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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from           to
 Commission file number: 0-21139
 Dura Automotive Systems, Inc.
  Delaware
    
    38-3185711(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)2791 Research Drive, Rochester Hills, Michigan
    
    48309(Address of principal executive offices)
    
    (Zip Code)
 (248) 299-7500
 None
  Class A Common Stock, $0.01 Par Value
 o þ
 o þ
 o þ
 o
  o o þ
 o þ
  
 DOCUMENTS INCORPORATED BY REFERENCE




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##### 



Dura Automotive Systems, Inc.
INDEX
 PART IItem 1.
    
    Business
    
    
    4Item 1A.
    
    Risk Factors
    
    
    24Item 1B.
    
    Unresolved Staff Comments
    
    
    32Item 2.
    
    Properties
    
    
    32Item 3.
    
    Legal Proceedings
    
    
    32Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    33PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    33Item 6.
    
    Selected Financial Data
    
    
    34Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    35Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    54Item 8.
    
    Financial Statements and Supplementary Data
    
    
    55Item 9.
    
    Changes and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    120Item 9A.
    
    Controls and Procedures
    
    
    120Item 9B.
    
    Other Information
    
    
    124PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    124Item 11.
    
    Executive Compensation
    
    
    128Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    158Item 13.
    
    Certain Relationships and Related Transactions
    
    
    159Item 14.
    
    Principal Accountant Fees and Services
    
    
    160PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    161Signatures
    
    
    169
  3




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PART I
 
 Item 1. Business
 Dura Company we our us
      
    
    Automotive Segment  Designs and manufactures driver control systems, seating control
systems, glass systems, engineered assemblies, structural door modules and exterior trim
systems for the global automotive industry
    
    Atwood Mobile Products Segment  Designs and manufactures appliances, hardware and
engineered assemblies for the RVSV industry
 4




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Chapter 11 Proceedings
     5




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Chapter 11 Plan Development.
  6




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Maintaining Management Incentives.
 7




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
    
    Tier II KMIP Participants: Quarterly payments based on demonstrated progress in the
three remaining relevant original KMIP metrics:
 
    
    Moving production for 2,000 positions to best in cost and LCC facilities by
December 31, 2007;
    
    Completing the 50-Cubed Plan at or under budget (approximately $100 million); and
    
    Achieving personal goals as set by each participants manager in support of the
above two activities.
 
    
    Tier I KMIP Participants. Three payments were to be made to Tier I KMIP Participants:
 
    
    Incentive Payment No. 1: 25% of remaining KMIP bonus payments (or
approximately $505,267) upon the delivery of the Business Plan to the Creditors
Committee and Second Lien Committee (the Business Plan Metric Payment);
    
    Incentive Payment No. 2: 25% of remaining KMIP bonus payments upon the
filing of a chapter 11 plan of reorganization and disclosure statement with this Court
(the Plan of Reorganization Metric Payment); and
 
    
    Final Payment: 50% of remaining KMIP bonus payments upon the earlier of: (a)
December 31, 2007; and (b) the confirmation of a chapter 11 plan of reorganization,
subject to certain trailing 2007 EBITDA targets (the EBITDA Target Payment).
  Second Lien Litigation.
   Rationalizing The Debtors Asset Portfolio.
  8




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Other Progress In The Debtors Chapter 11 Cases.
  Industry Trends
  Increasing Electronic and Technological Content.
  Utilization of Light-Weight Materials.
 Platform Derivatives.
 9




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Continuous Cost and Performance Improvement.
 Safety Performance.
 System and Module Sourcing.
 Global Expansion into Emerging Markets.
 Ongoing Industry Consolidation.
 10




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Business Strategy
  Focus on Core Businesses.
 Accelerate Investments in New Product and Process Technologies.
 Maximize Low-Cost Production Capabilities.
 Company History
  11




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Name
    
    Acquisition DateAlkin Co.
    
    
    1994Pollone S.A.
    
    
    1996Rockwell Light Vehicle Systems France S.A.
    
    
    1996KPI Automotive Group
    
    
    1996VOFA Group
    
    
    1997GT Automotive Systems, Inc.
    
    
    1997Thixotech Inc.
    
    
    1997REOM Industries
    
    
    1997Universal Tool and Stamping Co., Inc.
    
    
    1998Trident Automotive PLC
    
    
    1998Hinge Business of Tower Automotive, Inc.
    
    
    1998Excel Industries, Inc. (Excel)
    
    
    1999Adwest Automotive PLC
    
    
    1999Metallifacture Limited
    
    
    1999Seat Adjusting Business of Meritor Automotive, Inc.
    
    
    1999Jack Division of Ausco Products, Inc.
    
    
    2000Bowden TSK
    
    
    2000Reiche GmbH & Co. KG Automotive Components (Reiche)
    
    
    2000Creation Group of Heywood Williams Group PLC (Creation
Group)
    
    
    2003
   Date of Dura
    
    Dura ownershipJoint Venture
    
    Investment
    
    %Dura Vehicle Components Co., Ltd.
    
    
    1999
    
    
    
    90
    %Dura Ganxiang Automotive Systems
(Shanghai) Co., Ltd.
    
    
    2005
    
    
    
    55
    %Duratronics GmbH
    
    
    2005
    
    
    
    50
    %
  Products
    12




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Segment
    
    Product Category
    
    DescriptionAutomotive
    
    Driver Control Systems
    
    Adjustable and traditional pedal systems, electronic
throttle controls, parking brake systems, cable
systems, hybrid electronic and traditional gear
shift systems, instrument panel beamsSeating Control Systems
    
    2, 4, 6 and 8-way power and manual seat adjusters,
first, second and third row applications, complete
seat structures, seat recliner assemblies,
electronic seating control modulesGlass Systems
    
    Urethane and polyvinyl chloride (PVC) glass
encapsulated windows, integrated liftgate modules,
manual and power backlite windows, 1, 2 or 3-sided
glass modules, drop-door glass, hidden hardware
glass and integrated greenhouse systemsDoor Systems and Modules
    
    Aluminum and steel body-in-white door modules, door
frames, glass run channels, guide rails, window lift
systems, space frame body components, structural
beams and cross membersEngineered Assemblies
    
    Spare tire carriers, jacks and tool kit assemblies;
hood, tailgate, and seat latch systems; hood,
tailgate, and door hinge systemsExterior Trim Systems
    
    Roof and waist moldings, side frame trim, A, B &
C-pillar cappings, body color trim and bright trimAtwood Mobile 
Products
    
    RVSV Appliances
    
    Water heaters, furnaces, stoves and rangesRVSV Engineered
Assemblies
    
    RVSV leveling and landing systems and towing hardware
 Customers and Marketing
 Automotive Segment
    13




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Atwood Mobile Products Segment
   Overall
   Years Ended December 31,Region
    
    2006
    
    2005
    
    2004North America
    
    
    53
    %
    
    
    58
    %
    
    
    60
    %Europe
    
    
    43
    %
    
    
    39
    %
    
    
    38
    %Other
    
    
    4
    %
    
    
    3
    %
    
    
    2
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
   14




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Years Ended December 31,Customer
    
    2006
    
    2005
    
    2004Ford
    
    
    22
    %
    
    
    20
    %
    
    
    19
    %Volkswagen
    
    
    10
    %
    
    
    9
    %
    
    
    8
    %GM
    
    
    9
    %
    
    
    11
    %
    
    
    12
    %DaimlerChrysler
    
    
    8
    %
    
    
    8
    %
    
    
    9
    %Lear
    
    
    6
    %
    
    
    10
    %
    
    
    11
    %BMW
    
    
    4
    %
    
    
    4
    %
    
    
    4
    %Renault-Nissan
    
    
    3
    %
    
    
    2
    %
    
    
    2
    %PSA
    
    
    2
    %
    
    
    2
    %
    
    
    2
    %JCI
    
    
    1
    %
    
    
    2
    %
    
    
    1
    %Honda
    
    
    1
    %
    
    
    1
    %
    
    
    1
    %Toyota
    
    
    1
    %
    
    
    1
    %
    
    
    1
    %Fleetwood
    
    
    1
    %
    
    
    1
    %
    
    
    1
    %All others
    
    
    32
    %
    
    
    29
    %
    
    
    29
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
  Design and Engineering Support
     Manufacturing
  15




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Automotive Segment Manufacturing
     16




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Atwood Mobile Products Manufacturing
     ®
 17




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Quality
 Automotive Segment
  18




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Atwood Mobile Products Segment
    Competition
    19




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Automotive Segment
 Driver Control Systems
 Automotive Cables.
 Parking Brakes.
 Transmission Shifters.
 Pedal Systems.
 Seating Control Systems
  Glass Systems
  Door Systems and Modules
  Engineered Assemblies
 Hood Latches.
 Jacks.
 Tire Carriers.
 Exterior Trim Systems
  20




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Atwood Mobile Products Segment
 RVSV Appliances
  RVSV Engineered Assemblies
   Distribution Methods
     Suppliers and Raw Materials
   21




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Product Warranty Matters
   Automotive Segment Warranty
   22




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Atwood Mobile Products Segment Warranty
  Environmental Matters
        23




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Seasonality
   Employees
  
 Item 1A. Risk Factors
 Our business is subject to a number of risks and uncertainties. You should carefully read
and consider the risk factors set forth below.
 A long period of operating under chapter 11 may harm our businesses.
  24




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The Company may not be able to obtain confirmation of its chapter 11 plan after development and
when it submits it for Bankruptcy Court approval.
   We may not accomplish the objectives of our restructuring initiatives and workforce realignments.
   
    
    Our customers, as industry practice, must approve the movement of the production of
their parts along with prequalifying (PPAP) of the production lines at the new
production facilities;
    
    Our customers must agree that these cost reduction actions are being made to meet
our previously agreed to price reduction commitments;
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
    
    The representatives of our affected employees must support the streamlining and
moving of operations in a timely manner in order that we meet the cost reduction
objectives in the planned time period; and
    
    We must execute this initiative in a reasonable time period.
  We have identified material weaknesses in our internal controls.
    Our Class A common stock has been delisted from the Nasdaq Global Market which has made our stock
significantly less liquid and may affect its value.
  26




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We are dependent on our largest customers and on selected vehicle programs.
  The current financial condition of the automotive industry in the United States could have a
negative impact on our ability to finance our operations.
  Our inability to compete effectively in the highly competitive automotive supply industry could
result in the loss of customers, which could have an adverse effect on our revenues and operating
results.
   In the last three fiscal years, we have experienced declining gross margin, and we may not succeed
in returning to historical gross margin levels.
  27




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If we are unable to obtain our raw materials at favorable prices, it could adversely impact our
financial condition.
  Our gross margin and profitability will be adversely affected by the inability to reduce costs or
increase prices.
  Cyclicality and seasonality in the automotive, recreation and specialty vehicle markets could
adversely affect our revenues and net income.
  We may incur restructuring and asset impairment charges that would reduce our earnings.
  28




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We are subject to certain risks associated with our foreign operations that could harm our revenues
and profitability.
  
    
    difficulty of enforcing agreements and collecting receivables through certain
foreign legal systems;
    
    foreign customers may have longer payment cycles than customers in the United
States;
    
    tax rates in certain foreign countries may exceed those in the United States and
foreign earnings may be subject to withholding requirements or the imposition of
tariffs, exchange controls or other restrictions;
    
    currency fluctuations and devaluations;
    
    general economic conditions, political unrest and terrorist attacks against American
interests in countries where we operate may have an adverse effect on our operations in
those countries;
    
    exposure to possible expropriation or other governmental actions;
    
    difficulties associated with managing a large organization spread throughout various
countries; and
    
    required compliance with a variety of foreign laws and regulations.
  Currency exchange rate fluctuations could have an adverse effect on our revenues and financial
results.
  Our business may be disrupted significantly by work stoppages and other labor matters.
   29




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Our operating results may be adversely affected by environmental, health and safety requirements.
   We may be adversely affected by product liability exposure claims.
   30




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Technological and regulatory changes may adversely affect us.
  To service our trade creditors and meet our other liquidity needs, we will require a significant
amount of cash. Our ability to generate cash depends on many factors beyond our control.
   Operating under the Bankruptcy Code may restrict our ability to pursue business strategies.
  
    
    Incur additional indebtedness;
    
    Pay dividends, repurchase our capital stock or make certain other restricted
payments or investments;
    
    Make investments;
    
    Sell assets;
    
    Consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
    
    Create liens;
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
    
    Limit our ability to plan for or react to market conditions or meet capital needs or
otherwise restrict our activities or business plans; and
    
    Adversely affect our ability to finance our operations, strategic acquisitions,
investments or alliances or other capital needs or to engage in other business
activities that would be in our interest.
 
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
        
 Item 3. Legal Proceedings
  32




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Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters
  Low
    
    High2006:First Quarter
    
    $
    1.95
    
    
    $
    2.68Second Quarter
    
    
    1.72
    
    
    
    2.98Third Quarter
    
    
    0.26
    
    
    
    1.96Fourth Quarter
    
    
    0.22
    
    
    
    0.522005:First Quarter
    
    $
    4.44
    
    
    $
    10.60Second Quarter
    
    
    3.40
    
    
    
    5.15Third Quarter
    
    
    4.02
    
    
    
    6.68Fourth Quarter
    
    
    2.24
    
    
    
    4.21
    33




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Item 6. Selected Financial Data
 Years Ended December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002(Dollars in thousands, except per share data)Income Statement Data:Sales, net
    
    $
    2,090,766
    
    
    $
    2,291,440
    
    
    $
    2,443,446
    
    
    $
    2,338,163
    
    
    $
    2,332,864Depreciation and amortization
    
    
    78,825
    
    
    
    78,263
    
    
    
    82,069
    
    
    
    76,507
    
    
    
    68,462Operating income (loss)
    
    
    (747,284
    )
    
    
    83,846
    
    
    
    99,446
    
    
    
    120,584
    
    
    
    169,223Net income (loss)
    
    
    (910,657
    )
    
    
    1,814
    
    
    
    11,723
    
    
    
    16,233
    
    
    
    (287,123
    )Basic earnings per share from continuing operations
    
    
    (48.83
    )
    
    
    (0.09
    )
    
    
    0.47
    
    
    
    0.84
    
    
    
    2.64Basic earnings per share from discontinued operations
    
    
    0.51
    
    
    
    0.19
    
    
    
    0.16
    
    
    
    0.20
    
    
    
    0.02Diluted earnings per share from continuing operations
    
    
    (48.83
    )
    
    
    (0.09
    )
    
    
    0.46
    
    
    
    0.83
    
    
    
    2.54Diluted earnings per share from discontinued operations
    
    
    0.51
    
    
    
    0.19
    
    
    
    0.16
    
    
    
    0.19
    
    
    
    0.02Balance Sheet Data:Working capital
    
    $
    182,709
    
    
    $
    183,151
    
    
    $
    261,196
    
    
    $
    244,543
    
    
    $
    236,697Long-term debt
    
    
    2,596
    
    
    
    1,139,952
    
    
    
    1,213,964
    
    
    
    1,157,099
    
    
    
    1,099,577Capital expenditures
    
    
    84,430
    
    
    
    63,868
    
    
    
    65,072
    
    
    
    65,891
    
    
    
    53,549Propery, plant, and equipment, net
    
    
    465,475
    
    
    
    450,379
    
    
    
    479,459
    
    
    
    482,077
    
    
    
    445,468Goodwill, net
    
    
    258,313
    
    
    
    850,152
    
    
    
    898,836
    
    
    
    854,619
    
    
    
    706,067Total assets
    
    
    1,454,841
    
    
    
    2,075,209
    
    
    
    2,223,921
    
    
    
    2,115,432
    
    
    
    1,936,933Stockholders investment
    
    
    (503,327
    )
    
    
    339,707
    
    
    
    407,491
    
    
    
    330,587
    
    
    
    204,802
    
    
    The adoption of certain new accounting pronouncements, including:
 
    
    SFAS No. 142, Goodwill and Other Intangible Assets on January 1, 2002, which
resulted in a goodwill impairment charge of $205.2 million in 2002;
    
    FIN 46, Consolidation of Variable Interest Entities  An Interpretation of
Accounting Research Bulletin No. 51, (FIN 46), effective December 31, 2003, SFAS No.
145, Rescission of FASB No. 4, 44, and 64 resulting in a reclassification of $55.2
million of mandatory redeemable convertible trust preferred securities to long-term
debt in 2003; and
    
    Amendment of FASB Statement No. 13; and Technical Corrections and SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities, (SFAS No. 146),
effective January 1, 2003.
 34




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
    
    American Institute of
Certified Public Accountants Statement of Position 90-7, Financial Reporting by
Entities in Reorganization under the Bankruptcy Code (SOP 90-7), which is applicable
to companies in chapter 11, generally does not change the manner in which financial
statements are prepared. However, it does require that the financial statements for
periods subsequent to the filing of the chapter 11 petition distinguish transactions
and events that are directly associated with the reorganization from the ongoing
operations of the business. Revenues, expenses, realized gains and losses, and
provisions for losses that can be directly associated with the reorganization and
restructuring of the business must be reported separately as reorganization items in
the statements of operations. The balance sheet must distinguish prepetition
liabilities subject to compromise from both those prepetition liabilities that are not
subject to compromise and from post-petition liabilities. Liabilities that may be
affected by a plan of reorganization must be reported at the amounts expected to be
allowed, even if they may be settled for lesser amounts. In addition, cash provided by
reorganization items must be disclosed separately in the statements of cash flows. Dura
adopted SOP 90-7 effective October 30, 2006, and segregated those items, as outlined
above, for all reporting periods subsequent to such date. The amount reflected on the
December 31, 2006 balance sheet may not reflect the ultimate fair value of assets or
liabilities when we emerge from bankruptcy, if at all.
 
    
    Our disposal of the Mechanical Assemblies Europe business, which has been accounted for
as a discontinued operation that resulted in an loss on discontinuation of $0.1 million in
2005, $0.7 million in 2004, $2.8 million in 2003, and $126.6 million in 2002.
 
 Item 7. Managements Discussion and Analysis of Results of Operations and Financial Condition
 This report may contain forward-looking statements within the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, that reflect, when made, the Companys current
views with respect to current events and financial performance. Such forward-looking statements are
and will be, as the case may be, subject to many risks, uncertainties and factors relating to the
Companys operations and business environment which may cause the actual results of the Company to
be materially different from any future results, express or implied, by such forward-looking
statements. Factors that could cause actual results to differ materially from these forward-looking
statements include, but are not limited to, the following: (i) the ability of the Company to
continue as a going concern; (ii) the ability of the Company to operate pursuant to the DIP Credit
Agreement; (iii) the Companys ability to obtain court approval with respect to motions in the
chapter 11 proceeding prosecuted by it from time to time; (iv) the ability of the Company to
develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the
chapter 11 cases; (iv) risks associated with third parties seeking and obtaining court approval to
terminate or shorten the exclusivity period for the Company to propose and confirm one or more
plans of reorganization, for the appointment of a chapter 11 trustee or to convert the cases to
chapter 7 cases; (v) the ability of the Company to obtain and maintain normal terms with vendors
and service providers; (vi) the Companys ability to maintain contracts that are critical to its
operations; (vii) the potential adverse impact of the chapter 11 cases on the Companys liquidity
or results of operations; (viii) the ability of the Company to execute its business plans, and
strategy, and to do so in a timely fashion; (ix) the ability of the company to attract, motivate
and/or retain key executives and associates; (x) the ability of the company to avoid or continue to
operate during a strike, or partial work stoppage or slow down by any of its unionized employees;
(x) general economic or business conditions affecting the automotive and recreation and specialty
vehicle industry (which is dependent on consumer spending), either nationally or regionally, being
less favorable than expected; and (xi) increased competition in the automotive components supply
market. Other risk factors are listed from time to time in the Companys United States Securities
and Exchange Commission reports, including, those contained herein. Dura disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a result of new
information, future events and/or otherwise.
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Similarly, these and other factors, including the terms of any reorganization plan ultimately
confirmed, can affect the value of the Companys various pre-petition liabilities, common stock
and/or other equity securities. Additionally, no assurance can be given as to what values, if any,
will be ascribed in the bankruptcy proceedings to each of these constituencies. A plan of
reorganization could result in holders of Duras common stock receiving no distribution on account
of their interest and cancellation of their interests. Under certain conditions specified in the
Bankruptcy Code, a plan of reorganization may be confirmed notwithstanding its rejection by an
impaired class of creditors or equity holders and notwithstanding the fact that equity holders do
not receive or retain property on account of their equity interests under the plan. In light of the
foregoing, the Company considers the value of the common stock to be highly speculative and
cautions equity holders that the stock may ultimately be determined to have no value. Accordingly,
the Company urges that appropriate caution be exercised with respect to existing and future
investments in Duras common stock or other equity interests or any claims relating to pre-petition
liabilities.
 Ultimately, results may differ materially from those in forward-looking statements as a result
of various factors including, but not limited to those items listed under Part I. Item 1A. Risks
Factors.
 This discussion should be read in conjunction with our Consolidated Financial Statements and
the Notes to Consolidated Financial Statements included elsewhere in this report.
 Overview
      36




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Bankruptcy Filing
  Critical
Accounting Policies
  Accounting While in Reorganization under the Bankruptcy Code Financial Reporting by Entities in Reorganization
under the Bankruptcy Code
 Revenue Recognition and Sales Commitments.
 37




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Inventories
 Valuation of Goodwill and Other Intangible Assets.
 Restructuring Charges.
 38




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Accounting for Income Taxes. .
   Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement 109
 39




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Defined Benefit Plans and Postretirement Benefits Employers Accounting for Defined Benefit Pension and Other Postretirement Plans   an
amendment of FASB Statements No. 87, 88, 106, and 132(R)
 Employers
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination
Benefits
    40




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Stock-based Employee Compensation. Accounting for Stock-Based
Compensation Share Based Payment
  Results of Operations
 Years Ended December 31,(In thousands of dollars)
    
    2006
    
    % of Sales
    
    2005
    
    % of Sales
    
    2004
    
    % of SalesRevenue
    
    $
    2,090,766
    
    
    
    100
    %
    
    $
    2,291,440
    
    
    
    100
    %
    
    $
    2,443,446
    
    
    
    100
    %Cost of sales
    
    
    2,001,013
    
    
    
    96
    %
    
    
    2,040,643
    
    
    
    89
    %
    
    
    2,172,136
    
    
    
