferred Securities ("Preferred
Securities"), resulting in net proceeds to the Company of approximately $52.6
million. The Preferred Securities are redeemable, in whole or part, on or after
March 31, 2001 and all Preferred Securities must be redeemed no later than March
31, 2028. The Preferred Securities are convertible, at the option of the holder,
into Class A common stock of the Company at a rate of 0.5831 shares of Class A
common stock for each Preferred Security, which is equivalent to a conversion
price of $42 7/8 per share. The net proceeds of the offering were used to repay
outstanding indebtedness. Dividends on the Preferred Securities, net of the
related income tax benefit, are reflected as minority interest in the
accompanying consolidated statements of operations.
 
    No separate financial statements of the Issuer have been included herein.
The Company does not consider that such financial statements would be material
to holders of Preferred Securities because (i) all of the voting securities of
the Issuer are owned, directly or indirectly, by the Company, a reporting
company under the Exchange Act, (ii) the Issuer has no independent operations
and exists for the sole purpose of issuing securities representing undivided
beneficial interests in the assets of the Issuer and investing the proceeds
thereof in 7 1/2% Convertible Subordinated Debentures due March 31, 2028 issued
by the Company, and (iii) the obligations of the Issuer under the Preferred
Securities are fully and unconditionally guaranteed by the Company.
 
5. ACQUISITIONS:
 
    In August 1996, the Company formed a joint venture with Excel Industries
Inc. ("Excel") to participate equally in the acquisition of a 26% interest in
Pollone S.A. ("Pollone"), a manufacturer of automotive components and mechanical
assemblies headquartered in Brazil for $5 million in total, and has made
additional loans to Pollone of $10 million in total pursuant to notes which bear
interest at approximately 7% and mature from January 1999 through December 2001.
Certain of these notes are convertible into equity of Pollone, at the joint
venture's option. In January 1998, the joint venture exercised its option to
convert an additional $5 million of notes to common equity of Pollone,
increasing the joint venture's ownership to 51%, and as of such date, began
consolidating the results of Pollone into the results of the joint venture. The
Company accounts for its investment in the joint venture under the equity method
of accounting and recorded a charge for its share of the loss of the joint
venture's operations in 1998 of approximately $1.5 million. The joint venture
has an option to purchase an additional 19% of common equity of Pollone for
approximately $1.5 million. In addition, the joint venture partners have
guaranteed $6 million of outstanding debt of Pollone. The Company's total
investment in the joint venture of approximately $8.5 million as of December 31,
1998 is included in other assets in the accompanying consolidated balance sheet.
 
    In January 1997, the Company acquired all of the outstanding common stock of
the VOFA Group ("VOFA") for approximately $38.0 million in cash and assumed
indebtedness. The cash portion of the purchase price was financed with
borrowings under the Company's bank credit agreement. In December 1998, the
Company made a final payment of approximately $6.0 million to the former owners
of VOFA for the achievement of certain operating targets by VOFA following the
acquisition. VOFA manufactures shifter cables, brake cables and other light duty
cables for the European automotive and industrial markets from facilities in
Dusseldorf, Gehren and Daun, Germany and Barcelona, Spain.
 
                                      F-16
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
5. ACQUISITIONS: (CONTINUED)
    In August 1997, the Company acquired GT Automotive Systems, Inc. ("GT
Automotive"), headquartered in Livonia, Michigan. GT Automotive has
manufacturing facilities in Livonia and Warren, Michigan and Windsor and
Brantford, Ontario, Canada, with annual revenues of approximately $70.0 million.
Initial consideration for the acquisition of GT Automotive was $45.0 million in
cash and assumed indebtedness. In 1999, the Company will make a final payment of
approximately $11.0 million for the achievement of certain operating targets by
GT Automotive following the acquisition. The acquisition was financed with
proceeds from borrowings under the Company's bank credit agreement, as amended.
 
    In December 1997, the Company purchased approximately 19% of the outstanding
common stock of Thixotech Inc. ("Thixotech") for approximately $0.5 million. The
Company also loaned Thixotech an additional $2.8 million pursuant to notes which
are convertible into additional common stock of Thixotech at the Company's
option. Thixotech is currently pursuing the development of an alternative
manufacturing technology for component parts.
 
    In December 1997, the Company acquired REOM Industries (Aust) Pty Ltd.
("REOM"), an Australian designer and manufacturer of jacks and parking brakes,
for approximately $3.7 million. The acquisition added market penetration in
parking brakes, added a new product (jacks) and established a presence in the
Pacific Rim.
 
    In March 1998, the Company acquired Universal Tool & Stamping Co., Inc.
("Universal"), a manufacturer of jacks for the North American automotive
industry, for approximately $19.5 million. The acquisition provided the Company
with a market presence for jacks in North America and added Honda as a
significant new customer.
 
    In April 1998, the Company acquired all of the outstanding equity interests
of Trident Automotive plc ("Trident"). Trident had revenues of approximately
$300.0 million in 1997, of which 69 percent was derived from sales of cable
assemblies, principally to the automotive OEM market, and the balance from door
handle assemblies, lighting and other products. Approximately 68 percent of
Trident's revenues were generated in North America, 27 percent in Europe and the
remainder in Latin America. Trident has manufacturing and technical facilities
in Michigan, Tennessee, Canada, the United Kingdom, Germany, France and Brazil.
Pursuant to the terms of the agreement, the Company acquired all of the
outstanding equity interests of Trident for total consideration of $93.2 million
in cash. In addition, the Company assumed $75.0 million of Trident's outstanding
10% Senior Subordinated Notes (the "Notes") due 2005. The Company also repaid
Trident's outstanding senior indebtedness of approximately $53.0 million. The
acquisition of Trident was financed with borrowings under a new credit facility
which is further described in Note 6.
 
    In August 1998, the Company acquired the hinge business ("Hinge") of Tower
Automotive, Inc. for approximately $37.3 million. Hinge had annual revenues of
approximately $50.0 million and manufactures automotive hood and deck lid
hinges.
 
    The acquisitions of the VOFA, GT Automotive, REOM, Universal, Trident, and
Hinge have been accounted for using the purchase method of accounting and,
accordingly, the assets acquired and liabilities assumed have been recorded at
their fair values as of the dates of the acquisitions. The excess of the
purchase price over the fair value of the assets acquired and liabilities
assumed has been recorded as goodwill. The assets acquired and liabilities
assumed of Universal, Trident and Hinge have been recorded based upon
preliminary estimates of fair value as of the dates of acquisition. The Company
does not believe the final allocation of purchase price will be materially
different from preliminary allocations. Any
 
                                      F-17
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
5. ACQUISITIONS: (CONTINUED)
changes to the preliminary estimates will be reflected as an adjustment to
goodwill. Additional purchase liabilities recorded in conjunction with the 1998
acquisitions included approximately $45.4 million for costs associated with the
shutdown and consolidation of certain acquired facilities and $20.6 million for
associated severance and other related costs. At December 31, 1998 liabilities
for approximately $48.6 million for costs associated with the shutdown and
consolidation of certain acquired facilities and $32.4 million in severance
costs are recorded on the consolidated balance sheet. Results of operations for
these acquisitions have been included in the accompanying consolidated financial
statements since the dates of acquisition.
 
    The accompanying unaudited consolidated pro forma results of operations for
the years ended December 31, 1997 and 1998 give effect to (i) the acquisitions
of GT Automotive, Universal, Trident and Hinge, (ii) the Offering, and (iii) the
offering of the Preferred Securities as if such transactions had occurred at the
beginning of the period and exclude the effects of the extraordinary loss (in
thousands, except per share amounts):
 
<TABLE>
<CAPTION>
                                                                          PRO FORMA FOR
                                                                      YEARS ENDED DECEMBER 31,
                                                                      ------------------------
                                                                          1997        1998
                                                                       ----------  ----------
<S>                                                                    <C>         <C>
Revenues.............................................................  $  876,840  $  886,849
Operating income.....................................................      63,811      75,830
Net income before extraordinary item.................................      21,806      26,996
Basic earnings per share.............................................  $     1.77  $     2.19
Diluted earnings per share...........................................        1.77        2.15
</TABLE>
 
    The unaudited pro forma consolidated financial information does not purport
to represent what the Company's financial position or results of operations
would actually have been if these transactions had occurred at such dates or to
project the Company's future results of operations.
 