    89
    %Gross profit
    
    
    89,753
    
    
    
    4
    %
    
    
    250,797
    
    
    
    11
    %
    
    
    271,310
    
    
    
    11
    %Selling, general and administrative expenses
    
    
    141,939
    
    
    
    7
    %
    
    
    155,120
    
    
    
    7
    %
    
    
    149,602
    
    
    
    6
    %Prepetition professional fees
    
    
    10,455
    
    
    
    1
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %Facility consolidation, asset impairment
and other charges
    
    
    684,238
    
    
    
    33
    %
    
    
    11,397
    
    
    
    0
    %
    
    
    21,817
    
    
    
    1
    %Amortization expense
    
    
    405
    
    
    
    0
    %
    
    
    434
    
    
    
    0
    %
    
    
    445
    
    
    
    0
    %Operating income (loss)
    
    
    (747,284
    )
    
    
    -36
    %
    
    
    83,846
    
    
    
    4
    %
    
    
    99,446
    
    
    
    4
    %Interest expense, net of interest income
    
    
    101,784
    
    
    
    5
    %
    
    
    99,823
    
    
    
    4
    %
    
    
    89,351
    
    
    
    4
    %Gain (loss) on early extinguishment of
debt, net
    
    
    
    
    
    
    0
    %
    
    
    14,805
    
    
    
    1
    %
    
    
    
    
    
    
    0
    %Income (loss) from continuing operations
before reorganization items, income taxes
and minority interest
    
    
    (849,068
    )
    
    
    -41
    %
    
    
    (1,172
    )
    
    
    0
    %
    
    
    10,095
    
    
    
    0
    %Reorganization items
    
    
    25,315
    
    
    
    1
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %Provision for income taxes
    
    
    46,520
    
    
    
    2
    %
    
    
    423
    
    
    
    0
    %
    
    
    1,364
    
    
    
    0
    %Minority interest
    
    
    432
    
    
    
    0
    %
    
    
    177
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %Income (loss) from continuing operations
    
    
    (921,335
    )
    
    
    -44
    %
    
    
    (1,772
    )
    
    
    0
    %
    
    
    8,731
    
    
    
    0
    %Income from discontinued operations
    
    
    9,658
    
    
    
    0
    %
    
    
    3,586
    
    
    
    0
    %
    
    
    2,992
    
    
    
    0
    %Gain from change in accounting principle
    
    
    1,020
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %Net income (loss)
    
    $
    (910,657
    )
    
    
    -44
    %
    
    $
    1,814
    
    
    
    0
    %
    
    $
    11,723
    
    
    
    0
    %
 41




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##### Table of Contents



Segment sales and operating income (loss) analysis:
 Year Ended December 31,Net Sales
    
    Operating Income (Loss) (*)(In thousands of dollars)
    
    2006
    
    2005
    
    2004
    
    2006
    
    2005
    
    2004Automotive
    
    $
    1,735,872
    
    
    $
    1,910,864
    
    
    $
    2,067,230
    
    
    $
    (9,310
    )
    
    $
    99,541
    
    
    $
    123,926Atwood Mobile Products (**)
    
    
    364,312
    
    
    
    386,667
    
    
    
    381,791
    
    
    
    18,622
    
    
    
    27,461
    
    
    
    33,129Other
    
    
    (9,418
    )
    
    
    (6,091
    )
    
    
    (5,575
    )
    
    
    (61,498
    )
    
    
    (31,325
    )
    
    
    (35,347
    )Total
    
    $
    2,090,766
    
    
    $
    2,291,440
    
    
    $
    2,443,446
    
    
    $
    (52,186
    )
    
    $
    95,677
    
    
    $
    121,708
 
 (*)
    
    Excludes plant consolidation charges, amortization and prepetition professional fees.(**)
    
    We announced in May 2007, that we are beginning investigation into the possible sale of the
Atwood Mobile Products segment. Any final sale agreement requires Bankruptcy Court approval. In
July 2007, DURA Automotive Systems, Inc. entered into an asset purchase agreement with Atwood
Acquisition Co., LLC for the sale of DURAs Atwood Mobile Products division. The agreement provides
for the acquisition of Atwood Mobile Products for an aggregate potential cash consideration of
$160.2 million. Closing of the transaction is subject to the approval of the United States
Bankruptcy Court for the District of Delaware, which has jurisdiction over DURAs Chapter 11
reorganization proceedings; government regulatory approvals; and customary closing conditions. Geographical sales and operating (income) loss analysis:
 Year Ended December 31,Revenue
    
    Adjusted Operating Profit (Loss) (*)(In thousands of dollars)
    
    2006
    
    2005
    
    2004
    
    2006
    
    2005
    
    2004North America
    
    $
    1,098,913
    
    
    $
    1,333,863
    
    
    $
    1,477,678
    
    
    $
    (69,290
    )
    
    $
    61,854
    
    
    $
    91,327Europe
    
    
    903,553
    
    
    
    885,823
    
    
    
    918,503
    
    
    
    14,614
    
    
    
    32,066
    
    
    
    29,931Other foreign countries
    
    
    88,300
    
    
    
    71,754
    
    
    
    47,265
    
    
    
    2,490
    
    
    
    1,757
    
    
    
    450Total
    
    $
    2,090,766
    
    
    $
    2,291,440
    
    
    $
    2,443,446
    
    
    $
    (52,186
    )
    
    $
    95,677
    
    
    $
    121,708
 
 (*)
    
    Excludes plant consolidation charges, amortization and prepetition professional fees. Revenue.
    42




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##### Table of Contents



. ,
  Cost of Sales.
       43




---



##### Table of Contents



Selling, General, and Administrative.
  
    
    Selling expenses decreased by $4.9 million, as we began to bring the level of this
effort in line with our reduced revenue base;
    
    Engineering expenses decreased by $9.8 million, as we reduced our new product
development efforts; and
    
    Slight increase in general and administrative costs associated mainly with the
efforts to centralize certain administrative functions.
    Facility Consolidation.
   44




---



##### Table of Contents




    
    In August 2006, we notified our Stratford, Ontario, Canada, plant employees
that the facility will close sometime in 2007. The current production will be
transferred to other Dura facilities to improve overall capacity utilization. A
severance charge of $5.1 million for this site was recorded in 2006, along with a
pension curtailment charge of $1.1.
    
    In May 2006, we announced that we would close our Brantford, Ontario, Canada,
manufacturing facility. Brantfords current production will be transferred to other
Dura facilities to improve overall capacity utilization. Severance related charges of
$1.9 million have been recorded in 2006. The plant closure was completed in June 2007.
    
    In June 2006, we announced the proposed closing of our manufacturing facility in
Llanelli, Wales, United Kingdom, in order to improve our overall capacity utilization.
At that time, we were in the consultation process with Llanellis AMICUS trade union
concerning the proposed closing, and therefore could not determine if the plant would
in fact be closed. In August 2006, it was determined that the Llanelli plant will be
closed after completion of negotiations with the trade union. Facility consolidation
charges recorded in 2006 totaled $8.5 million, of which $7.6 million were severance
related charges, $0.5 million were equipment move related charges, $0.2 million were
asset impairment related charges, and $0.2 million of other restructuring charges. The
facility was closed in December 2006.
    
    We incurred in 2006 severance related charges of $0.8 million for our Barcelona
facility in Spain related to workforce reductions.
    
    In July 2006, we notified our LaGrange, Indiana, plant employees that we intended to
close the facility. Current production will be transferred to other Dura facilities in
2007. Negotiations were completed in the third quarter of 2006 with the respective
union, and a $3.5 million of severance and benefit related charges have been recorded
in 2006 along with a $0.5 million pension curtailment. The plants operation was
substantially ceased in May 2007.
    
    In 2006, we incurred asset impairment charges of $6.1 million and other
restructuring charges related to movements of production for certain products of $0.7
million, at our Lawrenceburg facility.
    
    During the fourth quarter of 2005, we began the streamlining of our Bracebridge,
Ontario, Canada plant that will be completed in 2007. Certain employee severance
related charges totaling $1.0 million were incurred in 2005. During 2006, this
facility incurred additional severance costs of $1.6 million related to further
workforce reductions, asset impairment charges of $3.0 million relating to the loss of
the GMT 800/900 platform seat track production and $2.3 million relating to the
announced closure of the facility, and $0.9 million of pension curtailment charges.
 45




---



##### Table of Contents




    
    In order to improve capacity utilization , we announced during the third quarter of
2005 a plan to streamline our Einbeck, Germany, manufacturing operation. This action
resulted in a total severance cost of $0.3 million in 2005, severance costs of $1.5 million in 2006,
and an additional $0.1 million of other restructuring costs associated with 2006
production moves, as we continued to streamline the operations at this facility.
    
    During the second quarter of 2005, in order to improve capacity utilization, we
announced a plan to restructure Plettenberg, Germany, manufacturing operations during
2005 and 2006. In the third quarter of 2005, we received approval for this action from
the appropriate Workers Council and Union. Full identification of the actual
employees has been substantially completed. Severance related costs of $3.2 million
was recorded in 2005 and $0.7 million in 2006. This action is expected to be completed
by the end of 2007.
    
    In 2005, we began a centralization of our North America enterprise resource system
and certain support functions. Related severance costs of $1.3 million were incurred
in 2005.
    
    In 2004, we announced a plan to exit our Brookfield, Missouri, facility and combine
the business with other operations. We have incurred $0.1 million of restructuring
costs for this exit activity in 2006, and $0.9 million in 2005.
    
    In 2004, we exited our Pikeville, Tennessee, facility and combined the business with
other operations. This action is complete and resulted in restructuring charges of $0.1
million in 2006, $0.2 million in 2005 and $3.0 million in 2004.
    
    In 2004, we closed our Bondoufle, France, sales and engineering facility and
relocated to Velizy, France, which is located near our French OEM customers. This
action is complete and resulted in total restructuring charges of $0.2 million in 2004.
    
    In 2004, we announced a plan to consolidate certain of our Body & Glass Division
product lines in Europe. This action is complete and resulted in total charges of $3.3
million.
    
    In 2004, we announced a plan to exit our Rockford, Illinois, facility and combine
the business with other operations and relocate our Atwood Mobile Products division
headquarters from Rockford, Illinois, to Elkhart, Indiana. This action is complete and
resulted in total charges of $0.3 million in 2005 and $8.3 million in 2004.
     46




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##### Table of Contents



Asset Impairment.
  Adjustment to 2001 Recorded Sales Proceeds.
  FacilityEmployee
    
    
    Asset
    
    
    closuretermination
    
    
    impairment
    
    
    and otherbenefits
    
    
    charges
    
    
    costs
    
    
    TotalBalance December 31, 2005
    
    $
    3,952
    
    
    $
    
    
    
    $
    521
    
    
    $
    4,473Adjustments/Charges
    
    
    523
    
    
    
    1,630
    
    
    
    419
    
    
    
    2,572Cash utilizations
    
    
    (808
    )
    
    
    
    
    
    
    (335
    )
    
    
    (1,143
    )Noncash foreign exchange impact and other
    
    
    33
    
    
    
    (1,630
    )
    
    
    34
    
    
    
    (1,563
    )Balance April 2, 2006
    
    
    3,700
    
    
    
    
    
    
    
    639
    
    
    
    4,339Adjustments/Charges
    
    
    2,286
    
    
    
    
    
    
    
    592
    
    
    
    2,878Cash utilizations
    
    
    (336
    )
    
    
    
    
    
    
    (704
    )
    
    
    (1,040
    )Noncash foreign exchange impact and other
    
    
    (502
    )
    
    
    
    
    
    
    (37
    )
    
    
    (539
    )Balance July 2, 2006
    
    
    5,148
    
    
    
    
    
    
    
    490
    
    
    
    5,638Adjustments/Charges
    
    
    22,228
    
    
    
    12,345
    
    
    
    (17
    )
    
    
    34,556Cash utilizations
    
    
    (1,934
    )
    
    
    
    
    
    
    (66
    )
    
    
    (2,000
    )Noncash foreign exchange impact and other
    
    
    148
    
    
    
    (12,345
    )
    
    
    51
    
    
    
    (12,146
    )Balance October 1, 2006
    
    
    25,590
    
    
    
    
    
    
    
    458
    
    
    
    26,048Adjustments/Charges
    
    
    (1,903
    )
    
    
    6,121
    
    
    
    3,087
    
    
    
    7,305Cash utilizations
    
    
    (10,095
    )
    
    
    
    
    
    
    (1,368
    )
    
    
    (11,463
    )Noncash foreign exchange impact and other
    
    
    3
    
    
    
    (6,121
    )
    
    
    (2,177
    )
    
    
    (8,295
    )Balance December 31, 2006
    
    $
    13,595
    
    
    $
    
    
    
    $
    
    
    
    $
    13,595
 Amortization Expense.
 47




---



##### Table of Contents



Interest Expense 
  
    
    We did not recognize approximately $15.0 million of contractual interest
expense on liabilities subject to comprise after our filing for Bankruptcy on October
30, 2006;
    
    The loss on the termination of interest rate swaps amounted to $12.2 million
resulting from our entering Bankruptcy has been recognized in reorganization items. We
had outstanding interest rate swaps in the notional amount of $400.0 million that
effectively converts the interest on our Senior Notes to a variable rate prior to
filing for bankruptcy protection. As a result of filing for chapter 11 under the
Bankruptcy Code on October 30, 2006, these interest rate swaps were terminated.
Accordingly in November 2006, we were requested to, and did settle these outstanding
interest rate swap contracts with a liability of $12.2 million. This
termination resulted in the unwinding of the hedge and resulted in a charge to income
in November 2006 for this amount; and
    
    We ceased amortization of a deferred gain on termination of an interest rate swap
from 2005 as a result of the filing for Bankruptcy (in 2006, we recognized a $1.4
million reduction to interest expense for this gain, compared with $1.1 million in
2005).
  Reorganization Expense.
 2006Professional fees directly related to reorganization, incurred post petition
    
    $
    11,041Loss on termination of outstanding interest rate swaps
    
    
    12,185Charge off of deferred finance cost assoicated with the payoff of the
preptetition asset back loan borrowings
    
    
    2,089Total
    
    $
    25,315
  Gain on Early Extinguishment of Debt.
  Gain from Discontinued Operation.
 48




---



##### Table of Contents



Income Taxes.
    Geographical Results of Operations
  49




---



##### Table of Contents



Quarterly Results of Operations and Seasonality
  Effects of Inflation
  Liquidity and Capital Resources
   50




---



##### Table of Contents



51




---



##### Table of Contents



Cash Flows
        52




---



##### Table of Contents



Off Balance Sheet Arrangements
   Market Risk
    Foreign Currency Transactions
   53




---



##### Table of Contents



Contractual Obligations
  Payments due by periodLess than
    
    
    Two  three
    
    
    Four  five
    
    
    More thanTotal
    
    
    one year
    
    
    years
    
    
    years
    
    
    five yearsDIP Credit Agreement
    
    $
    165,000
    
    
    $
    165,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Second Lien Term Loan (c)
    
    
    225,000
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    Senior unsecured notes (c)
    
    
    400,000
    
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    Senior subordinated notes (c)
    
    
    532,872
    
    
    
    532,872
    
    
    
    
    
    
    
    
    
    
    
    Convertible trust preferred (c)
    
    
    55,250
    
    
    
    55,250
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    7,275
    
    
    
    4,679
    
    
    
    1,666
    
    
    
    930
    
    
    
    Capital lease obligations and other
    
    
    1,249
    
    
    
    1,249
    
    
    
    
    
    
    
    
    
    
    
    Interest expense (a)
    
    
    43,000
    
    
    
    43,000
    
    
    
    
    
    
    
    
    
    
    
    Interest expense subject to compromise (a)
    
    
    15,000
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    Pension and post retirement (d)
    
    
    127,931
    
    
    
    9,875
    
    
    
    44,349
    
    
    
    19,702
    
    
    
    54,005Employee termination benefit (e)
    
    
    13,595
    
    
    
    13,595
    
    
    
    
    
    
    
    
    
    
    
    Operating leases (b)
    
    
    96,451
    
    
    
    17,969
    
    
    
    14,178
    
    
    
    12,461
    
    
    
    51,843$
    1,682,623
    
    
    $
    1,483,489
    
    
    $
    60,193
    
    
    $
    33,093
    
    
    $
    105,848
 
 (a)
    
    Interest expense obligations were calculated holding interest rates constant as of
December 31, 2006. No interest expense is included for items subject to compromise, except
for the Second Lien Term Loan. We have received Bankruptcy Court approval to pay this
interest. Interest expense subject to compromise represents unrecorded interest expense
for debts subject to compromise based on SOP 90-7 guidance.(b)
    
    Operating leases include lease commitments of $20.1 million that are recorded in
facility consolidation cost liabilities related to the divestiture of the
Mechanical Assemblies Europe business. See Note 3 to the
consolidated financial statements, Discontinued Operations.(c)
    
    These liabilities are subject to compromise under the Bankruptcy Code. The actual cash
settlements may vary from these amounts when our reorganization plan is finalized and
approved by all applicable parties.(d)
    
    Due to the planned closure of certain Canadian facilities, we are estimating a $25.2
million payment in 2009 for annuities regarding our Canadian Pension Plans. This $25.2
million is included in the $44.3 million amount in the above table. We anticipate using related pension
trust assets to fund this  contractual obligation.(e)
    
    The accrual for employee termination benefit is included as part of the facility
closure, acquisition integrations and discontinued operations accrual. See Note 5 to the
consolidated financial statements.  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  54




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Item 8. Financial Statements and Supplementary Data
  
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    56Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    
    57Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004
    
    
    58Consolidated Statements of Stockholders Investment (Deficit) for the years ended
December 31, 2006, 2005 and 2004
    
    
    59Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004
    
    
    60Notes to Consolidated Financial Statements
    
    
    61
 55




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          56




---



##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
 December 31,
    
    
    December 31,2006
    
    
    2005ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    90,446
    
    
    $
    101,889Accounts receivable, net of reserve for doubtful accounts and sales
allowance of $6,498 in 2006 and $5,061 in 2005
    
    
    311,981
    
    
    
    286,029Inventories
    
    
    149,367
    
    
    
    128,681Deferred income taxes
    
    
    6,642
    
    
    
    17,978Other current assets
    
    
    123,612
    
    
    
    87,254Current assets of discontinued operations
    
    
    
    
    
    
    10,975Total current assets
    
    
    682,048
    
    
    
    632,806Property, plant and equipment, net
    
    
    465,475
    
    
    
    450,379Goodwill
    
    
    258,313
    
    
    
    850,152Deferred income taxes
    
    
    22,037
    
    
    
    66,542Other assets, net of accumulated amortization of $383 in 2006 and $19,377 in 2005
    
    
    26,968
    
    
    
    63,280Noncurrent assets of discontinued operations
    
    
    
    
    
    
    12,050$
    1,454,841
    
    
    $
    2,075,209LIABILITIES AND STOCKHOLDERS INVESTMENT (DEFICIT)Current Liabilities:Debtors-in-possession financing
    
    $
    165,000
    
    
    $
    Current maturities of long-term debt
    
    
    4,679
    
    
    
    3,473Accounts payable
    
    
    164,831
    
    
    
    261,258Accrued liabilities
    
    
    160,624
    
    
    
    158,835Accrued pension and postretirement benefits
    
    
    1,437
    
    
    
    16,741Deferred income taxes
    
    
    2,768
    
    
    
    2,577Current liabilities of discontinued operations
    
    
    
    
    
    
    6,771Total current liabilities
    
    
    499,339
    
    
    
    449,655Long-term liabilities:Long-term debt, net of current maturities
    
    
    2,596
    
    
    
    1,139,952Pension and postretirement benefits
    
    
    68,044
    
    
    
    69,717Other noncurrent liabilities
    
    
    39,515
    
    
    
    62,657Deferred income taxes
    
    
    8,132
    
    
    
    8,439Noncurrent liabilities of discontinued operations
    
    
    
    
    
    
    218Total long-term liabilities
    
    
    118,287
    
    
    
    1,280,983Liabilities subject to compromise
    
    
    1,335,083
    
    
    
    Total liabilities
    
    
    1,952,709
    
    
    
    1,730,638Commitments and Contingencies (Notes 6, 7, 10 and 11)Minority interests
    
    
    5,459
    
    
    
    4,864Stockholders Investment (deficit):Preferred stock, par value $1; 5,000,000 shares authorized; none issued or outstanding
    
    
    
    
    
    
    Common
stock, Class A; par value $.01; 60,000,000 shares authorized;
18,904,222 and 18,774,948 issued and outstanding, respectively
    
    
    189
    
    
    
    188Common
stock, Class B; par value $.01; 10,000,000 shares authorized;
none issued or outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    351,878
    
    
    
    351,994Treasury stock at cost
    
    
    (1,743
    )
    
    
    (1,948
    )Accumulated deficit
    
    
    (1,002,185
    )
    
    
    (91,528
    )Accumulated other comprehensive income
    
    
    148,534
    
    
    
    81,001Total stockholders investment (deficit)
    
    
    (503,327
    )
    
    
    339,707$
    1,454,841
    
    
    $
    2,075,209
  57




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts)
 For the Years Ended December 31,2006
    
    
    2005
    
    
    2004Revenues
    
    $
    2,090,766
    
    
    $
    2,291,440
    
    
    $
    2,443,446Cost of sales
    
    
    2,001,013
    
    
    
    2,040,643
    
    
    
    2,172,136Gross profit
    
    
    89,753
    
    
    
    250,797
    
    
    
    271,310Selling, general and administrative expenses
    
    
    141,939
    
    
    
    155,120
    
    
    
    149,602Prepetition professional fees
    
    
    10,455
    
    
    
    
    
    
    
    Facility consolidation, asset impairment and other charges
    
    
    684,238
    
    
    
    11,397
    
    
    
    21,817Amortization expense
    
    
    405
    
    
    
    434
    
    
    
    445Operating income (loss)
    
    
    (747,284
    )
    
    
    83,846
    
    
    
    99,446Interest expense, net of interest income of $2,815 in 2006,
$2,987 in 2005, and $2,985 in 2004
    
    
    101,784
    
    
    
    99,823
    
    
    
    89,351Gain on early extinguishment of debt, net
    
    
    
    
    
    
    14,805
    
    
    
    Income (loss) from continuing operations before reorganization
items, income taxes and minority interest
    
    
    (849,068
    )
    
    
    (1,172
    )
    