6. DEBT:
 
    Debt consisted of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                                        ----------------------
                                                                           1997        1998
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
Bank Credit Agreement:
Term loans............................................................  $       --  $   90,077
Revolving credit facilities...........................................          --     153,433
Trident 10% senior subordinated notes.................................          --      81,150
Revolving credit facility, due August 2002, interest at 3.94% to 8.50%
  at December 31, 1997................................................     165,158          --
Other.................................................................      15,164       7,246
                                                                        ----------  ----------
                                                                           180,322     331,906
Less--Current maturities..............................................      (2,241)    (15,489)
                                                                        ----------  ----------
                                                                        $  178,081  $  316,417
                                                                        ----------  ----------
                                                                        ----------  ----------
</TABLE>
 
                                      F-18
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6. DEBT: (CONTINUED)
    Future maturities of long-term debt as of December 31, 1998 are as follows
(in thousands):
 
<TABLE>
<S>                                                                 <C>
1999..............................................................  $  15,489
2000..............................................................     16,324
2001..............................................................     23,647
2002..............................................................     26,289
2003..............................................................    154,729
Thereafter........................................................     95,428
                                                                    ---------
                                                                    $ 331,906
                                                                    ---------
                                                                    ---------
</TABLE>
 
    On April 30, 1998 in connection with the acquisition of Trident, the Company
entered into a new $402.5 million credit agreement ("Credit Agreement"). The
Credit Agreement provided for revolving credit facilities of $225.0 million,
term loans of $100.0 million, an acquisition facility of $30.0 million and a
twelve month interim loan of $47.5 million. Proceeds from the Offering were
partially used to retire the interim loan and $3.6 million of the term loans.
The Credit Agreement has a term of five years and borrowings bear interest at
the lenders reference rate or the Eurocurrency rate. The interest rate on
borrowings outstanding under the Credit Agreement ranged from 3.9% to 7.9% as of
December 31, 1998. The Credit Agreement contains various restrictive covenants
which limit indebtedness, investments, rental obligations and cash dividends.
The Credit Agreement also requires the Company to maintain certain financial
ratios including minimum liquidity and interest coverage. The Company was in
compliance with the covenants as of December 31, 1998. Borrowings under the
Credit Agreement are collateralized by the assets of the Company. In addition,
the Company has outstanding letters of credit in the amount of approximately
$1.9 million expiring through July 2000.
 
    The Credit Agreement provides the Company with the ability to denominate a
portion of its revolving credit borrowings in foreign currencies up to an amount
equal to $100.0 million. As of December 31, 1998, $121.0 million of borrowings
were denominated in U.S. dollars, $7.1 million of borrowings were denominated in
Canadian dollars, $2.8 million of borrowings were denominated in Australian
dollars, $13.1 million of borrowings were denominated in Deutsche Marks, $4.7
million of borrowings were denominated in French francs, and $4.7 million in
British pound sterling.
 
    The Notes, with a face value of $75 million, were issued by Trident on
December 12, 1997 and are due in December 2005. Interest is payable semiannually
on June 15 and December 15 of each year. The Notes are guaranteed by certain
subsidiaries of Trident. Each Guarantor is a direct or indirect wholly-owned
subsidiary of Trident and has fully and unconditionally guaranteed the Notes on
a joint and several basis. In connection with the acquisition of Trident, the
Notes were recorded at their fair value of $81.2 million. The premium in excess
of face value will be amortized over the life of the Notes using the effective
interest method. The Notes contain various restrictive covenants which the
Company was in compliance with as of December 31, 1998.
 