    
    10,095Reorganization items
    
    
    (25,315
    )
    
    
    
    
    
    
    Income (loss) from continuing operations before income taxes
and minority interest
    
    
    (874,383
    )
    
    
    (1,172
    )
    
    
    10,095Provision for income taxes
    
    
    46,520
    
    
    
    423
    
    
    
    1,364Minority interest in non wholly owned subsidiaries
    
    
    432
    
    
    
    177
    
    
    
    Income (loss) from continuing operations
    
    
    (921,335
    )
    
    
    (1,772
    )
    
    
    8,731Income from discontinued operations, including gain on disposals
    
    
    9,658
    
    
    
    3,586
    
    
    
    2,992Income (loss) before change in accounting principle
    
    
    (911,677
    )
    
    
    1,814
    
    
    
    11,723Cumulative effect of change in accounting principle, net of
tax of $712
    
    
    1,020
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (910,657
    )
    
    $
    1,814
    
    
    $
    11,723Basic earnings (loss) per share:Income (loss) from continuing operations
    
    $
    (48.83
    )
    
    $
    (0.09
    )
    
    $
    0.47Income from discontinued operations
    
    
    0.51
    
    
    
    0.19
    
    
    
    0.16Cumulative effect of change in accounting principle
    
    
    0.05
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (48.27
    )
    
    $
    0.10
    
    
    $
    0.63Diluted earnings (loss) per share:Income (loss) from continuing operations
    
    $
    (48.83
    )
    
    $
    (0.09
    )
    
    $
    0.46Income from discontinued operations
    
    
    0.51
    
    
    
    0.19
    
    
    
    0.16Cumulative effect of change in accounting principle
    
    
    0.05
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (48.27
    )
    
    $
    0.10
    
    
    $
    0.62
  58




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS INVESTMENT (DEFICIT)
 Accumulated
    
    TotalCommon Stock
    
    Additional
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    StockholdersClass A
    
    Class B
    
    Paid-in
    
    Treasury Stock
    
    Accumulated
    
    Comprehensive
    
    InvestmentShares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Shares
    
    Amount
    
    Deficit
    
    Income (Loss)
    
    (Deficit)(in thousands, except share amounts)Balance, December 31, 2003
    
    
    16,734,228
    
    
    $
    168
    
    
    
    1,646,150
    
    
    $
    16
    
    
    $
    349,220
    
    
    
    233,276
    
    
    $
    (2,452
    )
    
    $
    (105,065
    )
    
    $
    88,700
    
    
    $
    330,587Sale of stock under Employee Stock
Discount Purchase Plan
    
    
    114,052
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    937
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    938Conversion from Class B to
Class A
    
    
    1,646,150
    
    
    
    16
    
    
    
    (1,646,150
    )
    
    
    (16
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of options
    
    
    138,100
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1,353
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,354Treasury shares, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61
    
    
    
    3,735
    
    
    
    (61
    )
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,723Other comprehensive
income:Foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,669Minimum pension
liability, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,780
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,612Balance, December 31, 2004
    
    
    18,632,530
    
    
    
    186
    
    
    
    
    
    
    
    
    
    
    
    351,571
    
    
    
    237,011
    
    
    
    (2,513
    )
    
    
    (93,342
    )
    
    
    151,589
    
    
    
    407,491Sale and exercise of stock
options, including the
value of treasury stock
    
    
    142,418
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    423
    
    
    
    (53,328
    )
    
    
    565
    
    
    
    
    
    
    
    
    
    
    
    990Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,814Other comprehensive
income:Foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (64,832
    )Minimum pension
liability, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,756
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (68,774
    )Balance, December 31, 2005
    
    
    18,774,948
    
    
    
    188
    
    
    
    
    
    
    
    
    
    
    
    351,994
    
    
    
    183,683
    
    
    
    (1,948
    )
    
    
    (91,528
    )
    
    
    81,001
    
    
    
    339,707Sale and exercise of stock
options, including the
value
of treasury stock
    
    
    129,274
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    (116
    )
    
    
    (19,321
    )
    
    
    205
    
    
    
    
    
    
    
    
    
    
    
    90Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (910,657
    )
    
    
    Other comprehensive income (loss):Foreign currency
translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,561Minimum pension
liability, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,128
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (838,224
    )SFAS 158 adjustment, net
of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,900
    )
    
    
    (4,900
    )Balance, December 31, 2006
    
    
    18,904,222
    
    
    $
    189
    
    
    
    
    
    
    $
    
    
    
    $
    351,878
    
    
    
    164,362
    
    
    $
    (1,743
    )
    
    $
    (1,002,185
    )
    
    $
    148,534
    
    
    $
    (503,327
    )
  59




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Years Ended December 312006
    
    
    2005
    
    
    2004(in thousands)OPERATING ACTIVITIES:Income (loss) from continuing operations
    
    $
    (921,335
    )
    
    $
    (1,772
    )
    
    $
    8,731Adjustments required to reconcile income (loss) from continuing
operations to net cash provided by operating activities:Depreciation and amortization
    
    
    78,825
    
    
    
    78,263
    
    
    
    82,069Asset impairments
    
    
    10,838
    
    
    
    3,160
    
    
    
    7,100Goodwill impairment
    
    
    636,927
    
    
    
    
    
    
    
    Facility consolidation and other
    
    
    36,473
    
    
    
    8,237
    
    
    
    14,717Amortization of deferred financing fees
    
    
    4,122
    
    
    
    3,889
    
    
    
    3,522(Gain)/loss on sale of property, plant and equipment
    
    
    (2,398
    )
    
    
    (196
    )
    
    
    1,429Bad debt expense
    
    
    42
    
    
    
    1,856
    
    
    
    209Reorganization Items
    
    
    25,315
    
    
    
    
    
    
    
    Deferred income tax benefit (loss)
    
    
    46,387
    
    
    
    (27,156
    )
    
    
    (16,663
    )Favorable settlement of environmental matters
    
    
    
    
    
    
    (9,960
    )
    
    
    Gain on early extinguishment of debt
    
    
    
    
    
    
    (14,805
    )
    
    
    Change in other operating items:Accounts receivable
    
    
    (11,167
    )
    
    
    (30,505
    )
    
    
    27,032Inventories
    
    
    (13,885
    )
    
    
    14,064
    
    
    
    (16,432
    )Other current assets
    
    
    (11,732
    )
    
    
    (20,814
    )
    
    
    6,541Accounts payable and accrued liabilities
    
    
    (59,184
    )
    
    
    (9,203
    )
    
    
    993Other assets, liabilities and noncash items
    
    
    (1,155
    )
    
    
    (15,707
    )
    
    
    (18,912
    )Net cash provided by (used in) operating activities
    
    
    (181,927
    )
    
    
    (20,649
    )
    
    
    100,336INVESTING ACTIVITIES:Capital expenditures
    
    
    (84,430
    )
    
    
    (63,868
    )
    
    
    (65,072
    )Proceeds from the sale of assets and other
    
    
    6,370
    
    
    
    2,490
    
    
    
    (13,327
    )Net cash used in investing activities
    
    
    (78,060
    )
    
    
    (61,378
    )
    
    
    (78,399
    )FINANCING ACTIVITIES:Debtors in possession borrowings
    
    
    165,000
    
    
    
    
    
    
    
    Net borrowings under prepetition debt
    
    
    68,861
    
    
    
    
    
    
    
    Net borrowings under revolving credit facilities
    
    
    
    
    
    
    17,500
    
    
    
    Long-term borrowings
    
    
    
    
    
    
    153,285
    
    
    
    568Repayments of long-term borrowings
    
    
    
    
    
    
    (179,459
    )
    
    
    (19,227
    )Payment on termination of interest rate swap
    
    
    (12,185
    )
    
    
    
    
    
    
    Deferred gain on termination of interest rate swap
    
    
    
    
    
    
    11,374
    
    
    
    Proceeds from equity securities, net
    
    
    257
    
    
    
    673
    
    
    
    2,353Debt issue costs
    
    
    (10,522
    )
    
    
    (7,613
    )
    
    
    (552
    )Other, net
    
    
    (98
    )
    
    
    (86
    )
    
    
    (61
    )Net cash provided by (used in) financing activities
    
    
    211,313
    
    
    
    (4,326
    )
    
    
    (16,919
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    16,331
    
    
    
    (7,942
    )
    
    
    (718
    )NET CHANGE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS
    
    
    (32,343
    )
    
    
    (94,295
    )
    
    
    4,300CASH FLOW FROM DISCONTINUED OPERATIONS:Operating activities
    
    
    3,313
    
    
    
    7,565
    
    
    
    8,136Investing activities
    
    
    17,587
    
    
    
    (2,949
    )
    
    
    (2,136
    )NET CHANGE IN CASH FLOWS FROM DISCONTINUED OPERATIONS
    
    
    20,900
    
    
    
    4,616
    
    
    
    6,000CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    101,889
    
    
    
    191,568
    
    
    
    181,268End of period
    
    $
    90,446
    
    
    $
    101,889
    
    
    $
    191,568SUPPLEMENTAL DISCLOSURE:Cash paid for interest
    
    $
    70,360
    
    
    $
    95,293
    
    
    $
    85,217Cash paid for income taxes
    
    
    13,336
    
    
    
    10,496
    
    
    
    10,330Unpaid capital expenditures
    
    
    9,518
    
    
    
    11,649
    
    
    
    12,516Capitalized interest expense
    
    $
    101
    
    
    $
    453
    
    
    $
    
  60




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 (DEBTOR-IN-POSSESSION)
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2006, 2005 and 2004
 1.
    
    Organization and Basis of Presentation:
 Dura Company we our us
  Chapter 11
Bankruptcy Filing and Going Concern
  Financial
Reporting by Entities in Reorganization under the Bankruptcy Code
 61




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##### Table of Contents



2.
    
    Significant Accounting Policies:
 Principles of Consolidation:
  Reclassifications:
 Accounting for the Impairment or Disposal of Long-Lived
Assets
 Cash Equivalents:
  Inventories:
  62




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##### Table of Contents



December 31,2006
    
    
    2005Raw materials
    
    $
    76,594
    
    
    $
    60,225Work-in-process
    
    
    31,415
    
    
    
    25,018Finished goods
    
    
    41,358
    
    
    
    43,438$
    149,367
    
    
    $
    128,681
 Other Current Assets:
  December 31,2006
    
    
    2005Excess of cost over billings on uncompleted tooling
projects
    
    $
    58,107
    
    
    $
    48,820Income and other tax receivables
    
    
    29,394
    
    
    
    17,937Debt issue costs, net of amortization of $661 in 2006
    
    
    7,897
    
    
    
    Prepaid expenses and other
    
    
    28,214
    
    
    
    20,497$
    123,612
    
    
    $
    87,254
   Property, Plant and Equipment:
  Buildings
    
    20 to 30 yearsMachinery and equipment
    
    3 to 20 yearsLeasehold improvements
    
    Shorter of useful life or lease term
  63




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##### Table of Contents



December 31,2006
    
    
    2005Land and buildings
    
    $
    218,363
    
    
    $
    204,158Machinery and equipment
    
    
    760,180
    
    
    
    659,429Construction in progress
    
    
    42,306
    
    
    
    42,917Less  Accumulated depreciation and amortization
    
    
    (555,374
    )
    
    
    (456,125
    )$
    465,475
    
    
    $
    450,379
 Goodwill and Other Noncurrent Assets:
     AtwoodBody & Glass
    
    
    Mobile Products
    
    
    TotalBalance, December 31, 2005
    
    $
    778,836
    
    
    $
    71,316
    
    
    $
    850,152Currency translation adjustment
    
    
    45,467
    
    
    
    
    
    
    
    45,467Impairment
    
    
    (637,306
    )
    
    
    
    
    
    
    (637,306
    )Adjustments
    
    
    
    
    
    
    
    
    
    
    Balance, December 31, 2006
    
    $
    186,997
    
    
    $
    71,316
    
    
    $
    258,313
 64




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##### Table of Contents



December 31,2006
    
    
    2005Debt issue costs, net of amortization
of $19,110 in 2005
    
    $
    
    
    
    $
    19,115Notes receivable, net of reserves
    
    
    246
    
    
    
    7,677Other assets
    
    
    13,499
    
    
    
    18,843Other intangible assets
    
    
    13,223
    
    
    
    17,645$
    26,968
    
    
    $
    63,280
   Accrued Liabilities:
  December 31,2006
    
    
    2005Compensation and benefits
    
    $
    73,952
    
    
    $
    67,029Income and other taxes
    
    
    23,137
    
    
    
    43,119Interest
    
    
    2,174
    
    
    
    16,882Facility closure, acquisition integrations and
discontinued operations
    
    
    15,914
    
    
    
    5,638Warranty and environmental
    
    
    2,682
    
    
    
    2,371Professional
fees
    
    
    13,219
    
    
    
    2,441Other
    
    
    29,546
    
    
    
    21,355$
    160,624
    
    
    $
    158,835
 Other Noncurrent Liabilities:
  65




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##### Table of Contents



December 31,2006
    
    
    2005Facility closure, acquisition integrations and
discontinued operations
    
    $
    17,897
    
    
    $
    17,014Warranty and environmental
    
    
    7,198
    
    
    
    12,275Other
    
    
    14,420
    
    
    
    33,368$
    39,515
    
    
    $
    62,657
 Liabilities Subject to Compromise:
     66




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##### Table of Contents



Debt
    
    $
    1,206,571Accrued Interest
    
    
    44,026Accounts payable
    
    
    64,616Compensation and other benefits
    
    
    19,870$
    1,335,083
 Contractual Interest Expense
  Reorganization Items:
  Professional and other fees directly related to reorganization,
excluding prepetition fees
    
    $
    11,041Loss on termination of interest rate swap
    
    
    12,185Prepetition debt issue costs write-off
    
    
    2,089$
    25,315
  Prepetition professional fees:
  Revenue Recognition and Sales Commitments:
  67




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##### Table of Contents



Restructuring Charges:
 Employers Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits Employers Accounting for Post-employment Benefits Accounting for the
Impairment or Disposal of Long-Lived Assets Accounting for Costs Associated with
Exit or Disposal Activities Recognition of Liabilities in Connection with a
Purchase Business Combination
 Income Taxes:
  Comprehensive Income (Loss):
   December 31,2006
    
    
    2005
    
    
    2004Foreign currency translation adjustment
    
    $
    184,250
    
    
    $
    108,688
    
    
    $
    173,520Minimum pension liability, net of tax
of $15,267 in 2006,
$17,032 in 2005, and $13,832 in
2004, respectively
    
    
    (35,716
    )
    
    
    (27,687
    )
    
    
    (21,931
    )$
    148,534
    
    
    $
    81,001
    
    
    $
    151,589
 68




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##### Table of Contents



Fair Value of Financial Instruments:
    Common Stock:
  Stock Based Awards:
 Share-based Payment
 Use of Estimates:
   Foreign Currency Translation:
  69




---



##### Table of Contents



Warranty and Environmental:
     70




---



##### Table of Contents



December 31,2006
    
    
    2005Beginning balance
    
    $
    8,020
    
    
    $
    8,874Reductions for payments made
    
    
    (13,159
    )
    
    
    (3,288
    )Additional reserves recorded
    
    
    8,442
    
    
    
    2,847Changes in preexisting reserves
    
    
    (121
    )
    
    
    (413
    )Ending balance
    
    $
    3,182
    
    
    $
    8,020
  December 31,2006
    
    
    2005Beginning balance
    
    $
    6,626
    
    
    $
    17,159Reductions for payments made
    
    
    (54
    )
    
    
    (320
    )Changes in preexisting reserves
    
    
    126
    
    
    
    (10,213
    )Ending balance
    
    $
    6,698
    
    
    $
    6,626
 New and Proposed Accounting Pronouncements:
 The
Fair Value Option for Financial Assets and Financial Liabilities Accounting for Certain Investments in Debt and Equity
Securities
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans   an amendment of FASB Statements No. 87, 88, 106, and
132(R)
 71




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##### Table of Contents



Fair Value Measurements
 Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements
 Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement 109
 Accounting for Early Retirement
or Postemployment Programs with Specific Features (such as Terms Specified in Altersteilzeit Early
Retirement Arrangements)
  72




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##### Table of Contents



3.
    
    Discontinued Operations:
    2006
    
    
    2005Beginning balance
    
    $
    16,771
    
    
    $
    18,739Reductions for payments made
    
    
    (1,246
    )
    
    
    (1,245
    )Changes in pre-existing reserves
    
    
    906
    
    
    
    Accretion
    
    
    1,239
    
    
    
    1,204Foreign exchange impact
    
    
    2,436
    
    
    
    (1,927
    )$
    20,106
    
    
    $
    16,771
    73




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##### Table of Contents



2006
    
    2005Revenue
    
    $
    38,975
    
    
    $
    52,699Gross profit
    
    
    4,350
    
    
    
    6,920Operating income
    
    
    3,802
    
    
    
    6,139Income before income taxes
    
    
    3,581
    
    
    
    5,941Income taxes
    
    
    1,274
    
    
    
    2,265Gain on sale of operation, net of income taxes of $168
    
    
    7,596
    
    
    
    Net income
    
    
    9,903
    
    
    
    3,676
   Current assets of discontinued operations:
    
    
    
    
    Current liabilities of discontinued operations:Accounts receivable
    
    $
    5,090
    
    Accounts payable
    
    $
    4,302Inventories

    
    
    3,467
    
    Accrued expenses
    
    
    2,469Other current assets
    
    
    2,418
    
    
    
    $
    6,771$
    10,975Noncurrent assets of discontinued operations:
    
    
    
    
    Noncurrent liabilities of discontinued operations:

    
    $
    218Property, plant and equipment, net
    
    $
    7,879Other noncurrent assets
    
    
    4,171$
    12,050
 4.
    
    Acquisitions:
 Acquisition Integrations:
  Other Acquisitions activities:
   74




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##### Table of Contents



5.
    
    Facility Consolidation, Asset Impairment and Other Charges:
 Facility Consolidation:
 Employers Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits Employers Accounting for Post employment Benefits Accounting for the Impairment or Disposal of Long-Lived Assets Accounting for Costs Associated with Exit or Disposal Activities
   75




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##### Table of Contents




    
    In August 2006, we notified our Stratford, Ontario, Canada, plant employees
that the facility will close during 2007. The current production will be transferred
to other Dura facilities to improve overall capacity utilization. A severance charge
of $5.1 million for this site was recorded in 2006, along with a pension curtailment
charge of $1.1 million.
    
    In May 2006, we announced that we would close our Brantford, Ontario, Canada,
manufacturing facility. Brantfords current production will be transferred to other
Dura facilities to improve overall capacity utilization. Severance related charges of
$1.9 million are recorded in 2006. The plant was closed in June 2007.
    
    In June 2006, we announced the proposed closing of our manufacturing facility in
Llanelli, Wales, United Kingdom, in order to improve our overall capacity utilization.
At that time, we were in the consultation process with Llanellis AMICUS trade union
concerning the proposed closing, and therefore could not determine if the plant would
in fact be closed. In August 2006, it was determined that the Llanelli plant would be
closed after completion of negotiations with the trade union. Facility consolidation
charges recorded in 2006 totaled $8.5 million, of which $7.6 million were severance
related charges, $0.5 million were equipment move related charges, $0.2 million were
asset impairment related charges, and $0.2 million of other restructuring charges. The
facility was closed in December 2006.
    
    During 2006, we incurred severance related charges of $0.8 million for our
Barcelona, Spain facility related to workforce reductions.
    
    In July 2006, we notified our LaGrange, Indiana, plant employees that we intended to
close the facility. Current production will be transferred to other Dura facilities in
2007. Negotiations were completed in the third quarter of 2006 with the respective
union, and a $3.5 million of severance and benefit related charges was recorded in
2006, along with a $0.5 million pension curtailment. The plant was closed in 2007.
    
    In 2006, we incurred asset impairment charges of $6.1 million and other
restructuring charges related to movement of production for certain products of $0.7
million, at our Lawrenceburg facility.
    
    During the fourth quarter of 2005, we began the streamlining of our Bracebridge,
Ontario, Canada plant that will be completed in 2007. Certain employee severance
related charges totaling $1.0 million were incurred in 2005. During 2006, this
facility incurred additional severance costs of $1.6 million related to further
workforce reductions, asset impairment charges of $3.0 million relating to the loss of
the GMT 800/900 platform seat track production and $2.3 million relating to the
announced closure of the facility, and $0.9 million of pension curtailment charges.
    
    In order to improve capacity utilization , we announced during the third quarter of
2005 a plan to streamline our Einbeck, Germany, manufacturing operation. This action
resulted in a total severance cost of $0.3 million in 2005, severance costs of $1.5
million in 2006, and an additional $0.1 million of other restructuring costs associated
with 2006 production moves, as we continued to streamline the operations at this
facility.
    
    During the second quarter of 2005, in order to improve capacity utilization, we
announced a plan to restructure Plettenberg, Germany, manufacturing operations during
2005 and 2006.
 76




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##### Table of Contents



In the third quarter of 2005, we received approval for this action from the appropriate
Workers Council and Union. Full identification of the actual employees has been
substantially completed. Severance related costs of $3.2 million was recorded in 2005
and $0.7 million in 2006. This action is expected to be completed by the end of 2007.
    
    In 2005, we began a centralization of our North America enterprise resource system
and certain support functions. Related severance costs of $1.3 million were incurred
in 2005.
    
    In 2004, we announced a plan to exit our Brookfield, Missouri, facility and combine
the business with other operations. We have incurred $0.1 million of restructuring
costs for this exit activity in 2006, and $0.9 million in 2005.
    
    In 2004, we exited our Pikeville, Tennessee, facility and combined the business with
other operations. This action is complete and resulted in restructuring charges of $0.1
million in 2006, $0.2 million in 2005 and $3.0 million in 2004.
    
    In 2004, we closed our Bondoufle, France, sales and engineering facility and
relocated to Velizy, France, which is located near our French OEM customers. This
action is complete and resulted in total restructuring charges of $0.2 million in 2004.
    
    In 2004, we announced a plan to consolidate certain of our Body & Glass Division
product lines in Europe. This action is complete and resulted in total charges of $3.3
million.
    
    In 2004, we announced a plan to exit our Rockford, Illinois, facility and combine
the business with other operations and relocate our Atwood Mobile Products division
headquarters from Rockford, Illinois, to Elkhart, Indiana. This action is complete and
resulted in total charges of $0.3 million in 2005 and $8.3 million in 2004.
     Asset Impairments:
  77




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##### Table of Contents



Accounting for the Impairment or
Disposal of Long-Lived Assets Goodwill and Other Intangible Assets
  Adjustment to 2001 Recorded Sales Proceeds:
   Employeetermination
    
    
    Asset impairment
    
    
    Facility closurebenefits
    
    
    charges
    
    
    and other costs
    
    
    TotalBalance December 31, 2005
    
    $
    3,952
    
    
    $
    
    
    
    $
    521
    
    
    $
    4,473Adjustments/Charges
    
    
    523
    
    
    
    1,630
    
    
    
    419
    
    
    
    2,572Cash utilizations
    
    
    (808
    )
    
    
    
    
    
    
    (335
    )
    
    
    (1,143
    )Noncash/ foreign exchange impact/ other
    
    
    33
    
    
    
    (1,630
    )
    
    
    34
    
    
    
    (1,563
    )Balance April 2, 2006
    
    
    3,700
    
    
    
    
    
    
    
    639
    
    
    
    4,339Adjustments/Charges
    
    
    2,286
    
    
    
    
    
    
    
    592
    
    
    
    2,878Cash utilizations
    
    
    (336
    )
    
    
    
    
    
    
    (704
    )
    
    
    (1,040
    )Noncash/ foreign exchange impact/ other
    
    
    (502
    )
    
    
    
    
    
    
    (37
    )
    
    
    (539
    )Balance July 2, 2006
    
    
    5,148
    
    
    
    
    
    
    
    490
    
    
    
    5,638Adjustments/Charges
    
    
    22,228
    
    
    
    12,345
    
    
    
    (17
    )
    
    
    34,556Cash utilizations
    
    
    (1,934
    )
    
    
    
    
    
    
    (66
    )
    
    
    (2,000
    )Noncash/ foreign exchange impact/ other
    
    
    148
    
    
    
    (12,345
    )
    
    
    51
    
    
    
    (12,146
    )Balance October 1, 2006
    
    
    25,590
    
    
    
    
    
    
    
    458
    
    
    
    26,048Adjustments/Charges
    
    
    (1,903
    )
    
    
    6,121
    
    
    
    3,087
    
    
    
    7,305Cash utilizations
    
    
    (10,095
    )
    
    
    
    
    
    
    (1,368
    )
    
    
    (11,463
    )Noncash/ foreign exchange impact/ other
    
    
    3
    
    
    
    (6,121
    )
    
    
    (2,177
    )
    
    
    (8,295
    )Balance December 31, 2006
    
    $
    13,595
    
    
    $
    
    
    
    $
    
    
    
    $
    13,595
 78




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##### Table of Contents



6. Stockholders Investment :
 Earnings Per Share:
  Years Ended December 31,2006
    
    
    2005
    
    
    2004Net income (loss) applicable to common stockholders
    
    $
    (910,657
    )
    
    $
    1,814
    
    
    $
    11,723Weighted average number of Class A common shares outstanding
    
    
    18,867
    
    
    
    18,709
    
    
    
    18,013Weighted average number of Class B common shares outstanding
    
    
    
    
    
    
    
    
    
    
    49518,867
    
    
    
    18,709
    
    
    
    18,508Dilutive effect of outstanding stock options after application of
the treasury stock method
    
    
    
    
    
    
    152
    
    
    
    360Diluted shares outstanding
    
    
    18,867
    
    
    
    18,861
    
    
    
    18,868Basic earnings (loss) per share:Income (loss) from continuing operations
    
    $
    (48.83
    )
    
    $
    (0.09
    )
    
    $
    0.47Income from discontinued operations
    
    
    0.51
    
    
    
    0.19
    
    
    
    0.16Cumulative effect of change in accounting principle
    
    
    0.05
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (48.27
    )
    
    $
    0.10
    
    
    $
    0.63Diluted earnings (loss) per share:Income (loss) from continuing operations
    
    $
    (48.83
    )
    
    $
    (0.09
    )
    
    $
    0.46Income from discontinued operations
    
    
    0.51
    
    
    
    0.19
    
    
    
    0.16Cumulative effect of change in accounting principle
    
    
    0.05
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (48.27
    )
    
    $
    0.10
    
    
    $
    0.62
  The 1998 Stock Incentive Plan:
  79




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##### Table of Contents



Weighted
    
    
    WeightedShares
    
    
    
    
    
    
    Average
    
    
    Average Fair
    
    
    ExercisableUnder
    
    
    Exercise
    
    
    Exercise
    
    
    Value of
    
    
    At End ofOption
    
    
    Price
    
    
    Price
    
    
    Options Granted
    
    
    YearOutstanding, December 31, 2003
    
    
    3,803,328
    
    
    $
    5.6038.63
    
    
    $
    13.14
    
    
    
    
    
    
    
    2,146,003Granted
    
    
    1,109,500
    
    
    
    9.52
    
    
    
    9.52
    
    
    $
    7.61Exercised
    
    
    (138,100
    )
    
    
    7.0213.50
    
    
    
    7.91Forfeited
    
    
    (306,800
    )
    
    
    7.0229.00
    
    
    
    11.51Outstanding, December 31, 2004
    
    
    4,467,928
    
    
    
    5.6038.63
    
    
    
    12.58
    
    
    
    
    
    
    
    2,552,315Granted
    
    
    1,497,500
    
    
    
    3.704.27
    
    
    
    3.70
    
    
    
    2.75Exercised
    
    
    (11,075
    )
    
    
    7.029.15
    
    
    
    7.84Forfeited
    
    
    (203,085
    )
    
    
    3.7029.00
    
    
    
    14.53Outstanding, December 31, 2005
    
    
    5,751,268
    
    
    
    3.7038.63
    
    
    
    10.15
    
    
    
    
    
    
    
    5,751,268Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (462,248
    )
    
    
    3.7029.00
    
    
    
    9.50Outstanding, December 31, 2006
    
    
    5,289,020
    
    
    $
    3.7038.63
    
    
    
    
    
    
    
    
    
    
    
    5,289,020
  Options Outstanding
    
    
    Options ExercisableWeighted-Range of
    
    Number
    
    
    Average
    
    
    Weighted-
    
    
    Number
    
    
    Weighted-Exercisable
    
    Outstanding
    
    
    Remaining
    
    
    Average
    
    
    Exercisable
    
    
    AverageOptions
    
    at 12/31/06
    
    
    Contractual Life
    
    
    Exercise Price
    
    
    at 12/31/06
    
    
    Exercise Price$  3.70 to 4.27
    
    
    1,337,875
    
    
    
    8.4
    
    
    $
    3.70
    
    
    
    1,337,875
    
    
    $
    3.705.60 to 7.02
    
    
    645,375
    
    
    
    6.2
    
    
    
    6.76
    
    
    
    645,375
    
    
    
    6.767.50
    
    
    693,185
    
    
    
    4.1
    
    
    
    7.50
    
    
    
    693,185
    
    
    
    7.508.25 to 9.52
    
    
    1,358,050
    
    
    
    6.8
    
    
    
    9.36
    
    
    
    1,358,050
    
    
    
    9.3613.50 to 17.27
    
    
    660,950
    
    
    
    4.4
    
    
    
    15.02
    
    
    
    660,950
    
    
    
    15.0220.75 to 29.25
    
    
    543,585
    
    
    
    1.6
    
    
    
    27.42
    
    
    
    543,585
    
    
    
    27.4238.63
    
    
    50,000
    
    
    
    1.3
    
    
    
    38.63
    
    
    
    50,000
    
    
    
    38.635,289,020
    
    
    
    5.9
    
    
    $
    10.21
    
    
    
    5,289,020
    
    
    $
    10.21
   Independent Director Stock Option Plan:
  80




---



##### Table of Contents



Employee Stock Discount Purchase Plan:
  Deferred Income Leadership Stock Purchase Plan:
  Director Deferred Stock Purchase Plan:
  81




---



##### Table of Contents



Stock-Based Compensation Plans:
 Share-Based Payment Accounting for Stock Based Compensation
  2005
    
    
    2004Net income, as reported
    
    $
    1,814
    
    
    $
    11,723Add: Stock based compensation expense included
in reported net income, net of tax
    
    
    
    
    
    
    Deduct: Stock based compensation expense determined
under fair value method for all awards, net of tax
    
    
    (10,152
    )
    
    
    (4,364
    )Net income (loss)
    
    $
    (8,338
    )
    
    $
    7,359Basic earnings (loss) per share:As Reported
    
    
    0.10
    
    
    
    0.63Pro Forma
    
    
    (0.45
    )
    
    
    0.40Diluted earnings (loss) per share:As Reported
    
    
    0.10
    
    
    
    0.62Pro Forma
    
    
    (0.45
    )
    
    
    0.39
   82




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##### Table of Contents



Dividends:
  7. Debt:
   December 31,2006
    
    
    
    
    

    2005Subject toCompromise
    
    DebtDebtors-In-Possession (DIP) Credit Agreements
    
    $
    
    
    
    $
    165,000
    
    
    $
    Prepetition Credit Agreement:Revolving credit facility
    
    
    
    
    
    
    
    
    
    
    17,500Second lien term loan
    
    
    225,000
    
    
    
    
    
    
    
    150,000Senior unsecured notes
    
    
    400,000
    
    
    
    
    
    
    
    400,000Senior subordinated notes
    
    
    532,872
    
    
    
    
    
    
    
    523,906Convertible trust preferred securities
    
    
    55,250
    
    
    
    
    
    
    
    55,250Senior unsecured notes  derivative instrument adjustment
    
    
    
    
    
    
    
    
    
    
    (10,781
    )Deferred gain on interest rate swap, net
    
    
    8,976
    
    
    
    
    
    
    
    Debt issue costs, net
    
    
    (15,527
    )
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    7,275
    
    
    
    7,5501,206,571
    
    
    
    172,275
    
    
    
    1,143,425Less  Current maturities
    
    
    
    
    
    
    169,679
    
    
    
    (3,473
    )$
    1,206,571
    
    
    $
    2,596
    
    
    $
    1,139,952
 83




---



##### Table of Contents



Debtors-In-Possession (DIP) Financing
    84




---



##### Table of Contents



Debt in Default
     85




---



##### Table of Contents



86




---



##### Table of Contents



Year
    
    Amount2007
    
    $
    169,6792008
    
    
    8332009
    
    
    8332010
    
    
    9302011
    
    
    Thereafter
    
    
    $
    172,275
 8. Income Taxes:
  2006
    
    
    2005
    
    
    2004United States
    
    $
    (277,117
    )
    
    $
    (27,416
    )
    
    $
    (21,070
    )Foreign
    
    
    (597,266
    )
    
    
    26,244
    
    
    
    31,165$
    (874,383
    )
    
    $
    (1,172
    )
    
    $
    10,095
  Years Ended December 31,2006
    
    
    2005
    
    
    2004Currently payable -United States
    
    $
    2,291
    
    
    $
    3,358
    
    
    $
    549Foreign
    
    
    (4,221
    )
    
    
    16,311
    
    
    
    17,478(1,930
    )
    
    
    19,669
    
    
    
    18,027Deferred-United States
    
    
    62,079
    
    
    
    (17,563
    )
    
    
    (12,189
    )Foreign
    
    
    (13,629
    )
    
    
    (1,683
    )
    
    
    (4,474
    )48,450
    
    
    
    (19,246
    )
    
    
    (16,663
    )$
    46,520
    
    
    $
    423
    
    
    $
    1,364
 87




---



##### Table of Contents



Years Ended December 31,2006
    
    
    2005
    
    
    2004Federal provision at statutory rates
    
    $
    (306,034
    )
    
    $
    (410
    )
    
    $
    3,533Valuation allowance
    
    
    193,975
    
    
    
    650
    
    
    
    3,327Goodwill impairment
    
    
    146,281
    
    
    
    
    
    
    
    Capital losses not benefited/(utilized)
    
    
    (148
    )
    
    
    (816
    )
    
    
    1,055State taxes, net of federal income tax benefit
    
    
    960
    
    
    
    (296
    )
    
    
    (198
    )Extraterritorial income exclusion benefit
    
    
    72
    
    
    
    (890
    )
    
    
    (1,199
    )Foreign provision more than U.S. tax rate
    
    
    11,254
    
    
    
    6,168
    
    
    
    (5,065
    )Research and development credits
    
    
    745
    
    
    
    (1,264
    )
    
    
    (1,710
    )Foreign tax holidays
    
    
    (22
    )
    
    
    335
    
    
    
    (2,661
    )Change in tax contingency reserve
    
    
    (1,320
    )
    
    
    (4,324
    )
    
    
    3,609Other
    
    
    757
    
    
    
    1,270
    
    
    
    673$
    46,520
    
    
    $
    423
    
    
    $
    1,364
  December 31,2006
    
    
    2005Depreciation and property basis differences
    
    $
    15,023
    
    
    $
    (62,404
    )Net operating loss carryforwards
    
    
    175,047
    
    
    
    125,136Postretirement benefit obligations
    
    
    23,945
    
    
    
    20,622Accrued interest
    
    
    17,660
    
    
    
    18,280Accrued compensation costs
    
    
    14,702
    
    
    
    12,220Research and development and other credit carryforwards
    
    
    9,689
    
    
    
    10,990Facility closure and consolidation costs
    
    
    3,432
    
    
    
    1,476Inventory valuation adjustments
    
    
    7,830
    
    
    
    6,472Warranty and environmental costs
    
    
    4,447
    
    
    
    6,179Capital loss carryforward
    
    
    4,241
    
    
    
    4,135Loss contracts
    
    
    1,148
    
    
    
    846Bad debt allowance
    
    
    1,835
    
    
    
    958Other
    
    
    14,246
    
    
    
    (2,575
    )Valuation allowance
    
    
    (275,466
    )
    
    
    (68,831
    )$
    17,779
    
    
    $
    73,504
   88




---



##### Table of Contents



U.S.
    
    
    Foreign
    
    
    Valuation
    
    
    Net2007-2009
    
    $
    
    
    
    $
    5.5
    
    
    $
    
    
    
    $
    5.52010-2014
    
    
    
    
    
    
    25.2
    
    
    
    (2.0
    )
    
    
    23.22015-2019
    
    
    10.4
    
    
    
    28.5
    
    
    
    (34.7
    )
    
    
    4.22020
    
    
    9.0
    
    
    
    2.0
    
    
    
    (11.0
    )
    
    
    2021
    
    
    7.0
    
    
    
    
    
    
    
    (7.0
    )
    
    
    2023
    
    
    41.1
    
    
    
    
    
    
    
    (41.1
    )
    
    
    2024
    
    
    25.6
    
    
    
    
    
    
    
    (25.6
    )
    
    
    2025
    
    
    46.5
    
    
    
    
    
    
    
    (46.5
    )
    
    
    2026
    
    
    147.8
    
    
    
    
    
    
    
    (147.8
    )
    
    
    No expiration
    
    
    
    
    
    
    161.3
    
    
    
    (131.6
    )
    
    
    29.7$
    287.4
    
    
    $
    222.5
    
    
    $
    (447.3
    )
    
    $
    62.6
   89




---



##### Table of Contents



Years
    
    Amount2015-2019
    
    $
    1.02020-2024
    
    
    8.1$
    9.1
   Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No. 109
 9.
    
    Segment Reporting:
  
    
    Automotive Segment  Designs and manufactures driver control systems, seating control
systems, glass systems, engineered assemblies, structural door modules and exterior trim
systems for the global automotive industry. Automotive segment includes the Control
Systems, the Body & Glass and the Other Operating Companies Divisions reporting units.
During December 2006, the Control Systems, Body & Glass, and Other Operating Companies
Divisions were combined under one chief operating officer.
    
    Atwood Mobile Products Segment  Designs and manufactures appliances, hardware and
engineered assemblies for the RVSV industry. In May 2007, we announced that we are
exploring strategic alternatives and sales for our Atwood Mobile Products segment. Any
final sales agreement requires Bankruptcy Court approval. In July 2007, DURA Automotive
Systems, Inc.
 90




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##### Table of Contents



entered into an asset purchase agreement with Atwood Acquisition Co., LLC for the sale of
DURAs Atwood Mobile Products division. The agreement provides for the acquisition of Atwood
Mobile Products for an aggregate potential cash consideration of $160.2 million. Closing of
the transaction is subject to the approval of the United States Bankruptcy Court for the
District of Delaware, which has jurisdiction over DURAs Chapter 11 reorganization
proceedings; government regulatory approvals; and customary closing conditions.
    91




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##### Table of Contents



AtwoodMobileAutomotive
    
    products
    
    Other *
    
    Total2006Net sales
    
    $
    1,735,872
    
    
    $
    364,312
    
    
    $
    (9,418
    )
    
    $
    2,090,766Segment operating income (loss)**
    
    
    (9,310
    )
    
    
    18,622
    
    
    
    (61,498
    )
    
    
    (52,186
    )Depreciation and amortization
    
    
    64,789
    
    
    
    5,689
    
    
    
    8,347
    
    
    
    78,825Facility consolidation, asset impairment & other charges
    
    
    673,731
    
    
    
    4,163
    
    
    
    6,344
    
    
    
    684,238Goodwill
    
    
    186,997
    
    
    
    71,316
    
    
    
    
    
    
    
    258,313Segment assets
    
    
    1,710,231
    
    
    
    174,058
    
    
    
    (429,448
    )
    
    
    1,454,841Capital expenditures
    
    
    76,908
    
    
    
    1,150
    
    
    
    6,372
    
    
    
    84,4302005Net sales
    
    
    1,910,864
    
    
    
    386,667
    
    
    
    (6,091
    )
    
    
    2,291,440Segment operating income (loss)**
    
    
    99,571
    
    
    
    27,461
    
    
    
    (31,355
    )
    
    
    95,677Depreciation and amortization
    
    
    64,704
    
    
    
    6,065
    
    
    
    7,494
    
    
    
    78,263Facility consolidation, asset impairment & other charges
    
    
    10,798
    
    
    
    520
    
    
    
    79
    
    
    
    11,397Goodwill
    
    
    778,836
    
    
    
    71,316
    
    
    
    
    
    
    
    850,152Segment assets
    
    
    2,131,374
    
    
    
    191,620
    
    
    
    (247,785
    )
    
    
    2,075,209Capital expenditures
    
    
    55,715
    
    
    
    2,982
    
    
    
    5,171
    
    
    
    63,8682004Net sales
    
    
    2,067,230
    
    
    
    381,791
    
    
    
    (5,575
    )
    
    
    2,443,446Segment operating income (loss)**
    
    
    123,926
    
    
    
    33,129
    
    
    
    (35,347
    )
    
    
    121,708Depreciation and amortization
    
    
    68,099
    
    
    
    7,207
    
    
    
    6,763
    
    
    
    82,069Facility consolidation, asset impairment & other charges
    
    
    12,281
    
    
    
    9,536
    
    
    
    
    
    
    
    21,817Goodwill
    
    
    827,520
    
    
    
    71,316
    
    
    
    
    
    
    
    898,836Segment assets
    
    
    2,067,763
    
    
    
    194,256
    
    
    
    (38,098
    )
    
    
    2,223,921Capital expenditures
    
    
    53,372
    
    
    
    7,532
    
    
    
    4,168
    
    
    
    65,072
 
 *
    
    Other includes all cash and cash equivalents, unallocated corporate expenses, and
discontinued operations.**
    
    Excludes plant consolidation charges, amortization and prepetition professional fees  Years Ended December 31,2006
    
    
    2005
    
    
    2004Long-Lived
    
    
    
    
    
    
    Long-Lived
    
    
    
    
    
    
    Long-LivedRevenues
    
    
    Assets
    
    
    Revenues
    
    
    Assets
    
    
    Revenues
    
    
    AssetsNorth America
    
    $
    1,098,913
    
    
    $
    181,991
    
    
    $
    1,333,863
    
    
    $
    195,511
    
    
    $
    1,477,678
    
    
    $
    205,964Europe
    
    
    903,553
    
    
    
    260,344
    
    
    
    885,823
    
    
    
    234,471
    
    
    
    918,503
    
    
    
    259,056Other foreign countries
    
    
    88,300
    
    
    
    23,140
    
    
    
    71,754
    
    
    
    20,397
    
    
    
    47,265
    
    
    
    14,439$
    2,090,766
    
    
    $
    465,475
    
    
    $
    2,291,440
    
    
    $
    450,379
    
    
    $
    2,443,446
    
    
    $
    479,459
   92




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##### Table of Contents



Years Ended December 31,Product Category
    
    2006
    
    
    2005
    
    
    2004Driver control systems
    
    $
    781,386
    
    
    $
    786,623
    
    
    $
    846,295Glass systems
    
    
    340,415
    
    
    
    350,675
    
    
    
    402,339Seating control systems
    
    
    178,432
    
    
    
    302,849
    
    
    
    344,032Structural door modules
    
    
    232,065
    
    
    
    234,655
    
    
    
    231,646Exterior trim systems
    
    
    148,418
    
    
    
    148,517
    
    
    
    173,212Engineered assemblies
    
    
    104,408
    
    
    
    137,168
    
    
    
    151,631RVSV appliances
    
    
    115,301
    
    
    
    124,211
    
    
    
    110,290Other
    
    
    190,341
    
    
    
    206,742
    
    
    
    184,001$
    2,090,766
    
    
    $
    2,291,440
    
    
    $
    2,443,446
  Years Ended December 31,2006
    
    2005
    
    2004Ford
    
    
    22
    %
    
    
    20
    %
    
    
    19
    %Volkswagen
    
    
    10
    %
    
    
    9
    %
    
    
    8
    %GM
    
    
    9
    %
    
    
    11
    %
    
    
    12
    %DCX
    
    
    8
    %
    
    
    8
    %
    
    
    9
    %Lear
    
    
    6
    %
    
    
    10
    %
    
    
    11
    %
  10.
    