    In connection with the termination of the Company's former credit facility,
the Company wrote-off deferred financing costs of approximately $643,000, net of
income taxes, in 1998. This charge is reflected as an extraordinary item in the
accompanying consolidated statement of operations.
 
                                      F-19
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7. INCOME TAXES:
 
    The provision for income taxes consisted of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                                                -------------------------------
                                                                  1996       1997       1998
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Current.......................................................  $   3,278  $  10,149  $  13,100
Deferred......................................................      3,331      1,521      7,833
                                                                ---------  ---------  ---------
  Total.......................................................  $   6,609  $  11,670  $  20,933
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
</TABLE>
 
    A reconciliation of the provision for income taxes at the statutory rates to
the reported income tax provision is as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                                                -------------------------------
                                                                  1996       1997       1998
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Federal provision at statutory rates..........................  $   5,858  $   9,909  $  17,846
State taxes, net of federal benefit...........................        652        990        900
Foreign provision in excess of U.S. tax rate..................         --        444      1,830
Amortization of non-deductible goodwill.......................        224        440        943
Foreign sales corporation benefit.............................       (192)      (260)      (570)
Other, net....................................................         67        147        (16)
                                                                ---------  ---------  ---------
  Total.......................................................  $   6,609  $  11,670  $  20,933
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
</TABLE>
 
    A summary of deferred tax assets (liabilities) is as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                               DECEMBER 31,
                                                                           --------------------
                                                                             1997       1998
                                                                           ---------  ---------
<S>                                                                        <C>        <C>
Depreciation and property basis differences..............................  $  (4,100) $  (6,001)
Net operating loss carryforwards.........................................      1,475      5,620
Accrued compensation costs...............................................      1,230      3,077
Accrued plant closure and consolidation costs............................      5,560      1,818
Tooling and design costs.................................................     (1,480)    (1,802)
Post-retirement benefit obligations......................................      1,280      1,282
Inventory valuation adjustments..........................................      1,330      1,025
Accrued legal and insurance costs........................................      6,150        597
Other reserves and accruals not deductible for tax purposes..............        568      1,671
Valuation allowance......................................................     (1,475)    (1,916)
                                                                           ---------  ---------
                                                                           $  10,538  $   5,371
                                                                           ---------  ---------
                                                                           ---------  ---------
</TABLE>
 
    The valuation allowance was established for net operating losses acquired or
incurred in connection principally with foreign subsidiaries where realization
is not assured.
 
8. GEOGRAPHIC AND PRODUCT LINE INFORMATION:
 
    In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." The Company manufactures engineered
mechanisms for the global automotive
 
                                      F-20
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
8. GEOGRAPHIC AND PRODUCT LINE INFORMATION: (CONTINUED)
industry and operates in a single reportable business segment, automotive
products. The Company internally evaluates its business principally by product
category; however, because of the similar economic characteristics of the
operations, including the nature of products, production processes and
customers, those operations have been aggregated following the provisions of
SFAS No. 131 for segment reporting purposes.
 
    The following is a summary of revenues and long-lived assets by geographic
location (in thousands):
<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                              ------------------------------------------------
                                                       1997                     1998
                                              -----------------------  -----------------------
                                                          LONG-LIVED               LONG-LIVED
                                               REVENUES     ASSETS      REVENUES     ASSETS
                                              ----------  -----------  ----------  -----------
<S>                                           <C>         <C>          <C>         <C>
North America...............................  $  356,249   $  68,257   $  570,464   $ 126,368
Europe......................................      87,800      32,131      149,914      57,803
Other foreign countries.....................       5,062       1,150       19,089       4,561
                                              ----------  -----------  ----------  -----------
                                              $  449,111   $ 101,538   $  739,467   $ 188,732
                                              ----------  -----------  ----------  -----------
                                              ----------  -----------  ----------  -----------
</TABLE>
 
    Revenues are attributed to geographic locations based on the location of
product production.
 