    Employee Benefit Plans:
 Defined Benefit Plans and Postretirement Benefits:
 Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans,
  93




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##### Table of Contents



Employers Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits
  December 31, 2006
    
    Effect of
    
    December 31, 2006Prior to SFAS No. 158
    
    SFAS No. 158
    
    After SFAS No. 158adjustment
    
    Adjustment
    
    adjustmentIntangible asset
    
    $
    2,877
    
    
    $
    (2,877
    )
    
    $
    Accrued pension liability
    
    
    (88,724
    )
    
    
    (627
    )
    
    
    (89,351
    )Total liabilities
    
    
    (1,952,082
    )
    
    
    (627
    )
    
    
    (1,952,709
    )Accumulated other comprehensive income
    
    
    (143,634
    )
    
    
    (4,900
    )
    
    
    (148,534
    )Total shareholders equity
    
    
    508,227
    
    
    
    (4,900
    )
    
    
    503,327Total liabilities and shareholders equity,
excluding minority interest
    
    $
    (1,443,855
    )
    
    $
    (5,527
    )
    
    $
    (1,449,382
    )
  94




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##### Table of Contents



Pension Plans in WhichAccumulated Benefits
    
    
    Postretirement BenefitsExceed Assets
    
    
    Other than Pensions2006
    
    
    2005
    
    
    2006
    
    
    2005Change in Benefit Obligation:Benefit obligation at beginning of year
    
    $
    160,578
    
    
    $
    150,216
    
    
    $
    20,258
    
    
    $
    30,727Service cost
    
    
    2,268
    
    
    
    2,192
    
    
    
    669
    
    
    
    650Interest cost
    
    
    8,223
    
    
    
    8,288
    
    
    
    1,072
    
    
    
    1,341Plan participants contributions
    
    
    (873
    )
    
    
    
    
    
    
    494
    
    
    
    542Amendments
    
    
    
    
    
    
    (315
    )
    
    
    
    
    
    
    (8,416
    )Curtailments
    
    
    130
    
    
    
    
    
    
    
    (2,615
    )
    
    
    Actuarial (gain)/loss
    
    
    1,670
    
    
    
    12,217
    
    
    
    3,757
    
    
    
    (1,479
    )Benefits paid
    
    
    (9,531
    )
    
    
    (9,790
    )
    
    
    (2,097
    )
    
    
    (3,336
    )Exchange rate changes
    
    
    2,311
    
    
    
    (2,230
    )
    
    
    16
    
    
    
    229Benefit obligation at end of year
    
    $
    164,776
    
    
    $
    160,578
    
    
    $
    21,554
    
    
    $
    20,258Change in Plan Assets:Fair value of plan assets at beginning of year
    
    $
    91,138
    
    
    $
    85,568
    
    
    $
    
    
    
    $
    Actual return on plan assets
    
    
    6,931
    
    
    
    6,058
    
    
    
    
    
    
    
    Employer contributions
    
    
    8,120
    
    
    
    8,177
    
    
    
    2,097
    
    
    
    3,336Benefits paid
    
    
    (9,527
    )
    
    
    (9,056
    )
    
    
    (2,097
    )
    
    
    (3,336
    )Exchange rate changes
    
    
    317
    
    
    
    391
    
    
    
    
    
    
    
    Fair value of plan assets at end of year
    
    $
    96,979
    
    
    $
    91,138
    
    
    $
    
    
    
    $
    Change in Funded Status:Funded status
    
    $
    (67,797
    )
    
    $
    (69,263
    )
    
    $
    (21,554
    )
    
    $
    (20,258
    )Unrecognized actuarial loss
    
    
    *
    
    
    
    44,719
    
    
    
    *
    
    
    
    3,063Unrecognized prior service cost (benefit)
    
    
    *
    
    
    
    7,770
    
    
    
    *
    
    
    
    (1,534
    )Net amount recognized
    
    $
    (67,797
    )
    
    $
    (16,774
    )
    
    $
    (21,554
    )
    
    $
    (18,729
    )
 
 *
    
    Not applicable due to adoption of SFAS No. 158.  Postretirement BenefitsPension Benefits
    
    
    Other than PensionsYears Ended December 31,
    
    
    Years Ended December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Intangible assets
    
    
    *
    
    
    $
    7,770
    
    
    
    *
    
    
    $
    (1,534
    )Accrued benefit liability
    
    
    *
    
    
    $
    (69,263
    )
    
    
    *
    
    
    $
    (17,195
    )Current liabilities
    
    
    (130
    )
    
    
    *
    
    
    
    (1,307
    )
    
    
    *Noncurrent liabilities
    
    
    (47,797
    )
    
    
    *
    
    
    
    (20,247
    )
    
    
    *Liabilities subject to compromise
    
    
    (19,870
    )
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income
    
    
    *
    
    
    
    44,719
    
    
    
    *
    
    
    
    Net amount recognized
    
    $
    (67,797
    )
    
    $
    (16,774
    )
    
    $
    (21,554
    )
    
    $
    (18,729
    )
 
 *
    
    Not applicable due to adoption of SFAS No. 158.  95




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##### Table of Contents



Postretirement BenefitsPension Benefits
    
    
    Other than PensionsYears Ended December 31,
    
    
    Years Ended December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Prior service cost (benefit)
    
    $
    4,309
    
    
    
    *
    
    
    $
    (1,433
    )
    
    
    *Net actuarial loss
    
    
    43,759
    
    
    
    *
    
    
    
    4,348
    
    
    
    *Accumulated other comrehensive loss
    
    $
    48,068
    
    
    
    *
    
    
    $
    2,915
    
    
    
    *
 
 *
    
    Not applicable due to adoption of SFAS No. 158.  Pension
    
    
    PostretirementBenefits
    
    
    BenefitsPrior service cost (benefit)
    
    $
    1,259
    
    
    $
    (209
    )Net actuarial loss
    
    
    3,403
    
    
    
    427Total estimated 2007 amortization
    
    $
    4,662
    
    
    $
    218
   Postretirement BenefitsPension Benefits
    
    
    Other than PensionsYears Ended December 31,
    
    
    Years Ended December 31,2006
    
    
    2005
    
    
    2004
    
    
    2006
    
    
    2005
    
    
    2004Service cost
    
    $
    2,268
    
    
    $
    2,197
    
    
    $
    2,344
    
    
    $
    669
    
    
    $
    650
    
    
    $
    643Interest cost
    
    
    8,223
    
    
    
    8,300
    
    
    
    8,525
    
    
    
    1,072
    
    
    
    1,341
    
    
    
    1,795Expected return on plan assets
    
    
    (6,716
    )
    
    
    (6,677
    )
    
    
    (6,355
    )
    
    
    
    
    
    
    
    
    
    
    Amendments
    
    
    
    
    
    
    
    
    
    
    1,357
    
    
    
    
    
    
    
    (3,563
    )
    
    
    (437
    )Curtailment expense
    
    
    2,517
    
    
    
    
    
    
    
    
    
    
    
    (358
    )
    
    
    
    
    
    
    Amortization of prior service
benefit
    
    
    1,087
    
    
    
    1,366
    
    
    
    2,076
    
    
    
    (109
    )
    
    
    (7
    )
    
    
    (9
    )Recognized actuarial loss
    
    
    2,943
    
    
    
    1,286
    
    
    
    172
    
    
    
    229
    
    
    
    154
    
    
    
    239Net periodic benefit cost
    
    $
    10,322
    
    
    $
    6,472
    
    
    $
    8,119
    
    
    $
    1,503
    
    
    $
    (1,425
    )
    
    $
    2,231Continuing operations
    
    $
    10,322
    
    
    $
    6,452
    
    
    $
    7,815
    
    
    $
    1,503
    
    
    $
    (1,425
    )
    
    $
    2,231Discontinued operations
    
    
    
    
    
    
    20
    
    
    
    304
    
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    10,322
    
    
    $
    6,472
    
    
    $
    8,119
    
    
    $
    1,503
    
    
    $
    (1,425
    )
    
    $
    2,231
  Post-retirement BenefitsPension Benefits
    
    Other than Pensions2006
    
    2005
    
    2006
    
    2005Discount rate
    
    
    5.40
    %
    
    
    5.28
    %
    
    
    5.32
    %
    
    
    5.00
    %Rate of compensation increase
    
    
    2.01
    %
    
    
    1.65
    %
    
    
    N/A
    
    
    
    N/A
 96




---



##### Table of Contents



2006
    
    2005Health care cost trend rate assumed for next year
    
    
    9.0012.00
    %
    
    
    9.0013.00
    %Rate to which the cost trend rate is assumed to
decline (the ultimate trend rate)
    
    
    5.006.00
    %
    
    
    5.006.00
    %Year that the rate reaches the ultimate trend rate
    
    
    20102013
    
    
    
    20102013
  Post-retirement BenefitsPension Benefits
    
    Other than Pensions2006
    
    2005
    
    2006
    
    2005Discount rate
    
    
    5.25
    %
    
    
    5.51
    %
    
    
    5.32
    %
    
    
    5.00
    %Expected return on plan assets
    
    
    7.38
    %
    
    
    7.40
    %
    
    
    N/A
    
    
    
    N/ARate of compensation increase
    
    
    2.01
    %
    
    
    1.65
    %
    
    
    N/A
    
    
    
    N/A
  One Percentage-Point
    
    One Percentage-PointIncrease
    
    DecreaseEffect on total of service and interest cost components
    
    $
    287
    
    
    $
    (240
    )Effect on the post-retirement benefit obligation
    
    
    3,067
    
    
    
    (2,383
    )
  Pension Benefits2006
    
    
    2005Equity securities
    
    
    62
    %
    
    
    63
    %Debt securities
    
    
    37
    %
    
    
    37
    %Other
    
    
    1
    %
    
    
    Total
    
    
    100
    %
    
    
    100
    %
  97




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##### Table of Contents



Pension Benefits2006
    
    
    2005Equity securities
    
    
    64
    %
    
    
    60
    %Debt securities
    
    
    32
    %
    
    
    34
    %Other
    
    
    4
    %
    
    
    6
    %Total
    
    
    100
    %
    
    
    100
    %
     Year
    
    Pension
    
    Post-Retirement2007
    
    $
    8,568
    
    
    $
    1,3072008
    
    
    8,755
    
    
    
    1,3232009 (*)
    
    
    32,931
    
    
    
    1,3402010
    
    
    8,493
    
    
    
    1,3222011
    
    
    8,541
    
    
    
    1,346Thereafter
    
    
    46,829
    
    
    
    7,176
 
 (*)
    
    Due to the planned closure of certain Canadian facilities, we are estimating a $25.2
million payment in 2009 for annuities regarding our Canadian Pension Plans. This $25.2 million
is included in the $32.9 million amount in the above table. Retirement Savings Plans:
  98




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##### Table of Contents



11. Commitments and Contingencies:
 Leases:
  Year
    
    Amount2007
    
    $
    17,9692008
    
    
    14,1782009
    
    
    12,4612010
    
    
    11,2622011
    
    
    9,857Thereafter
    
    
    30,724
  Litigation:
  12. Related Party Transactions:
   99




---



##### Table of Contents



.
   13. Consolidating Guarantor and Non-Guarantor Financial Information:
   100




---



##### Table of Contents



101




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##### Table of Contents



Dura Automotive Systems, Inc.
Consolidating Balance Sheets as of December 31, 2006
(DEBTOR-IN-POSSESSION)
 Dura
    
    
    
    
    
    
    Non-Operating
    
    
    Guarantor
    
    
    GuarantorCorp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)AssetsCurrent assets:Cash and cash equivalents
    
    $
    12,415
    
    
    $
    21
    
    
    $
    78,010
    
    
    $
    
    
    
    $
    90,446Accounts receivable, net of allowances
    
    
    34,267
    
    
    
    99,222
    
    
    
    178,492
    
    
    
    
    
    
    
    311,981Inventories
    
    
    11,875
    
    
    
    60,794
    
    
    
    76,698
    
    
    
    
    
    
    
    149,367Other current assets
    
    
    36,726
    
    
    
    9,102
    
    
    
    84,426
    
    
    
    
    
    
    
    130,254Due from affiliates
    
    
    217,479
    
    
    
    30,191
    
    
    
    30,816
    
    
    
    (278,486
    )
    
    
    Total current assets
    
    
    312,762
    
    
    
    199,330
    
    
    
    448,442
    
    
    
    (278,486
    )
    
    
    682,048Property, plant and equipment, net
    
    
    54,796
    
    
    
    105,061
    
    
    
    305,618
    
    
    
    
    
    
    
    465,475Investment in subsidiaries
    
    
    336,378
    
    
    
    28,844
    
    
    
    160,907
    
    
    
    (526,129
    )
    
    
    Notes receivable from affiliates
    
    
    501,161
    
    
    
    400,953
    
    
    
    38,539
    
    
    
    (940,653
    )
    
    
    Goodwill
    
    
    228,000
    
    
    
    21,927
    
    
    
    8,386
    
    
    
    
    
    
    
    258,313Other assets, net of accumulated
amortization
    
    
    13,292
    
    
    
    12,355
    
    
    
    23,358
    
    
    
    
    
    
    
    49,005$
    1,446,389
    
    
    $
    768,470
    
    
    $
    985,250
    
    
    $
    (1,745,268
    )
    
    $
    1,454,841Liabilities and Stockholders Investment (Deficit)Current liabilities:Debtors-in-possession financing
    
    $
    165,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    165,000Current maturities of long-term debt
    
    
    2,266
    
    
    
    
    
    
    
    2,413
    
    
    
    
    
    
    
    4,679Accounts payable
    
    
    23,706
    
    
    
    9,103
    
    
    
    132,022
    
    
    
    
    
    
    
    164,831Accrued liabilities
    
    
    48,002
    
    
    
    15,826
    
    
    
    101,001
    
    
    
    
    
    
    
    164,829Due to affiliates
    
    
    58,171
    
    
    
    178,251
    
    
    
    42,064
    
    
    
    (278,486
    )
    
    
    Total current liabilities
    
    
    297,145
    
    
    
    203,180
    
    
    
    277,500
    
    
    
    (278,486
    )
    
    
    499,339Long-term debt, net of current
maturities
    
    
    
    
    
    
    
    
    
    
    2,596
    
    
    
    
    
    
    
    2,596Other noncurrent liabilities
    
    
    49,652
    
    
    
    510
    
    
    
    65,529
    
    
    
    
    
    
    
    115,691Minority interest
    
    
    
    
    
    
    
    
    
    
    5,459
    
    
    
    
    
    
    
    5,459Notes payable to affiliates
    
    
    414,492
    
    
    
    282,668
    
    
    
    243,493
    
    
    
    (940,653
    )
    
    
    Total long-term liabilities
    
    
    464,144
    
    
    
    283,178
    
    
    
    317,077
    
    
    
    (940,653
    )
    
    
    123,746Liabilities subject to compromise
    
    
    1,335,083
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,335,083Stockholders investment (deficit), net
    
    
    (649,983
    )
    
    
    282,112
    
    
    
    390,673
    
    
    
    (526,129
    )
    
    
    (503,327
    )$
    1,446,389
    
    
    $
    768,470
    
    
    $
    985,250
    
    
    $
    (1,745,268
    )
    
    $
    1,454,841
 102




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##### Table of Contents



Dura Automotive Systems, Inc.
Consolidating Statements of Operations for the Year Ended December 31, 2006
(DEBTOR-IN-POSSESSION)
 Dura
    
    
    
    
    
    
    Non-Operating
    
    
    Guarantor
    
    
    GuarantorCorp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)Revenues
    
    $
    235,911
    
    
    $
    698,793
    
    
    $
    1,169,456
    
    
    $
    (13,394
    )
    
    $
    2,090,766Cost of sales
    
    
    259,064
    
    
    
    665,043
    
    
    
    1,090,300
    
    
    
    (13,394
    )
    
    
    2,001,013Gross profit (loss)
    
    
    (23,153
    )
    
    
    33,750
    
    
    
    79,156
    
    
    
    
    
    
    
    89,753Selling, general and administrative
expenses
    
    
    50,425
    
    
    
    27,025
    
    
    
    64,489
    
    
    
    
    
    
    
    141,939Prepetition professional fees
    
    
    10,455
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,455Facility consolidation, asset impairment
and other charges
    
    
    159,203
    
    
    
    120,091
    
    
    
    404,944
    
    
    
    
    
    
    
    684,238Amortization expense
    
    
    223
    
    
    
    183
    
    
    
    (1
    )
    
    
    
    
    
    
    405Operating income (loss)
    
    
    (243,459
    )
    
    
    (113,549
    )
    
    
    (390,276
    )
    
    
    
    
    
    
    (747,284
    )Interest expense, net of interest income
    
    
    89,904
    
    
    
    1,415
    
    
    
    10,465
    
    
    
    
    
    
    
    101,784Reorganization Items
    
    
    (21,927
    )
    
    
    
    
    
    
    (3,388
    )
    
    
    
    
    
    
    (25,315
    )Income (loss) from continuing operations
before provision for income taxes and
minority interest
    
    
    (355,290
    )
    
    
    (114,964
    )
    
    
    (404,129
    )
    
    
    
    
    
    
    (874,383
    )Provision for income taxes
    
    
    71,444
    
    
    
    (7,074
    )
    
    
    (17,850
    )
    
    
    
    
    
    
    46,520Minority interest in non wholly owned
subsidiaries / Equity in
(earnings) losses of affiliates
    
    
    490,033
    
    
    
    
    
    
    
    30,302
    
    
    
    (519,903
    )
    
    
    432Dividends from affiliates
    
    
    (4,614
    )
    
    
    
    
    
    
    
    
    
    
    4,614
    
    
    
    Income (loss) from continuing operations
    
    
    (912,153
    )
    
    
    (107,890
    )
    
    
    (416,581
    )
    
    
    515,289
    
    
    
    (921,335
    )Cumulative effect of change in accounting
principle, net
    
    
    
    
    
    
    
    
    
    
    1,020
    
    
    
    
    
    
    
    1,020Income (loss) from discontinued operations,
including loss on disposal
    
    
    1,496
    
    
    
    
    
    
    
    8,162
    
    
    
    
    
    
    
    9,658Net income (loss)
    
    $
    (910,657
    )
    
    $
    (107,890
    )
    
    $
    (407,399
    )
    
    $
    515,289
    
    
    $
    (910,657
    )
 103




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##### Table of Contents



Dura Automotive Systems, Inc.
Consolidating Statements of Cash Flows for the Year Ended December 31, 2006
(DEBTOR-IN-POSSESSION)
 Dura
    
    
    
    
    
    
    Non-Operating
    
    
    Guarantor
    
    
    GuarantorCorp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)OPERATING ACTIVITIES:Income (loss) from continuing operations
    
    $
    (912,153
    )
    
    $
    (107,890
    )
    
    $
    (416,581
    )
    
    $
    515,289
    
    
    $
    (921,335
    )Adjustments to reconcile income (loss)
from continuing operations to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    10,695
    
    
    
    18,241
    
    
    
    49,889
    
    
    
    
    
    
    
    78,825Asset impairments
    
    
    254
    
    
    
    5,013
    
    
    
    5,571
    
    
    
    
    
    
    
    10,838Goodwill impairment
    
    
    152,527
    
    
    
    106,846
    
    
    
    377,554
    
    
    
    
    
    
    
    636,927Facility consolidation and other
    
    
    6,422
    
    
    
    8,232
    
    
    
    21,819
    
    
    
    
    
    
    
    36,473Amortization of debt issue costs
    
    
    4,122
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,122(Gain) loss on sale of PP&E
    
    
    20
    
    
    
    (133
    )
    
    
    (2,285
    )
    
    
    
    
    
    
    (2,398
    )Bad debt expense
    
    
    322
    
    
    
    155
    
    
    
    (435
    )
    
    
    
    
    
    
    42Reorganization items
    
    
    21,927
    
    
    
    
    
    
    
    3,388
    
    
    
    
    
    
    
    25,315Deferred income tax provision (benefit)
    
    
    59,340
    
    
    
    
    
    
    
    (12,953
    )
    
    
    
    
    
    
    46,387Other non-cash
    
    
    (815
    )
    
    
    3
    
    
    
    (443
    )
    
    
    
    
    
    
    (1,255
    )Equity in losses (earnings) of affiliates and
minority interest
    
    
    490,033
    
    
    
    
    
    
    
    29,870
    
    
    
    (519,903
    )
    
    
    Changes in other operating items
    
    
    57,382
    
    
    
    (81,041
    )
    
    
    (72,209
    )
    
    
    
    
    
    
    (95,868
    )Net cash provided by (used in)
operating activities
    
    
    (109,924
    )
    
    
    (50,574
    )
    
    
    (16,815
    )
    
    
    (4,614
    )
    
    
    (181,927
    )INVESTING ACTIVITIES:Capital expenditures, net
    
    
    (12,280
    )
    
    
    (24,484
    )
    
    
    (47,666
    )
    
    
    
    
    
    
    (84,430
    )Proceeds from sale of PP&E
    
    
    403
    
    
    
    852
    
    
    
    5,115
    
    
    
    
    
    
    
    6,370Net cash used in
investing activities
    
    
    (11,877
    )
    
    
    (23,632
    )
    
    
    (42,551
    )
    
    
    
    
    
    
    (78,060
    )FINANCING ACTIVITIES:DIP borrowings
    
    
    165,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    165,000Net borrowings under prepetition debt
    
    
    69,763
    
    
    
    
    
    
    
    (902
    )
    
    
    
    
    
    
    68,861Payment on termination of interest rate swap
    
    
    (12,185
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,185
    )Proceeds from equity securities, net
    
    
    257
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    257Debt issue costs
    
    
    (10,522
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,522
    )Debt financing (to) from affiliates
    
    
    (83,504
    )
    
    
    78,881
    
    
    
    4,623
    
    
    
    
    
    
    
    Other, net
    
    
    
    
    
    
    (4,614
    )
    
    
    (98
    )
    
    
    4,614
    
    
    
    (98
    )Net cash provided by (used in)
financing activities
    
    
    128,809
    
    
    
    74,267
    
    
    
    3,623
    
    
    
    4,614
    
    
    
    211,313EFFECT OF EXCHANGE RATES ON CASH
AND CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    16,331
    
    
    
    
    
    
    
    16,331NET CHANGE IN CASH AND CASH
EQUIVALENTS FROM CONTINUING OPERATIONS
    
    
    7,008
    
    
    
    61
    
    
    
    (39,412
    )
    
    
    
    
    
    
    (32,343
    )NET CASH FLOW FROM DISCONTINUED
OPERATIONSOperating activities
    
    
    1,496
    
    
    
    
    
    
    
    1,817
    
    
    
    
    
    
    
    3,313Investing activities
    
    
    
    
    
    
    
    
    
    
    17,587
    
    
    
    
    
    
    
    17,587NET CHANGE IN CASH FLOWS FROM
DISCONTINUED OPERATIONS
    
    
    1,496
    
    
    
    
    
    
    
    19,404
    
    
    
    
    
    
    
    20,900CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    3,911
    
    
    
    (40
    )
    
    
    98,018
    
    
    
    
    
    
    
    101,889End of period
    
    $
    12,415
    
    
    $
    21
    
    
    $
    78,010
    
    
    $
    
    
    
    $
    90,446
 104




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##### Table of Contents



Dura Automotive Systems, Inc.
 Consolidating Balance Sheets as of December 31, 2005
(DEBTOR-IN-POSSESSION)
 Dura
    
    
    
    
    
    
    Non-Operating
    
    
    Guarantor
    
    
    GuarantorCorp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)AssetsCurrent assets:Cash and cash equivalents
    
    $
    3,911
    
    
    $
    (40
    )
    
    $
    98,018
    
    
    $
    
    
    
    $
    101,889Accounts receivable, net of allowances
    
    
    39,630
    
    
    
    88,508
    
    
    
    157,891
    
    
    
    
    
    
    
    286,029Inventories
    
    
    10,018
    
    
    
    55,142
    
    
    
    63,521
    
    
    
    
    
    
    
    128,681Other current assets
    
    
    30,247
    
    
    
    9,635
    
    
    
    65,350
    
    
    
    
    
    
    
    105,232Due from affiliates
    
    
    180,078
    
    
    
    23,841
    
    
    
    7,481
    
    
    
    (211,400
    )
    
    
    Current assets of discontinued operations
    
    
    
    
    
    
    
    
    
    
    10,975
    
    
    
    
    
    
    
    10,975Total current assets
    
    
    263,884
    
    
    
    177,086
    
    
    
    403,236
    
    
    
    (211,400
    )
    
    
    632,806Property, plant and equipment, net
    
    
    54,280
    
    
    
    108,126
    
    
    
    287,973
    
    
    
    
    
    
    
    450,379Investment in subsidiaries
    
    
    772,942
    
    
    
    28,799
    
    
    
    190,777
    
    
    
    (992,518
    )
    
    
    Notes receivable from affiliates
    
    
    423,553
    
    
    
    358,908
    
    
    
    37,724
    
    
    
    (820,185
    )
    
    
    Goodwill
    
    
    380,906
    
    
    
    128,773
    
    
    
    340,473
    
    
    
    
    
    
    
    850,152Other assets, net of accumulated amortization
    
    
    97,613
    
    
    
    12,300
    
    
    
    19,909
    
    
    
    
    
    
    
    129,822Noncurrent assets of discontinued operations
    
    
    
    
    
    
    
    
    
    
    12,050
    
    
    
    
    
    
    
    12,050$
    1,993,178
    
    
    $
    813,992
    
    
    $
    1,292,142
    
    
    $
    (2,024,103
    )
    
    $
    2,075,209Liabilities and Stockholders InvestmentCurrent liabilities:Accounts payable
    
    $
    40,516
    
    
    $
    73,044
    
    
    $
    147,698
    
    
    $
    
    
    
    $
    261,258Accrued liabilities
    
    
    70,481
    
    
    
    12,138
    
    
    
    95,534
    
    
    
    
    
    
    
    178,153Current maturities of long-term debt
    
    
    2,189
    
    
    
    
    
    
    
    1,284
    
    
    
    
    
    
    
    3,473Due to affiliates
    
    
    26,951
    
    
    
    179,300
    
    
    
    5,149
    
    
    
    (211,400
    )
    
    
    Current liabilities of discontinued operations
    
    
    
    
    
    
    
    
    
    
    6,771
    
    
    
    
    
    
    
    6,771Total current liabilities
    
    
    140,137
    
    
    
    264,482
    
    
    
    256,436
    
    
    
    (211,400
    )
    
    
    449,655Long-term debt, net of current
maturities
    
    
    1,135,875
    
    
    
    
    
    
    
    4,077
    
    
    
    
    
    
    
    1,139,952Other noncurrent liabilities
    
    
    83,114
    
    
    
    672
    
    
    
    57,027
    
    
    
    
    
    
    
    140,813Minority interest
    
    
    
    
    
    
    
    
    
    
    4,864
    
    
    
    
    
    
    
    4,864Notes payable to affiliates
    
    
    371,632
    
    
    
    160,065
    
    
    
    288,488
    
    
    
    (820,185
    )
    
    
    Noncurrent liabilities of discontinued operations
    
    
    
    
    
    
    
    
    
    
    218
    
    
    
    
    
    
    
    218Total liabilities
    
    
    1,730,758
    
    
    
    425,219
    
    
    
    611,110
    
    
    
    (1,031,585
    )
    
    
    1,735,502Stockholders investment, net
    
    
    262,420
    
    
    
    388,773
    
    
    
    681,032
    
    
    
    (992,518
    )
    
    
    339,707$
    1,993,178
    
    
    $
    813,992
    
    
    $
    1,292,142
    
    
    $
    (2,024,103
    )
    
    $
    2,075,209
 105




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##### Table of Contents



Dura Automotive Systems, Inc.
 Consolidating Statements of Operations for the Year Ended December 31, 2005
(DEBTOR-IN-POSSESSION)
 Dura
    
    
    
    
    
    
    Non-Operating
    
    
    Guarantor
    
    
    GuarantorCorp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)Revenues
    
    $
    282,854
    
    
    $
    852,290
    
    
    $
    1,183,911
    
    
    $
    (27,615
    )
    
    $
    2,291,440Cost of sales
    
    
    256,043
    
    
    
    735,321
    
    
    
    1,076,894
    
    
    
    (27,615
    )
    
    
    2,040,643Gross profit
    
    
    26,811
    
    
    
    116,969
    
    
    
    107,017
    
    
    
    
    
    
    
    250,797Selling, general and administrative expenses
    
    
    61,296
    
    
    
    30,989
    
    
    
    62,835
    
    
    
    
    
    
    
    155,120Facility consolidation, asset impairment and other charges
    
    
    1,113
    
    
    
    4,377
    
    
    
    5,907
    
    
    
    
    
    
    
    11,397Amortization expense
    
    
    222
    
    
    
    182
    
    
    
    30
    
    
    
    
    
    
    
    434Operating income (loss)
    
    
    (35,820
    )
    
    
    81,421
    
    
    
    38,245
    
    
    
    
    
    
    
    83,846Interest expense, net of interest income
    
    
    88,224
    
    
    
    2,330
    
    
    
    9,269
    
    
    
    
    
    
    
    99,823Gain on early extinguishment of debt
    
    
    14,805
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,805Income from continuing operations
before provision for income taxes and
minority interest
    
    
    (109,239
    )
    
    
    79,091
    
    
    
    28,976
    
    
    
    
    
    
    
    (1,172
    )Provision for income taxes
    
    
    (55,346
    )
    
    
    40,997
    
    
    
    14,772
    
    
    
    
    
    
    
    423Minority interest in non wholly owned subsidiaries /
Equity in (earnings) losses of affiliates
    
    
    (50,116
    )
    
    
    
    
    
    
    (7,553
    )
    
    
    57,846
    
    
    
    177Dividends from affiliates
    
    
    (5,591
    )
    
    
    
    
    
    
    
    
    
    
    5,591
    
    
    
    Income from continuing operations
    
    
    1,814
    
    
    
    38,094
    
    
    
    21,757
    
    
    
    (63,437
    )
    
    
    (1,772
    )Gain from discontinued operations
    
    
    
    
    
    
    
    
    
    
    3,586
    
    
    
    
    
    
    
    3,586Net income
    
    $
    1,814
    
    
    $
    38,094
    
    
    $
    25,343
    
    
    $
    (63,437
    )
    
    $
    1,814
 106




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##### Table of Contents



Dura Automotive Systems, Inc.
Consolidating Statements of Cash Flows for the Year Ended December 31, 2005
(DEBTOR-IN-POSSESSION)
 Dura
    
    
    
    
    
    
    Non-Operating
    
    
    Guarantor
    
    
    GuarantorCorp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)OPERATING ACTIVITIES:Income from continuing operations
    
    $
    1,814
    
    
    $
    38,094
    
    
    $
    21,757
    
    
    $
    (63,437
    )
    
    $
    (1,772
    )Adjustments to reconcile income (loss)
from continuing operations to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    9,321
    
    
    
    19,932
    
    
    
    49,010
    
    
    
    
    
    
    
    78,263Amortization of deferred financing fees
    
    
    3,889
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,889Facility consolidation and other
    
    
    
    
    
    
    3,926
    
    
    
    4,311
    
    
    
    
    
    
    
    8,237Deferred income tax provision (benefit)
    
    
    (45,694
    )
    
    
    19,775
    
    
    
    (1,237
    )
    
    
    
    
    
    
    (27,156
    )Asset impairments
    
    
    759
    
    
    
    2,401
    
    
    
    
    
    
    
    
    
    
    
    3,160Bad debt expense
    
    
    
    
    
    
    1,670
    
    
    
    186
    
    
    
    
    
    
    
    1,856Favorable settlement of environmental matters
    
    
    (1,200
    )
    
    
    (8,760
    )
    
    
    
    
    
    
    
    
    
    
    (9,960
    )Gain on early extinguishment of debt
    
    
    (14,805
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,805
    )Equity in losses (earnings) of affiliates and
minority interests
    
    
    (50,116
    )
    
    
    
    
    
    
    (7,730
    )
    
    
    57,846
    
    
    
    Changes in other operating items
    
    
    (8,092
    )
    
    
    (33,625
    )
    
    
    (20,644
    )
    
    
    
    
    
    
    (62,361
    )Net cash provided by (used in)
operating activities
    
    
    (104,124
    )
    
    
    43,413
    
    
    
    45,653
    
    
    
    (5,591
    )
    
    
    (20,649
    )INVESTING ACTIVITIES:Capital expenditures, net
    
    
    (10,803
    )
    
    
    (11,748
    )
    
    
    (41,317
    )
    
    
    
    
    
    
    (63,868
    )Other
    
    
    662
    
    
    
    2,661
    
    
    
    (833
    )
    
    
    
    
    
    
    2,490Net cash used in
investing activities
    
    
    (10,141
    )
    
    
    (9,087
    )
    
    
    (42,150
    )
    
    
    
    
    
    
    (61,378
    )FINANCING ACTIVITIES:Long-term borrowings
    
    
    153,285
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    153,285Repayments of long-term borrowings
    
    
    (178,129
    )
    
    
    (3
    )
    
    
    (1,327
    )
    
    
    
    
    
    
    (179,459
    )Deferred gain on termination of interest rate swap
    
    
    11,374
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,374Net borrowings under revolving credit facilities
    
    
    17,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,500Proceeds from exercise of stock options, net
    
    
    673
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    673Debt issue costs
    
    
    (7,613
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,613
    )Debt financing (to) from affiliates
    
    
    118,142
    
    
    
    (30,398
    )
    
    
    (87,744
    )
    
    
    
    
    
    
    Other, net
    
    
    
    
    
    
    
    
    
    
    (86
    )
    
    
    
    
    
    
    (86
    )Dividends paid
    
    
    
    
    
    
    (5,591
    )
    
    
    
    
    
    
    5,591
    
    
    
    Net cash provided by (used in)
financing activities
    
    
    115,232
    
    
    
    (35,992
    )
    
    
    (89,157
    )
    
    
    5,591
    
    
    
    (4,326
    )EFFECT OF EXCHANGE RATES ON CASH
AND CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    (7,942
    )
    
    
    
    
    
    
    (7,942
    )NET CHANGE IN CASH AND CASH
EQUIVALENTS FROM CONTINUING OPERATIONS
    
    
    967
    
    
    
    (1,666
    )
    
    
    (93,596
    )
    
    
    
    
    
    
    (94,295
    )NET CASH FLOW FROM DISCONTINUED OPERATIONSOperating activities
    
    
    
    
    
    
    
    
    
    
    7,565
    
    
    
    
    
    
    
    7,565Investing activities
    
    
    
    
    
    
    
    
    
    
    (2,949
    )
    
    
    
    
    
    
    (2,949
    )NET CHANGE IN CASH FLOWS FROM
DISCONTINUED OPERATIONS
    
    
    
    
    
    
    
    
    
    
    4,616
    
    
    
    
    
    
    
    4,616CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    2,944
    
    
    
    1,626
    
    
    
    186,998
    
    
    
    
    
    
    
    191,568End of period
    
    $
    3,911
    
    
    $
    (40
    )
    
    $
    98,018
    
    
    $
    
    
    
    $
    101,889
 107




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##### Table of Contents



Dura Automotive Systems, Inc.
 Consolidating Balance Sheets as of December 31, 2004
(DEBTOR-IN-POSSESSION)
 Dura
    
    
    Guarantor
    
    
    Non-GuarantorOperating Corp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)AssetsCurrent assets:Cash and cash equivalents
    
    $
    2,944
    
    
    $
    1,626
    
    
    $
    186,998
    
    
    $
    
    
    
    $
    191,568Accounts receivable, net of allowances
    
    
    27,455
    
    
    
    82,504
    
    
    
    157,164
    
    
    
    
    
    
    
    267,123Inventories
    
    
    12,735
    
    
    
    60,326
    
    
    
    73,377
    
    
    
    
    
    
    
    146,438Current portion of derivative
instruments
    
    
    7,746
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,746Other current assets
    
    
    14,485
    
    
    
    19,868
    
    
    
    53,052
    
    
    
    
    
    
    
    87,405Due from affiliates
    
    
    181,728
    
    
    
    39,261
    
    
    
    7,599
    
    
    
    (228,588
    )
    
    
    Current assets of discontinued operations
    
    
    
    
    
    
    
    
    
    
    14,840
    
    
    
    
    
    
    
    14,840Total current assets
    
    
    247,093
    
    
    
    203,585
    
    
    
    493,030
    
    
    
    (228,588
    )
    
    
    715,120Property, plant and equipment, net
    
    
    52,560
    
    
    
    115,582
    
    
    
    311,317
    
    
    
    
    
    
    
    479,459Investment in subsidiaries
    
    
    761,450
    
    
    
    28,799
    
    
    
    74,338
    
    
    
    (864,587
    )
    
    
    Notes receivable from affiliates
    
    
    384,563
    
    
    
    235,563
    
    
    
    26,188
    
    
    
    (646,314
    )
    
    
    Goodwill
    
    
    380,907
    
    
    
    128,773
    
    
    
    389,155
    
    
    
    
    
    
    
    898,835Noncurrent portion of derivative
instruments
    
    
    10,601
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,601Other assets, net of accumulated amortization
    
    
    61,918
    
    
    
    15,668
    
    
    
    29,894
    
    
    
    
    
    
    
    107,480Noncurrent assets of discontinued operations
    
    
    
    
    
    
    
    
    
    
    12,426
    
    
    
    
    
    
    
    12,426$
    1,899,092
    
    
    $
    727,970
    
    
    $
    1,336,348
    
    
    $
    (1,739,489
    )
    
    $
    2,223,921Liabilities and Stockholders InvestmentCurrent liabilities:Accounts payable
    
    $
    45,103
    
    
    $
    70,663
    
    
    $
    150,435
    
    
    $
    
    
    
    $
    266,201Accrued liabilities
    
    
    57,888
    
    
    
    22,412
    
    
    
    104,060
    
    
    
    
    
    
    
    184,360Current maturities of long-term debt
    
    
    1,500
    
    
    
    3
    
    
    
    1,465
    
    
    
    
    
    
    
    2,968Due to affiliates
    
    
    41,586
    
    
    
    150,935
    
    
    
    36,067
    
    
    
    (228,588
    )
    
    
    Current liabilities of discontinued liabilities
    
    
    
    
    
    
    
    
    
    
    7,034
    
    
    
    
    
    
    
    7,034Total current liabilities
    
    
    146,077
    
    
    
    244,013
    
    
    
    299,061
    
    
    
    (228,588
    )
    
    
    460,563Long-term debt, net of current
maturities
    
    
    144,750
    
    
    
    
    
    
    
    6,148
    
    
    
    
    
    
    
    150,898Senior unsecured notes
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    400,000Senior subordinated notes
    
    
    589,469
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    589,469Convertible trust preferred securities
    
    
    55,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,250Senior notes  derivative instrument
adjustment
    
    
    18,347
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,347Other noncurrent liabilities
    
    
    57,083
    
    
    
    18,453
    
    
    
    66,172
    
    
    
    
    
    
    
    141,708Notes payable to affiliates
    
    
    236,752
    
    
    
    158,282
    
    
    
    251,280
    
    
    
    (646,314
    )
    
    
    Noncurrent assets of discontinued operations
    
    
    
    
    
    
    
    
    
    
    195
    
    
    
    
    
    
    
    195Total liabilities
    
    
    1,647,728
    
    
    
    420,748
    
    
    
    622,856
    
    
    
    (874,902
    )
    
    
    1,816,430Stockholders investment, net
    
    
    251,364
    
    
    
    307,222
    
    
    
    713,492
    
    
    
    (864,587
    )
    
    
    407,491$
    1,899,092
    
    
    $
    727,970
    
    
    $
    1,336,348
    
    
    $
    (1,739,489
    )
    
    $
    2,223,921
 108




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##### Table of Contents



Dura Automotive Systems, Inc.
 Consolidating Statements of Operations for the Year Ended December 31, 2004
(DEBTOR-IN-POSSESSION)
 Dura
    
    
    
    
    
    
    Non-Operating
    
    
    Guarantor
    
    
    GuarantorCorp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)Revenues
    
    $
    327,516
    
    
    $
    972,793
    
    
    $
    1,191,973
    
    
    $
    (48,836
    )
    
    $
    2,443,446Cost of sales
    
    
    298,655
    
    
    
    839,237
    
    
    
    1,083,080
    
    
    
    (48,836
    )
    
    
    2,172,136Gross profit
    
    
    28,861
    
    
    
    133,556
    
    
    
    108,893
    
    
    
    
    
    
    
    271,310Selling, general and administrative
expenses
    
    
    55,379
    
    
    
    31,111
    
    
    
    63,112
    
    
    
    
    
    
    
    149,602Facility consolidation, asset impairment and other charges
    
    
    295
    
    
    
    17,232
    
    
    
    4,290
    
    
    
    
    
    
    
    21,817Amortization expense
    
    
    222
    
    
    
    182
    
    
    
    41
    
    
    
    
    
    
    
    445Operating income
    
    
    (27,035
    )
    
    
    85,031
    
    
    
    41,450
    
    
    
    
    
    
    
    99,446Interest expense, net of interest income
    
    
    71,909
    
    
    
    6,927
    
    
    
    10,515
    
    
    
    
    
    
    
    89,351Income from continuing operations
before provision for income taxes and
minority interest
    
    
    (98,944
    )
    
    
    78,104
    
    
    
    30,935
    
    
    
    
    
    
    
    10,095Provision for income taxes
    
    
    (13,533
    )
    
    
    11,561
    
    
    
    3,336
    
    
    
    
    
    
    
    1,364Minority interest:In non-wholly owned subsidiaries
    
    
    (92,355
    )
    
    
    
    
    
    
    482
    
    
    
    91,873
    
    
    
    Dividends from affiliates
    
    
    (4,899
    )
    
    
    
    
    
    
    
    
    
    
    4,899
    
    
    
    Income from continuing operations
    
    
    11,843
    
    
    
    66,543
    
    
    
    27,117
    
    
    
    (96,772
    )
    
    
    8,731Income (loss) from discontinued operations,
including loss on disposal
    
    
    (120
    )
    
    
    
    
    
    
    3,112
    
    
    
    
    
    
    
    2,992Net income
    
    $
    11,723
    
    
    $
    66,543
    
    
    $
    30,229
    
    
    $
    (96,772
    )
    
    $
    11,723
 109




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##### Table of Contents



Dura Automotive Systems, Inc.
 Consolidating Statements of Cash Flows for the Year Ended December 31, 2004
 (DEBTOR-IN-POSSESSION)
 Dura
    
    
    
    
    
    
    Non-Operating
    
    
    Guarantor
    
    
    GuarantorCorp.
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    Consolidated(Amounts in thousands)OPERATING ACTIVITIES:Income (loss) from continuing operations
    
    $
    11,843
    
    
    $
    66,543
    
    
    $
    27,117
    
    
    $
    (96,772
    )
    
    $
    8,731Adjustments required to reconcile income (loss)
from continuing operations to net cash
provided by operating activities:Depreciation and amortization
    
    
    8,826
    
    
    
    21,617
    
    
    
    51,626
    
    
    
    
    
    
    
    82,069Asset impairments
    
    
    
    
    
    
    7,100
    
    
    
    
    
    
    
    
    
    
    
    7,100Facility consolidation and other
    
    
    
    
    
    
    10,426
    
    
    
    4,291
    
    
    
    
    
    
    
    14,717Amortization of deferred financing fees
    
    
    3,522
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,522Deferred income tax provision (benefit)
    
    
    750
    
    
    
    (14,573
    )
    
    
    (2,840
    )
    
    
    
    
    
    
    (16,663
    )Gain (loss) on sale of property, plant and equipment
    
    
    
    
    
    
    1,097
    
    
    
    332
    
    
    
    
    
    
    
    1,429Bad debt expense
    
    
    
    
    
    
    287
    
    
    
    (78
    )
    
    
    
    
    
    
    209Equity in losses (earnings) of affiliates and
minority interest
    
    
    (92,355
    )
    
    
    
    
    
    
    482
    
    
    
    91,873
    
    
    
    Changes in other operating items
    
    
    100,722
    
    
    
    (36,632
    )
    
    
    (64,868
    )
    
    
    
    
    
    
    (778
    )Net cash provided by
operating activities
    
    
    33,308
    
    
    
    55,865
    
    
    
    16,062
    
    
    
    (4,899
    )
    
    
    100,336INVESTING ACTIVITIES:Capital expenditures, net
    
    
    (9,399
    )
    
    
    (13,705
    )
    
    
    (41,968
    )
    
    
    
    
    
    
    (65,072
    )Acquisitions, net
    
    
    
    
    
    
    
    
    
    
    (13,327
    )
    
    
    
    
    
    
    (13,327
    )Net cash used in
investing activities
    
    
    (9,399
    )
    
    
    (13,705
    )
    
    
    (55,295
    )
    
    
    
    
    
    
    (78,399
    )FINANCING ACTIVITIES:Long-term borrowings
    
    
    
    
    
    
    
    
    
    
    568
    
    
    
    
    
    
    