    The following is a summary of the approximate composition by product
category of the Company's revenues:
 
<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                                                    ------------------------
                                                                        1997        1998
                                                                     ----------  ----------
<S>                                                                 <C>          <C>
Parking brake mechanisms...........................................  $  124,683  $  134,856
Automotive cables..................................................     170,988     282,616
Transmission shifter mechanisms....................................      70,191     124,004
Other products.....................................................      83,249     197,991
                                                                     ----------  ----------
Revenues from external customers...................................  $  449,111  $  739,467
                                                                     ----------  ----------
                                                                     ----------  ----------
</TABLE>
 
    The Company sells its products directly to automobile manufacturers.
Customers that accounted for a significant portion of consolidated revenues for
each of the three years in the period ended December 31, 1998 were as follows:
 
<TABLE>
<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                                     -------------------------------------
                                                                        1996         1997         1998
                                                                        -----        -----        -----
<S>                                                                  <C>          <C>          <C>
Ford...............................................................          49%          42%          36%
GM.................................................................          36%          25%          23%
DaimlerChrysler....................................................           8%           7%          15%
</TABLE>
 
    As of December 31, 1997 and 1998, receivables from these customers
represented 71 percent and 70 percent of total accounts receivable.
 
                                      F-21
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9. EMPLOYEE BENEFIT PLANS:
 
    PENSION PLANS AND POST-RETIREMENT BENEFITS:
 
    The Company sponsors six defined benefit pension plans which cover certain
hourly and salary employees. The Company's policy is to make annual
contributions to the plans to fund the normal cost and the unfunded frozen
initial liability over 11.5 years. In addition, the Company has various
postretirement medical benefit plans for certain employee groups and has
recorded a liability for its estimated obligation under these plans. The change
in benefit obligation and plan assets consisted of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                                              POST-RETIREMENT
                                                                                  BENEFITS
                                                        PENSION BENEFITS    OTHER THAN PENSIONS
                                                          DECEMBER 31,          DECEMBER 31,
                                                      --------------------  --------------------
                                                        1997       1998       1997       1998
                                                      ---------  ---------  ---------  ---------
<S>                                                   <C>        <C>        <C>        <C>
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year.............  $   3,393  $   4,157  $   5,761  $   5,755
Service cost........................................        185      1,371         97        243
Interest cost.......................................        252      1,412        429        825
Plan participants' contributions....................         --         --        167        131
Actuarial (gain) loss...............................        531      4,977        (92)     2,471
Acquisition of Trident..............................         --     23,720         --      9,394
Benefits paid.......................................       (204)      (195)      (607)    (1,134)
                                                      ---------  ---------  ---------  ---------
Benefit obligation at end of year...................  $   4,157  $  35,442  $   5,755  $  17,685
                                                      ---------  ---------  ---------  ---------
                                                      ---------  ---------  ---------  ---------
 
CHANGE IN PLAN ASSETS:
Fair value at plan assets at beginning
of year.............................................  $   2,732  $   3,206  $      --  $      --
Actual return on plan assets........................        271      1,544         --         --
Acquisition of Trident..............................         --     20,870         --         --
Employer contributions..............................        407      1,064        459        401
Plan participants' contributions....................         --         --        167        131
Benefits paid.......................................       (204)      (195)      (626)      (532)
                                                      ---------  ---------  ---------  ---------
Fair value of plan assets at end of year............  $   3,206  $  26,489  $      --  $      --
                                                      ---------  ---------  ---------  ---------
                                                      ---------  ---------  ---------  ---------
</TABLE>
 
                                      F-22
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9. EMPLOYEE BENEFIT PLANS: (CONTINUED)
    All of the Company's plans have benefit obligations in excess of their
respective plan assets. The funded status of the Company's plans is as follows
(amounts in thousands):
 