    568Repayments of long-term borrowings
    
    
    (8,897
    )
    
    
    (37
    )
    
    
    (10,293
    )
    
    
    
    
    
    
    (19,227
    )Purchase of treasury shares and other, net
    
    
    (61
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (61
    )Proceeds from exercise of stock options, net
    
    
    2,353
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,353Debt issue costs
    
    
    (552
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (552
    )Debt financing (to) from affiliates
    
    
    (59,536
    )
    
    
    (36,724
    )
    
    
    96,260
    
    
    
    
    
    
    
    Dividends paid
    
    
    
    
    
    
    (4,899
    )
    
    
    
    
    
    
    4,899
    
    
    
    Net cash provided by (used in)
financing activities
    
    
    (66,693
    )
    
    
    (41,660
    )
    
    
    86,535
    
    
    
    4,899
    
    
    
    (16,919
    )EFFECT OF EXCHANGE RATES ON CASH
AND CASH EQUIVALENTS
    
    
    13,632
    
    
    
    
    
    
    
    (14,350
    )
    
    
    
    
    
    
    (718
    )NET CHANGE IN CASH AND CASH
EQUIVALENTS FROM CONTINUING
OPERATIONS
    
    
    (29,152
    )
    
    
    500
    
    
    
    32,952
    
    
    
    
    
    
    
    4,300CASH FLOW (USE) FROM DISCONTINUED
OPERATIONSOperating activities
    
    
    (120
    )
    
    
    
    
    
    
    8,256
    
    
    
    
    
    
    
    8,136Investing activities
    
    
    
    
    
    
    
    
    
    
    (2,136
    )
    
    
    
    
    
    
    (2,136
    )NET CHANGE IN CASH FLOWS FROM
DISCONTINUED OPERATIONS
    
    
    (120
    )
    
    
    
    
    
    
    6,120
    
    
    
    
    
    
    
    6,000CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    32,216
    
    
    
    1,126
    
    
    
    147,926
    
    
    
    
    
    
    
    181,268End of period
    
    $
    2,944
    
    
    $
    1,626
    
    
    $
    186,998
    
    
    $
    
    
    
    $
    191,568
 110




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14. Debtors Financial Statements:
  Basis of Presentation
 Condensed Combined Debtors-in-Possession Financial Statements
 Intercompany Transactions
 111




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DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 CONDENSED COMBINED DEBTOR-IN-POSSESSION BALANCE SHEET
As of December 31, 2006
(In thousands of dollars)
 ASSETS:Current Assets:Cash and cash equivalents
    
    $
    13,787Receivables, netThird parties
    
    
    157,825Non-Debtors subsidiaries
    
    
    17,479Inventories
    
    
    78,574Other current assets
    
    
    57,956Total Current Assets
    
    
    325,621Property, plant and equipment, net
    
    
    175,730Goodwill, net
    
    
    249,927Notes receivable from non-Debtor subsidiaries
    
    
    181,657Investments in non-Debtor subsidiaries
    
    
    225,374Other noncurrent assets
    
    
    25,715Total Assets
    
    $
    1,184,024LIABILITIES AND STOCKHOLDERS INVESTMENT:Current Liabilities Not Subject to Compromise:Debtors-in-possession financing
    
    $
    165,000Secured debt in default
    
    
    2,266Accounts payable
    
    
    34,879Accounts payable to non-Debtor subsidiaries
    
    
    1,073Accrued liabilities
    
    
    76,938Total Current Liabilities Not Subject to
Compromise
    
    
    280,156Long-term Liabilities:Notes payable to non-Debtor subsidiaries
    
    
    8,539Other noncurrent liabilities
    
    
    63,573Liabilities Subject to Compromise
    
    
    1,335,083Total Liabilities
    
    
    1,687,351Stockholders
investment (deficit)
    
    
    (503,327
    )Total Liabilities and Stockholders Investment
    
    $
    1,184,024
 112




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENT OF OPERATIONS
PERIOD FROM NOVEMBER 1, 2006 TO DECEMBER 31, 2006
(In thousands of dollars)
 Revenues
    
    $
    147,624Cost of sales
    
    
    160,496Gross (loss) profit
    
    
    (12,872
    )Selling, general & administrative expenses
    
    
    8,780Facility consolidation, asset impairment and other charges
    
    
    6,639Amortization expense
    
    
    68Operating (loss) income
    
    
    (28,359
    )Interest expense, net
    
    
    6,701Loss before reorganization items, loss on equity investment and
income taxes
    
    
    (35,060
    )Reorganization items
    
    
    23,327Loss before loss on equity investment and income taxes
    
    
    (58,387
    )Equity income from non-Debtor subsidiaries, net of tax
    
    
    10,000Provision for income taxes
    
    
    8,209Net loss
    
    $
    (56,596
    )
 113




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENT OF CASH FLOWS
PERIOD FROM NOVEMBER 1, 2006 TO DECEMBER 31, 2006
(In thousands of dollars)
 Operating Activities:Net loss
    
    $
    (56,596
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation, amortization and asset impairments
    
    
    11,436Reorganization items
    
    
    23,327Other
    
    
    61Change in other operating items:Accounts receivable
    
    
    (27,865
    )Inventories
    
    
    4,544Other current assets
    
    
    (9,762
    )Noncurrent assets
    
    
    8,844Accounts payable
    
    
    24,777Accrued liabilities
    
    
    24,150Noncurrent liabilities
    
    
    (21,232
    )Current intercompany transactions
    
    
    (10,297
    )Net cash used in operating activities
    
    
    (28,613
    )Investing Activities:Noncurrent intercompany transactions
    
    
    (4,207
    )Capital expenditures
    
    
    (886
    )Net cash used in investing activities
    
    
    (5,093
    )Financing Activities:Debtor-in-possession borrowings
    
    
    165,000Payments on prepetition debt
    
    
    (108,008
    )Payment on interest rate swap loss
    
    
    (12,185
    )Debt issuance costs
    
    
    (8,192
    )Net cash provided by financing activities
    
    
    36,615Effect of exchange rate changes on cash and
cash equivalents
    
    
    Net increase in cash and cash equivalents
    
    
    2,909Cash and cash equivalents, Beginning of period
    
    
    10,878Cash and cash equivalents, Ending of period
    
    $
    13,787
 114




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##### Table of Contents



15. Quarterly Financial Data (Unaudited):
  (Gain)/Loss
    
    
    
    
    
    
    Basic
    
    
    DilutedFrom
    
    
    Net
    
    
    Earnings
    
    
    EarningsGross
    
    
    Operating
    
    
    Discontinued
    
    
    Income
    
    
    (Loss)
    
    
    (Loss)Revenues
    
    
    Profit
    
    
    Income (loss)
    
    
    Operations
    
    
    (Loss)
    
    
    Per Share
    
    
    Per Share2006:First
    
    $
    570,925
    
    
    $
    51,930
    
    
    $
    12,502
    
    
    $
    (1,865
    )
    
    $
    (7,020
    )
    
    $
    (0.38
    )
    
    $
    (0.38
    )Second
    
    
    560,130
    
    
    
    36,920
    
    
    
    (3,722
    )
    
    
    (1,080
    )
    
    
    (131,268
    )
    
    
    (6.96
    )
    
    
    (6.96
    )Third
    
    
    475,829
    
    
    
    1,913
    
    
    
    (711,046
    )
    
    
    (7,037
    )
    
    
    (694,391
    )
    
    
    (36.75
    )
    
    
    (36.75
    )Fourth
    
    
    483,882
    
    
    
    (1,010
    )
    
    
    (45,018
    )
    
    
    324
    
    
    
    (77,978
    )
    
    
    (4.74
    )
    
    
    (4.74
    )$
    2,090,766
    
    
    $
    89,753
    
    
    $
    (747,284
    )
    
    $
    (9,658
    )
    
    $
    (910,657
    )2005:First
    
    $
    606,598
    
    
    $
    58,741
    
    
    $
    14,994
    
    
    $
    (1,031
    )
    
    $
    (4,833
    )
    
    $
    (0.26
    )
    
    $
    (0.26
    )Second
    
    
    610,047
    
    
    
    76,672
    
    
    
    33,117
    
    
    
    (1,019
    )
    
    
    2,959
    
    
    
    0.16
    
    
    
    0.16Third
    
    
    523,280
    
    
    
    49,499
    
    
    
    11,875
    
    
    
    (954
    )
    
    
    (6,584
    )
    
    
    (0.35
    )
    
    
    (0.35
    )Fourth
    
    
    551,515
    
    
    
    65,885
    
    
    
    23,860
    
    
    
    (582
    )
    
    
    10,272
    
    
    
    0.55
    
    
    
    0.55$
    2,291,440
    
    
    $
    250,797
    
    
    $
    83,846
    
    
    $
    (3,586
    )
    
    $
    1,814
   
    
    Effective, January 1, 2006, we adopted EITF Issue 05-05, which resulted in a favorable
adjustment of $1.0 million, net of income taxes of $0.7 million. This amount is reflected
in the consolidated statement of operations as a cumulative effect of a change in
accounting principle.
  
    
    We provided, and have continued to provide, a full valuation allowance against all
applicable U.S. deferred tax assets amounting to $90.8 million during the second quarter
ended July 2, 2006.
  
    
    In connection with the streamlining of operations during 2006, we recorded facility
consolidation, asset impairment and other charges of $671.7 million, consisting of
severance and benefit related costs of $22.2 million, asset impairments of $643.5 million
($637.3 million for goodwill impairment, and $6.2 million for fixed asset impairments), and
a $6.0 million adjustment to our 2001 recorded loss on the sale of our former plastic
business due to financial inability of the purchaser to meet their obligations under a note
we took as partial payment for the sale.
    
    In September 2006, we completed the sale of Dura Automotive Systems Köhler GmbH to an
entity controlled by Hannover Finanz GmbH, headquartered in Hannover, Germany. The Company
received approximately $18.5 million in net cash consideration for the sale. No continuing
business relationship exists between this former subsidiary and the Company. The gain
recognized on the sale was approximately $7.9 million. The divestiture is part of Duras
 115




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##### Table of Contents




    
    We settled two warranty matters with one of our customers for approximately $9.0 million
for which we had previously recorded reserves in the amount of $3.6 million, which at the
time, represented our estimated total exposure. Accordingly, during the third quarter of
2006, we recorded a charge of $5.4 million related to the final settlement of both warranty
matters with the customer.
    
    As a result of the chapter 11 filing, we incurred prepetition professional fees of $4.6
million recorded in the consolidated statement of operations during the third quarter of
2006.
    
    We provided, and have continued to provide, a full valuation allowance against all
applicable U.S. deferred tax assets.
  
    
    We incurred $7.1 million of facility consolidation, asset impairment and other charges
in the fourth quarter, of which $5.9 million was related to asset impairments and $1.2
million was related to other charges.
    
    On October 30, 2006, Dura and its U.S. and Canadian subsidiaries (the Debtors) filed
voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court. As a result of this filing, we incurred reorganization
costs of $25.3 million, and prepetition professional fees of $5.9 million recorded in the
consolidated statement of operations during the fourth quarter of 2006.
    
    In accordance with the Court-approved First Day Motions, the Company continues to accrue
and pay the interest on its Second Lien Term Loan whose principal balance is subject to
compromise. Interest on unsecured prepetition debt, other than the Second Lien Term Loan,
has not been accrued as provided for under the U.S. Bankruptcy code. As of December 31,
2006, the amount of unrecorded interest on prepetition debt was approximately $15.0 million
    
    We were released from certain potential warranty exposures. Accordingly, we reversed
the warranty reserves to cost of sales resulting in a favorable impact of approximately
$2.0 million.
    
    We provided, and have continued to provide, a full valuation allowance against all
applicable U.S. deferred tax assets.
   116




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16.
    
    Subsequent Events (Unaudited):
      117




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     118




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DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
 Schedule II: Valuation and Qualifying Accounts
 Acquisition Integrations, Purchase Liabilities:
  2006
    
    
    2005
    
    
    2004Balance, beginning of the year
    
    $
    4,485
    
    
    $
    6,406
    
    
    $
    8,982Provisions
    
    
    
    
    
    
    
    
    
    
    170Adjustments
    
    
    142
    
    
    
    (201
    )
    
    
    40Utilizations
    
    
    (44
    )
    
    
    (1,720
    )
    
    
    (2,786
    )Balance, end of the year
    
    $
    4,583
    
    
    $
    4,485
    
    
    $
    6,406
 Facility Consolidation and Discontinued Operations:
  2006
    
    
    2005
    
    
    2004Balance, beginning of the year
    
    $
    18,167
    
    
    $
    21,550
    
    
    $
    19,875Provisions
    
    
    45,818
    
    
    
    5,499
    
    
    
    12,904Adjustments
    
    
    (20,401
    )
    
    
    (418
    )
    
    
    (971
    )Utilizations
    
    
    (14,356
    )
    
    
    (8,464
    )
    
    
    (10,258
    )Balance, end of the year
    
    $
    29,228
    
    
    $
    18,167
    
    
    $
    21,550
 119




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##### Table of Contents



Item 9.
    
    Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A.
    
    Controls and Procedures
 Evaluation
of Disclosure Controls and Procedures
  Internal Control Over Financial Reporting
 Managements Report on Internal Control Over Financial Reporting
  
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles in the United States of America, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors
of the company; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect
on the financial statements.
  Internal Control  Integrated
Framework.
  120




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Status of 2005 Material Weakness
    
    
    We will engage an outside professional firm to assist on a quarterly basis with the
accounting for foreign deferred income taxes; and
    
    The Corporate Controller will perform a detail review in conjunction with the outside
professional firm of all foreign deferred income taxes on a quarterly basis.
 New 2006 Material Weaknesses
  Insufficient numbers of personnel having appropriate knowledge, experience and training in the
application of U.S. GAAP at both the Companys operating locations and corporate headquarters,
and insufficient personnel at the Companys corporate headquarters to provide effective oversight
and review of financial transactions.
  121




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##### Table of Contents




    
    More transactions will be reviewed by the Corporate Controller and/or the European
Finance Staff rather than at an operating location or within the Companys shared services
organization, particularly those which deviate from previously reviewed or standard
terms and conditions;
    
    Management will strengthen its review of the documentation supporting the accounting
for transactions; and
    
    External experts will be utilized, when deemed necessary, to assist in evaluating
transactions as well as preparing and reviewing the appropriate supporting
documentation.
 Preparation, review and monitoring controls over account reconciliations and analyses did not
operate effectively to ensure significant account balances were accurate and supported with
appropriate underlying calculations and documentations in a timely manner.
   
    
    A detailed review of significant account reconciliations and analyses will be
performed by the Corporate Controller and/or the European Finance
Staff rather than at an
operating location or within the Companys shared services organization; and
    
    External experts will be utilized, when deemed necessary, to assist in reviewing
account reconciliations and analyses.
 Process controls over cash disbursements and receipts implemented in the U.S. Accounting Shared
Service Center following our filing for protection under chapter 11 of the U.S. bankruptcy code
did not operate effectively to ensure proper accounting for such transactions in a timely
manner.
  122




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Changes in internal control over financial reporting
  Internal Control  Integrated Framework,
  123




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Item 9B.
    
    Other Information
  
 PART III
 
 Item 10.
    
    Directors and Executive Officers of the Registrant
 Directors
  Name
    
    Age
    
    Position(s)Lawrence A. Denton
    
    
    56
    
    
    Chairman of the Board of Directors,
President and Chief Executive OfficerWalter P. Czarnecki
    
    
    63
    
    
    DirectorJack K. Edwards
    
    
    62
    
    
    DirectorJames O. Futterknecht, Jr
    
    
    60
    
    
    DirectorYousif B. Ghafari
    
    
    54
    
    
    DirectorJ. Richard Jones
    
    
    64
    
    
    DirectorNick G. Preda
    
    
    60
    
    
    DirectorRalph R. Whitney, Jr.
    
    
    72
    
    
    Director
 Lawrence A. Denton, 56
 Walter P. Czarnecki, 63
 Jack K. Edwards, 62
 124




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##### Table of Contents



James O. Futterknecht, Jr., 60
 Yousif B. Ghafari, 54
 J. Richard Jones, 64
 Nick G. Preda, 61
 Ralph R. Whitney, Jr., 72
 Executive Officers
  Name
    
    Age
    
    Position(s)Lawrence A. Denton
    
    
    56
    
    
    Chairman of the Board of Directors, President
and Chief Executive OfficerDavid L. Harbert
    
    
    64
    
    
    Vice President, Chief Financial
Officer and TreasurerTheresa L. Skotak
    
    
    49
    
    
    Vice PresidentTimothy C. Stephens
    
    
    46
    
    
    Vice President and President  Atwood Mobile
Products DivisionJohn J. Knappenberger
    
    
    60
    
    
    Vice PresidentDavid T. Szczupak
    
    
    51
    
    
    Chief Operating Officer  Automotive Division
 125




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##### Table of Contents



Lawrence A. Denton
 David L. Harbert
 Theresa L. Skotak
 Timothy C. Stephens
 John J. Knappenberger
 David T. Szczupak
  126




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Codes of Conduct
   www.duraauto.com. www.duraauto.com.
 Section 16(a) Beneficial Ownership Reporting Compliance
   Procedures to Recommend Nominees to the Board
  Audit Committee and Audit Committee Financial Expert
  127




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Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Overview
  Recent Company History
     General Compensation Philosophy
  
    
    Attracting and retaining the best possible executive talent;
    
    Motivating executive officers to achieve the Companys performance objectives;
    
    Rewarding individual performance and contributions; and
 128




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##### Table of Contents




    
    Linking the financial interests of executives and stockholders.
  
    
    Periodic cash incentive payments are made under the
Companys Key Management Incentive Plan only if the Company
makes progress toward achieving certain pre-determined
milestones tied to its 50-cubed restructuring plan.
    
    Long-term equity incentive compensation (restricted
stock units, stock options and performance shares) is
directly tied to the Companys share performance.
  Market Data and Peer Group
  
 Executive Compensation Components
  
    
    Base salary;
    
    Annual bonus;
    
    Key management incentive bonus;
    
    Long-term equity incentive compensation; and
    
    Executive retirement benefits, severance benefits, and perquisites.
  Salary
 th
 129




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Short-Term Incentives
      130




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##### Table of Contents



Key Management Incentive Plan
     
    
    Moving 2,000 positions from current facilities to best-in-cost facilities by December 31, 2007;
    
    Achieving the 50-cubed operational restructuring plan for a total cost not exceeding $100 million
(including cash expenses and capital expenditures);
    
    Right-sizing the fixed employee base by eliminating at least 510 indirect employee positions; and
    
    Achieving personal goals that support the above three objectives.
   Percentage of Pay(Per Year of the Plan)
    
    Denton
    
    Marchiando
    
    SkotakMaximum
    
    
    100
    %
    
    
    70
    %
    
    
    70
    %
  131




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##### Table of Contents




    
    Tier II KMIP Participants: Quarterly payments based on demonstrated progress in the
three remaining relevant original KMIP metrics:
 
    
    Moving production for 2,000 positions to best in cost and LCC facilities by
December 31, 2007;
    
    Completing the 50-Cubed Plan at or under budget (approximately $100 million); and
    
    Achieving personal goals as set by each participants manager in support of the
above two activities.
 