<TABLE>
<CAPTION>
                                                                               POST-RETIREMENT
                                                                                  BENEFITS
                                                        PENSION BENEFITS     OTHER THAN PENSIONS
                                                          DECEMBER 31,          DECEMBER 31,
                                                      --------------------  ---------------------
                                                        1997       1998       1997        1998
                                                      ---------  ---------  ---------  ----------
<S>                                                   <C>        <C>        <C>        <C>
Funded status.......................................  $    (951) $  (8,953) $  (5,755) $  (17,685)
Unrecognized actuarial (gain) loss..................        527      5,532     (1,344)      1,233
Unrecognized prior service cost.....................        347        301        (89)        (81)
Adjustment to recognize minimum liability...........       (874)    (1,008)        --          --
                                                      ---------  ---------  ---------  ----------
Accrued benefit cost................................  $    (951) $  (4,128) $  (7,188) $  (16,533)
                                                      ---------  ---------  ---------  ----------
                                                      ---------  ---------  ---------  ----------
</TABLE>
 
    The following weighted-average assumptions were used to account for the
plans:
 
<TABLE>
<CAPTION>
                                                                             POST-RETIREMENT
                                                                                BENEFITS
                                                     PENSION BENEFITS      OTHER THAN PENSIONS
                                                       DECEMBER 31,           DECEMBER 31,
                                                   ---------------------  ---------------------
                                                     1997        1998        1997       1998
                                                   ---------  ----------  ----------  ---------
<S>                                                <C>        <C>         <C>         <C>
Discount rate....................................       7.50%  5.75-6.75%  7.00-7.25%      6.75%
Expected return on plan assets...................       8.00%  8.00-9.50%        N/A        N/A
Rate of compensation increase....................        N/A   4.00-6.00%        N/A        N/A
</TABLE>
 
    For measurement purposes, a 7 percent annual rate of increase in the per
capita cost of covered health care benefits was assumed for 1998. The rate was
assumed to decrease 2 percent in 1999 to 5 percent and remain level thereafter.
 
    The components of net periodic benefit costs are as follows (amounts in
thousands):
<TABLE>
<CAPTION>
                                                                            POST-RETIREMENT BENEFITS
                                               PENSION BENEFITS                OTHER THAN PENSION
                                        -------------------------------  -------------------------------
                                           YEARS ENDED DECEMBER 31,         YEARS ENDED DECEMBER 31,
                                        -------------------------------  -------------------------------
                                          1996       1997       1998       1996       1997       1998
                                        ---------  ---------  ---------  ---------  ---------  ---------
<S>                                     <C>        <C>        <C>        <C>        <C>        <C>
Service cost..........................  $     236  $     185  $   1,377  $      84  $     101  $     246
Interest cost.........................        243        252      1,424        558        433        830
Expected return on plan assets........       (237)      (232)    (1,600)        --         --         --
Amortization of prior service cost....         26         45         46         --         (8)        (8)
Recognized actuarial (gain) loss......         39         (3)        15        127        (89)       (72)
                                        ---------  ---------  ---------  ---------  ---------  ---------
Net periodic benefit cost.............  $     307  $     247  $   1,262  $     769  $     437  $     996
                                        ---------  ---------  ---------  ---------  ---------  ---------
                                        ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>
 
                                      F-23
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9. EMPLOYEE BENEFIT PLANS: (CONTINUED)
    Assumed health care cost trend rates have a significant effect on the
amounts reported for the post-retirement medical benefit plans. A one
percentage-point change in assumed health care cost trend rates would have the
following effects (in thousands):
 
<TABLE>
<CAPTION>
                                                          1-PERCENTAGE-POINT   1-PERCENTAGE-POINT
                                                               INCREASE             DECREASE
                                                          -------------------  -------------------
<S>                                                       <C>                  <C>
Effect on total of service and interest cost
  components............................................       $      66            $     (66)
                                                                   -----                -----
                                                                   -----                -----
Effect on the post-retirement benefit obligation........       $     735            $    (658)
                                                                   -----                -----
                                                                   -----                -----
</TABLE>
 
    RETIREMENT SAVINGS PLANS:
 
    The Company sponsors employee retirement savings plans which allow qualified
employees to provide for their retirement on a tax-deferred basis. In accordance
with the terms of the retirement savings plans, the Company is required to match
certain of the participants' contributions and/or provide employer contributions
based on the Company's performance and other factors. Such employer
contributions totaled $1.6 million, $2.2 million and $2.8 million during fiscal
1996, 1997 and 1998.
 
10. COMMITMENTS AND CONTINGENCIES:
 
    LEASES:
 
    The Company leases office and manufacturing space and certain equipment
under operating lease agreements which require it to pay maintenance, insurance,
taxes and other expenses in addition to annual rentals. Future annual rental
commitments at December 31, 1998 under these operating leases are as follows (in
thousands):
 
<TABLE>
<CAPTION>
YEAR                                                                          AMOUNT
---------------------------------------------------------------------------  ---------
<S>                                                                          <C>
1999.......................................................................  $   6,741
2000.......................................................................      5,975
2001.......................................................................      5,194
2002.......................................................................      4,634
2003.......................................................................      3,952
Thereafter.................................................................      2,396
</TABLE>
 
    LITIGATION:
 
    The Company is from time to time subject to various legal actions and claims
incidental to its business, including those arising out of alleged defects,
product warranties, employment-related matters and environmental matters.
Litigation is subject to many uncertainties, and the outcome of individual
litigated matters is not predictable with assurance. After discussions with
counsel, it is the opinion of management that the Company has provided adequate
reserves to cover these matters and the ultimate outcome of such matters will
not have a material adverse impact on the consolidated financial position,
results of operations or cash flows of the Company.
 
                                      F-24
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
11. RELATED PARTY TRANSACTIONS:
 
    The Company paid fees to Hidden Creek Industries ("HCI"), an affiliate of
the Company, of approximately $750,000 in 1996 in connection with the
acquisitions and the 1996 Offering, $850,000 in 1997 in connection with the
acquisitions of VOFA and GT Automotive and $3.7 million in 1998 in connection
with the acquisition of Universal, Hinge and Trident, the Offering and the
Preferred Securities Offering. In addition, under the terms of a management
agreement, which was terminated in August 1996, the Company paid HCI monthly
management fees for certain administrative services. Total management fees of
approximately $881,000 for the year ended December 31, 1996 are included in
selling, general and administrative expenses in the accompanying consolidated
statements of operations. See Note 5 for discussion of acquisitions and
divestiture.
 
12. SUBSEQUENT EVENTS (UNAUDITED):
 
    On January 19, 1999, the Company announced they had entered into a
definitive merger agreement with Excel. Subject to stockholder approval, each
share of Excel common stock will be converted into the right to receive either
(i) $25.50 in cash or (ii) 0.8 shares of Dura Class A common stock. This right
is subject to proration to ensure that 50 percent of the outstanding shares of
Excel is exchanged for cash and 50 percent is exchanged for shares of Dura Class
A common stock. The cash component of the offer will be financed under a new
bank credit agreement.
 
    Excel has annual revenues of approximately $1.1 billion of which 75 percent
is derived from the automotive/light truck market and the remainder from the
recreational vehicle, mass transit and heavy truck markets. Approximately 78
percent of Excel's revenues is generated in North America with the remainder in
Europe.
 
    Excel has headquarters in Indiana and has manufacturing facilities in the
United States and Germany. Excel's products for the light vehicle segment
include plastic and metal encapsulated window assemblies, door systems, seat
systems and injection molded plastic products. In addition, Excel is a supplier
to the recreational vehicle, mass transit and heavy truck markets and its
products include appliances such as water heaters, furnaces, stoves and ranges,
mechanical components and systems, modular doors and a variety of window
assemblies. Excel's customers include Ford, DaimlerChrysler and General Motors
in the light vehicle segment and Fleetwood, Winnebago, Coachmen and Navistar in
the recreational vehicle, mass transit and heavy truck segments.
 
    On January 26, 1999, the Company announced an offer to acquire all of the
outstanding common stock of Adwest Automotive plc ("Adwest"), a leading European
designer and manufacturer of driver control mechanisms. The offer of L1.50 per
share (approximately $2.48 per share) has been recommended by the board of
Adwest and is subject to acceptance by at least 90% of Adwest's shareholders. In
the event all shares are ultimately tendered, the total consideration would be
approximately $210 million and will be financed under the Company's new bank
credit agreement. In addition, approximately $120 million of indebtedness will
be assumed as part of the acquisition. Adwest had revenues of $365 million for
its most recent fiscal year ended June 30, 1998.
 
    Adwest's products include driver control mechanisms such as gearshifters,
park brakes, pedal boxes and jacks, as well as engine control products, which
includes engine thermostats and fuel filler caps. Engine control products
represent approximately 20% of Adwest's total revenues. Adwest's customers
include Volkswagen, BMW, Ford, General Motors, Peugeot, and Renault. The Company
has manufacturing facilities in the United Kingdom, Germany, France, Spain and
the United States.
 
                                      F-25
<PAGE>
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
12. SUBSEQUENT EVENTS (UNAUDITED): (CONTINUED)
    The Company expects these acquisitions to close during the first quarter of
1999.
 
13. QUARTERLY FINANCIAL DATA (UNAUDITED):
 
    The following is a condensed summary of actual quarterly results of
operations for 1997 and 1998 (in thousands, except per share amounts):
 
<TABLE>
<CAPTION>
                                                                            BASIC       DILUTED
                                       GROSS      OPERATING      NET      EARNINGS     EARNINGS
                          REVENUES     PROFIT      INCOME      INCOME     PER SHARE    PER SHARE
                         ----------  ----------  -----------  ---------  -----------  -----------
<S>                      <C>         <C>         <C>          <C>        <C>          <C>
1997:
  First................  $  107,367  $   16,582   $   7,803   $   3,544   $    0.40    $    0.40
  Second...............     115,350      19,239      10,769       5,100        0.58         0.58
  Third................     101,862      15,449       6,920       2,657        0.30         0.30
  Fourth...............     124,532      22,755      12,118       5,341        0.61         0.60
                         ----------  ----------  -----------  ---------
                         $  449,111  $   74,025   $  37,610   $  16,642   $    1.89    $    1.88
                         ----------  ----------  -----------  ---------
                         ----------  ----------  -----------  ---------
1998:
  First................  $  125,746  $   21,275   $  10,864   $   4,576   $    0.52    $    0.52
  Second...............     187,433      32,019      17,951       5,902        0.63         0.61
  Third................     185,204      31,859      15,628       5,249        0.43         0.43
  Fourth...............     241,084      45,796      26,813      10,297        0.83         0.80
                         ----------  ----------  -----------  ---------
                         $  739,467  $  130,949   $  71,256   $  26,024   $    2.43    $    2.37
                         ----------  ----------  -----------  ---------
                         ----------  ----------  -----------  ---------
</TABLE>
 
    The sum of per share amounts for the quarters does not equal the total for
the year due to the timing of the Offering and its effects on the computation of
weighted average number of shares outstanding.
 
                                      F-26
<PAGE>

                        Dura Automotive Systems, Inc.
               Schedule II:  Valuation and Qualifying Accounts



ADDITIONAL PURCHASE LIABILITIES RECORDED IN CONJUNCTION WITH ACQUISITIONS:

The transactions in the additional purchase liabilities recorded in 
conjunction with acquisitions for the years ending December 31, 1996, 1997 
and 1998 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                 1996           1997            1998
<S>                                           <C>            <C>             <C>
Balance, beginning of the year                 $ 4,598        $ 2,752         $ 27,934

Provisions                                        -            30,204           66,038

Utilizations                                    (1,846)        (5,022)         (13,017)
                                               -------        -------         --------

Balance, end of the year                       $ 2,752        $27,934         $ 80,955
                                               -------        -------         --------
                                               -------        -------         --------
</TABLE>





                                      S-1