    
    Tier I KMIP Participants. Three payments were to be made to Tier I KMIP Participants:
 
    
    Incentive Payment No. 1: 25% of remaining KMIP bonus payments (or
approximately $505,267) upon the delivery of the Business Plan to the Creditors
Committee and Second Lien Committee (the Business Plan Metric Payment);
    
    Incentive Payment No. 2: 25% of remaining KMIP bonus payments upon the
filing of a chapter 11 plan of reorganization and disclosure statement with the
Bankruptcy Court (the Plan of Reorganization Metric Payment); and
 132




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##### Table of Contents




    
    Final Payment: 50% of remaining KMIP bonus payments upon the earlier of:
(a) December 31, 2007; and (b) the confirmation of a chapter 11 plan of reorganization,
subject to certain trailing 2007 EBITDA targets (the EBITDA Target Payment).
  Long-Term Equity Incentives
    Number ofPerformance Shares
    
    Denton
    
    Marchiando
    
    Kniss
    
    von Heyden
    
    Skotak
    
    KnappenbergerMaximum
    
    
    500,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
  133




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Executive Benefits and Perquisites
  Executive Retirement Benefits
    134




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##### Table of Contents



Executive Perquisites
  Severance and Change-in-Control Benefits
   Stock Ownership Guidelines
  135




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##### Table of Contents



Section 162(m) of the Internal Revenue Code
  Compensation Committee Report
  Compensation Committee
Jack K. Edwards, Chairman
Walter P. Czarnecki
Yousif B. Ghafari Summary Compensation Table
  136




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SUMMARY COMPENSATION TABLE
 Change in PensionValue andNonqualified
    
    
    
    
    
    
    
    
    
    Total forNon-Equity
    
    Deferred
    
    
    
    
    
    
    
    
    
    purposes ofStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All Other
    
    
    
    
    
    determining whoName and Principal
    
    
    
    
    
    Salary1
    
    Bonus2
    
    Awards3
    
    Awards4
    
    Compensation5
    
    Earnings6
    
    Compensation7
    
    Total
    
    is reportedPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)
    
    (k)Lawrence A. Denton
Chairman, President and
Chief Executive Officer
    
    
    2006
    
    
    $
    800,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    307,192
    
    
    $
    139,017
    
    
    $
    53,218
    
    
    $
    1,299,427
    
    
    $
    1,160,410David L. Harbert8Vice President andChief Financial Officer
    
    
    2006
    
    
    $
    31,569
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    31,569
    
    
    $
    31,569Keith R. Marchiando9Former Vice President, Chief
Financial Officer and Assistant
Secretary
    
    
    2006
    
    
    $
    326,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    80,637
    
    
    $
    10,025
    
    
    $
    31,374
    
    
    $
    448,036
    
    
    $
    438,011Milton D. Kniss10Executive Vice President, Operations
    
    
    2006
    
    
    $
    380,363
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    56,741
    
    
    $
    18,055
    
    
    $
    455,159
    
    
    $
    398,418John J. Knappenberger
Vice President
    
    
    2006
    
    
    $
    281,885
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    34,045
    
    
    $
    34,063
    
    
    $
    349,993
    
    
    $
    315,948Theresa L. Skotak
Vice President
    
    
    2006
    
    
    $
    275,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    59,135
    
    
    $
    12,968
    
    
    $
    16,689
    
    
    $
    363,792
    
    
    $
    350,824Jurgen von Heyden11, 12Former Vice President
    
    
    2006
    
    
    $
    476,901
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    90,783
    
    
    $
    657,065
    
    
    $
    1,224,749
    
    
    $
    1,133,966
 
 1
    
    Messrs. Denton, Marchiando, Kniss, Knappenberger, and Ms. Skotak contributed a
portion of their salary to the Companys 401(k) savings plan.2
    
    The named executive officers did not earn any cash payments under the Annual Bonus
Plan in 2006.3
    
    The Company did not recognize any expenses, pursuant to FAS 123(R), for stock awards
granted in 2006 or in previous years.4
    
    The Company did not grant any stock option awards to the named executive officers in
2006.5
    
    The amounts disclosed in this column represent the payments made in 2006 under the
Companys Key Management Incentive Plan to executive officers who are participating in the
KMIP.6
    
    This column reflects the increase in actuarial pension value for each executive
officer participating under the SERP. With respect to Mr. von Heyden, the column reflects the
increase in actuarial pension value under his individual pension agreement. In addition, this
column reflects interest credits added to Ms. Skotaks cash balance account under the Master
Plan. Mr. Knappenberger has an account in the Dura Automotive Systems, Inc. Non-qualified
Plan, but he does not receive above-market interest credits to his account.7
    
    This column represents the incremental cost to the Company of providing all other
compensation to its named executive officers including a Company car, golf club membership,
financial planning, a physical examination, and life insurance premiums of $20,000 for Mr.
Denton; Company car and health club membership for Mr. Marchiando; tax reimbursements of
$8,987 for Mr. Kniss and $7,889 for Ms. Skotak; Company car in the amount of $33,936, health
club membership, accident insurance, and lodging for Mr. von Heyden; and Company car, health
club, financial planning, and life insurance for Mr. Knappenberger. Each of Mr. Denton and Mr.
Marchiando were accompanied by family members on one occasion on a business trip on the
Company airplane. This column includes accrued severance benefits for Mr. von Heyden for the
period October 20, 2006 through December 31, 2007 pursuant to a termination agreement entered
into on October 20, 2006, in the amount of 137




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##### Table of Contents



$615,726. See the Other Potential Post-Employment
Payments section below for additional details. The incremental cost to the Company for
providing a Company car is calculated as the cost of leasing the car, together with repair and
maintenance costs, during 2006 for each executive officer multiplied by the percentage of the
car utilized for personal use by each executive officer. This column also includes matching
contributions under the Companys 401(k) savings plan for Messrs. Denton, Marchiando, Kniss,
Knappenberger and Ms. Skotak, Mr. Harbert is not eligible to participate in the Companys
401(k) plan until July 2007, 6 months following his hire date.8
    
    Mr. Harberts employment with the Company commenced on December 9, 2006. He was
appointed Vice President Chief Financial Officer on December 20, 2006.9
    
    Mr. Marchiando ceased to serve as Chief Financial Officer on December 20, 2006 and his
employment terminated in February 2007.10
    
    Mr. Kniss terminated employment with Dura in February 2007.11
    
    Mr. von Heyden ceased to serve as a Vice President of the Company on October 19,
2006. Although Mr. von Heydens work duties ceased on October 20, 2006, his base salary may
continue until December 31, 2007 (subject to offset by other employment compensation).12
    
    Mr. von Heydens cash compensation has been paid to him in Euros, as his principal
place of employment is Germany. The numbers set forth in this table reflect the conversion of
Euros to U.S. dollars using a conversion rate of 1.32$/.
 138




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Grants of Plan-Based Awards Table
  GRANTS OF PLAN-BASED AWARDS IN 2006
 Estimated Future Payouts Under
    
    Estimated Future PayoutsNon-Equity Incentive Plan
    
    Under Equity Incentive Plan
    
    Grant Date FairAwards1
    
    Awards2
    
    Value of StockThreshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Awards3Name
    
    Grant Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)Lawrence A. Denton
KMIP
    
    
    8/21/2006
    
    
    $
    0
    
    
    $
    1,600,000
    
    
    $
    1,600,000Performance Shares
    
    
    5/31/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    500,000
    
    
    
    500,000
    
    
    $
    0Keith R. Marchiando
KMIP
    
    
    8/21/2006
    
    
    $
    0
    
    
    $
    420,000
    
    
    $
    420,000Performance Shares
    
    
    5/31/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    200,000
    
    
    
    200,000
    
    
    $
    0Milton D. Kniss4
Performance Shares
    
    
    5/31/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    200,000
    
    
    
    200,000
    
    
    $
    0John J. Knappenberger4
Performance Shares
    
    
    5/31/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    200,000
    
    
    
    200,000
    
    
    $
    0Theresa L. Skotak
KMIP
    
    
    8/21/2006
    
    
    $
    0
    
    
    $
    308,000
    
    
    $
    308,000Performance Shares
    
    
    5/31/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    200,000
    
    
    
    200,000
    
    
    $
    0Jurgen von Heyden4
Performance Shares
    
    
    5/31/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    200,000
    
    
    
    200,000
    
    
    $
    0
 
 1
    
    Amounts represent potential cash payouts under the Companys Key Management
Incentive Plan. The actual payout amounts in 2006 for the Key Management Incentive Plan are
reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation
Table.2
    
    Amounts represent performance shares that may be earned, payable in common stock,
under the Stock Plan.3
    
    The FAS 123(R) grant date fair value of stock awards is zero, as the Compensation
Committee has determined that the performance goal is less than likely to be met as of
December 31, 2006.4
    
    Messrs. Kniss, von Heyden, and Knappenberger do not participate in the KMIP. Narrative to the Summary Compensation Table and the Grants of Plan-Based Awards Table
  Employment Agreements
 Lawrence A. Denton .
 139




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##### Table of Contents



Jurgen von Heyden .   
   David L. Harbert .
 Keith R. Marchiando, Milton D. Kniss, John J. Knappenberger, and Theresa L. Skotak
 Outstanding Equity Awards at Fiscal Year-End
  140




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OUTSTANDING EQUITY AWARDS AT 2006 FISCAL YEAR-END
 Option Awards1
    
    Stock AwardsEquity Incentive
    
    Equity IncentiveNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    Plan Awards:Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of Unearned
    
    Market or PayoutUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Number of Shares
    
    Market Value of
    
    Shares, Units,
    
    Value of UnearnedUnexercised
    
    Unexercised
    
    
    
    
    
    Option
    
    or Units of Stock
    
    Shares or Units
    
    or Other Rights
    
    Shares, Units, orOptions
    
    Options
    
    Option
    
    Expiration
    
    That Have Not
    
    of Stock That
    
    That Have Not
    
    Other Rights thatExercisable
    
    Unexercisable
    
    Exercise Price
    
    Date
    
    Vested2
    
    Have Not Vested
    
    Vested3
    
    Have Not VestedName
    
    (#)
    
    (#)
    
    ($)
    
    
    
    
    
    (#)
    
    ($)
    
    (#)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)Lawrence A. Denton
    
    
    250,000
    
    
    
    0
    
    
    $
    7.02
    
    
    
    2/20/2013
    
    
    
    5,371
    
    
    $
    2,632
    
    
    
    500,000
    
    
    
    245,000180,000
    
    
    
    0
    
    
    $
    9.52
    
    
    
    5/19/2014250,000
    
    
    
    0
    
    
    $
    3.70
    
    
    
    5/18/2015Keith R. Marchiando
    
    
    10,000
    
    
    
    0
    
    
    $
    7.09
    
    
    
    5/30/2013
    
    
    
    636
    
    
    $
    311
    
    
    
    200,000
    
    
    
    98,00015,000
    
    
    
    0
    
    
    $
    9.52
    
    
    
    5/19/2014125,000
    
    
    
    0
    
    
    $
    3.70
    
    
    
    5/18/2015Milton D. Kniss
    
    
    12,500
    
    
    
    0
    
    
    $
    24.50
    
    
    
    12/17/2007
    
    
    
    785
    
    
    $
    385
    
    
    
    200,000
    
    
    
    98,00037,500
    
    
    
    0
    
    
    $
    29.00
    
    
    
    12/17/200825,000
    
    
    
    0
    
    
    $
    17.00
    
    
    
    12/16/200937,500
    
    
    
    0
    
    
    $
    7.50
    
    
    
    1/22/201120,000
    
    
    
    0
    
    
    $
    9.15
    
    
    
    12/13/201120,000
    
    
    
    0
    
    
    $
    13.50
    
    
    
    8/1/201225,000
    
    
    
    0
    
    
    $
    7.02
    
    
    
    2/20/201380,000
    
    
    
    0
    
    
    $
    9.52
    
    
    
    5/19/2014125,000
    
    
    
    0
    
    
    $
    3.70
    
    
    
    5/18/2015John J. Knappenberger
    
    
    10,000
    
    
    
    0
    
    
    $
    24.50
    
    
    
    12/17/2007
    
    
    
    353
    
    
    $
    173
    
    
    
    200,000
    
    
    
    98,00030,000
    
    
    
    0
    
    
    $
    29.00
    
    
    
    12/17/200850,000
    
    
    
    0
    
    
    $
    17.00
    
    
    
    12/16/200937,500
    
    
    
    0
    
    
    $
    7.50
    
    
    
    1/22/201120,000
    
    
    
    0
    
    
    $
    9.15
    
    
    
    12/13/201120,000
    
    
    
    0
    
    
    $
    13.50
    
    
    
    8/1/201225,000
    
    
    
    0
    
    
    $
    7.02
    
    
    
    2/20/201380,000
    
    
    
    0
    
    
    $
    9.52
    
    
    
    5/19/2014125,000
    
    
    
    0
    
    
    $
    3.70
    
    
    
    5/18/2015Theresa L. Skotak
    
    
    1,200
    
    
    
    0
    
    
    $
    23.98
    
    
    
    4/17/2007
    
    
    
    905
    
    
    $
    444
    
    
    
    200,000
    
    
    
    98,0003,750
    
    
    
    0
    
    
    $
    7.50
    
    
    
    1/22/20114,000
    
    
    
    0
    
    
    $
    9.15
    
    
    
    12/13/201120,000
    
    
    
    0
    
    
    $
    13.50
    
    
    
    8/1/201225,000
    
    
    
    0
    
    
    $
    7.02
    
    
    
    2/20/201380,000
    
    
    
    0
    
    
    $
    9.52
    
    
    
    5/19/2014Jurgen von Heyden
    
    
    45,060
    
    
    
    0
    
    
    $
    7.50
    
    
    
    1/22/2011
    
    
    
    0
    
    
    $
    0
    
    
    
    200,000
    
    
    
    98,00020,000
    
    
    
    0
    
    
    $
    9.15
    
    
    
    12/13/201120,000
    
    
    
    0
    
    
    $
    13.50
    
    
    
    8/1/201225,000
    
    
    
    0
    
    
    $
    7.02
    
    
    
    2/20/201380,000
    
    
    
    0
    
    
    $
    9.52
    
    
    
    5/19/2014
 
 1
    
    All options were fully vested as of October 26, 2005, by action of the
Compensation Committee.2
    
    This column represents outstanding restricted stock units credited by the Company
pursuant to the Deferred Stock Plan. Restricted stock units cliff vest after an approximately
3-year period on the following dates: January 1, 2007, and January 1, 2008.3
    
    This column represents outstanding performance shares, payable in common stock, that
vest upon the achievement of a predetermined performance goal. The performance period began on
May 31, 2006, and ends on the earlier of the date that the Compensation Committee determines
that the performance goal has been met or 2 years from the commencement of the performance
period. If the performance goal is not met by May 31, 2008, then no performance shares will be
paid to the executive officers . 141




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Option Exercises and Stock Vested Table
  2006 OPTION EXERCISES AND STOCK VESTED
 Stock AwardsNumber of SharesAcquired onVesting1
    
    Value Realized on Vesting2Name
    
    (#)
    
    ($)(a)
    
    (d)
    
    (e)John J. Knappenberger
    
    
    1,063
    
    
    $
    2,380
 
 1
    
    This column shows the number of restricted stock units that became vested on
January 1, 2006, under the Deferred Stock Plan.2
    
    The Value Realized on Vesting represents the number of restricted stock units that
Mr. Knappenberger earned on vesting multiplied by the closing price of Dura common stock ($2.24) on
the date of vesting (January 1, 2006). 142




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Pension Benefits Table
  2006 PENSION BENEFITS
 Number of Years of
    
    Present Value of
    
    Payments During LastName
    
    Plan Name
    
    Credited Service
    
    Accumulated Benefit1
    
    Fiscal Year(#)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)Lawrence A. Denton2
    
    2003 Supplemental Executive Retirement Plan
    
    
    7.3
    
    
    $
    420,847
    
    
    $
    0Keith R. Marchiando3
    
    2003 Supplemental Executive Retirement Plan
    
    
    3.4
    
    
    $
    23,830
    
    
    $
    0Milton D. Kniss
    
    2003 Supplemental Executive Retirement Plan
    
    
    25.3
    
    
    $
    875,522
    
    
    $
    0DURA Master Pension Plan
    
    
    14.9
    
    
    $
    18,852
    
    
    $
    0John J. Knappenberger
    
    2003 Supplemental Executive Retirement Plan
    
    
    11.0
    
    
    $
    286,677
    
    
    $
    0Theresa L. Skotak
    
    2003 Supplemental Executive Retirement Plan
    
    
    9.4
    
    
    $
    111,126
    
    
    $
    0DURA Master Pension Plan
    
    
    9.8
    
    
    $
    12,637
    
    
    $
    0Jurgen von Heyden
    
    Employment Agreement Retirement Pension
    
    
    9.4
    
    
    $
    693,970
    
    
    $
    0
 
 1
    
    The assumptions used to calculate the present value of each executives
accumulated benefit are discussed in Item 8, Note 10 Employee Benefit Plans, to the
Consolidated Financial Statements included in this Form 10-K, which is incorporated herein by
reference.2
    
    Pursuant to the terms of Mr. Dentons offer letter and a separate letter agreement,
Mr. Dentons service is multiplied by two for purposes of benefit calculations and vesting
under the SERP.3
    
    Mr. Marchiandos right to a benefit from the SERP was forfeited upon his termination
of employment in February 2007. SERP
    
  143




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##### Table of Contents



Master Plan
   144




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##### Table of Contents



Jurgen von Heyden Pension Agreement
  Nonqualified Deferred Compensation Table
  2006 NONQUALIFIED DEFERRED COMPENSATION
 AggregateExecutive Contributions
    
    Registrant Contributions
    
    Aggregate Earnings
    
    Withdrawals/
    
    Aggregate BalanceName
    
    in Last FY
    
    in Last FY
    
    in Last FY1
    
    Distributions
    
    at Last FYE($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)John J. Knappenberger
    
    $
    0
    
    
    $
    0
    
    
    $
    21,443
    
    
    $
    0
    
    
    $
    191,343
 
 1
    
    Mr. Knappenbergers aggregate earnings under the Non-qualified Plan during 2006
were $21,443. No amounts of Mr. Knappenbergers aggregate earnings in 2006 are reported as
compensation in the Change in Pension Value and Nonqualified Deferred Compensation Earnings
column of the Summary Compensation Table, as the earnings are not above market.  145




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Other Potential Post-Employment Payments
   Mr. Dentons Other Potential Post-Employment Payments
  Payments Made Upon Involuntary Termination Without Cause
  
    
    Base salary continuation for 24 months;
    
    Continued coverage under the Companys medical and dental plans for a period of 24 months; and
    
    An enhanced SERP benefit equal to the normal retirement benefit reduced by 5/12 of 1% for each month by
which the benefit commencement date precedes age 62.
 Payments Made Upon Death or Disability
  
    
    Immediate vesting of all unvested restricted stock units under the Deferred Stock Plan;
    
    Settlement of performance shares, in common stock, equal to the number of performance shares that would
have been issued to Mr. Denton at the end of the performance period multiplied by the prorated amount of time he
was employed by the Company during the performance period. Such prorated payment would be made only if the
performance goal is satisfied on or before the end of the performance period; and
    
    Extension of stock option exercise period for 12 months following Mr. Dentons termination.
 Payments Made Upon a Change in Control
  146




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##### Table of Contents




    
    Lump sum cash payment of severance equal to three
times the sum of Mr. Dentons base salary plus his
respective Average Annual Incentive Compensation;
    
    Lump sum cash payment equal to the Mr. Dentons
Special Prior Year MICP (Annual Bonus Plan) Payments;
    
    Lump sum benefit payment, payable within ten days
after the termination, equal to the amount that Mr. Denton
would have been entitled to receive under the SERP assuming
that Mr. Denton had 20 additional years of service under
the SERP and without any reduction if the payment is made
before age 65;
    
    Extension of stock option exercise period for up to 90
days following the date such options would otherwise expire
under the terms of the applicable option agreements, if Mr.
Denton is unable to exercise options because he is in
possession of material non-public information;
    
    Continuation of medical and dental benefits for a
period of three years following the date of termination;
and
    
    Gross-up payment on any excise tax arising under
Internal Revenue Code Section 280G relating to excess
parachute payments.
  
    
    Under the performance share award agreement, if a
Change in Control of the Company occurred, the performance
objectives are deemed to be satisfied and Mr. Denton would
have been entitled to immediate settlement of performance
            shares, in common stock, equal to the number of outstanding
performance shares.
    
    Under the Deferred Stock Plan, Mr. Dentons unvested
restricted stock units would have become vested if his
employment terminated for any reason within 24 months after
a change in control.
 Material Defined Terms
  
    
    Cause is defined as the: (i) commission of a felony
by the executive; (ii) an act or series of acts of
dishonesty, disloyalty, or fraud in the course of the
executives employment which is materially adverse to the
best interests of Dura; (iii) after being notified in
writing by the Board of Directors of Dura of the failure
and having been given at least 15 days in which to cure the
failure, the executive continues to unreasonably neglect
his duties and responsibilities as an executive of Dura;
(iv) substantial and repeated failure to perform duties as
reasonably directed by the Board of Directors of Dura after
being notified in writing by the Board of Directors of Dura
at least seven days in advance of such repeated failure;
(v) use of alcohol or drugs which repeatedly interferes
with the performance of the executives duties; and (vi)
intentionally engaging in a competitive activity while the
executive remains in the employment of Dura or any of its
subsidiaries to the material disadvantage or detriment of
the Company.
 147




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##### Table of Contents




    
    Certain Circumstances is defined as: (i) a reduction
of executives compensation or a mandatory relocation of
his place of employment; or (ii) as a result of a Change in
Control, a substantial impairment of executives ability to
carry out his authorities, power, functions,
responsibilities, or duties that he had in his position and
offices of Dura before the Change in Control.
    
    MICP is defined as Duras Management Incentive
Compensation Plan as in effect on the date of the Change of
Control Agreement and any earlier or later year and any
similar plan in which executive may have participated or
that may be implemented in place of the plan from time to
time thereafter. The MICP includes the Annual Bonus Plan.
    
    Average Annual Incentive Compensation means the
highest of: (i) the average of the dollar amounts of
incentive compensation paid or payable to the executive
under the MICP for each of the two fiscal years most
recently ended before the first Change in Control occurring
after execution of the Change of Control Agreement; (ii)
the average of the dollar amounts of incentive compensation
paid or payable to the executive under the MICP for each of
the two fiscal years most recently ended before the date
his employment terminates; and (iii) the average dollar
amount obtained by adding together the amount of incentive
compensation paid or payable to the executive under the
MICP for the fiscal year most recently ended before the
date his employment terminates and the executives target
annual incentive compensation and dividing the sum so
obtained by two.
    
Special Prior Year MICP Payments means an amount
equal to the same amount or amounts that Dura would have
paid to the executive as incentive compensation (including
payments under the Annual Bonus Plan) with respect to that
fiscal year at the regular payment date if the executives
employment had continued through the regular payment date.
   148




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Approximation of Other Potential Post-Employment Payments
  Other Potential Post-Employment Payments for Mr. Denton
 Change in ControlInvoluntaryTerminationWithoutResignation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cause oror
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    VoluntaryInvoluntary
    
    Involuntary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TerminationTermination
    
    Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    UnderWithout
    
    With
    
    
    
    
    
    
    
    
    
    
    
    
    
    Change in
    
    CertainCause
    
    Cause
    
    Retirement
    
    Death
    
    Disability
    
    Control Only
    
    CircumstancesType of Payments and Benefits
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Cash CompensationCash Severance
    
    $
    1,600,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    3,600,000Long-Term IncentivesRestricted Stock
Units-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,632
    
    
    $
    2,632
    
    
    $
    0
    
    
    $
    2,632Performance
Shares-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    71,458
    
    
    $
    71,458
    
    
    $
    245,000
    
    
    $
    245,000Retirement BenefitsSERP
    
    $
    210,257
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    210,257
    
    
    $
    2,678,015BenefitsContinuation of Health &
Welfare Benefits
    
    $
    30,910
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    46,365Perquisites and Tax PaymentsPerquisites
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Excise Tax & Gross-Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,665,413Total
    
    $
    1,841,167
    
    
    $
    0
    
    
    $
    0
    
    
    $
    74,090
    
    
    $
    74,090
    
    
    $
    455,257
    
    
    $
    9,237,425
 Material Conditions to Receipt of Post-Employment Payments
  Mr. Harberts Other Potential Post-Employment Payments
  Payments Made Upon Involuntary Early Termination
  Approximation of Other Potential Post-Employment Payments
  149




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Other Potential Post-Employment Payments for Mr. Harbert
 Change in ControlInvoluntaryInvoluntary Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Change in
    
    Terminationfor Any Reason
    
    Resignation
    
    Retirement
    
    Death
    
    Disability
    
    Control Only
    
    for Any ReasonType of Payments and Benefits
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Cash CompensationCash Severance
    
    $
    2,121
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,121Long-Term IncentivesRestricted Stock Units-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Performance Shares-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Retirement BenefitsSERP
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0BenefitsContinuation of Health & Welfare Benefits
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Perquisites and Tax PaymentsPerquisites
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Excise Tax & Gross-Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Total
    
    $
    2,121
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,121
 Material Conditions to Receipt of Post-Employment Payments
  Mr. Marchiandos, Mr. Kniss, Ms. Skotaks, and Mr. Knappenbergers Other Potential Post-Employment
Payments
  Payments Made Upon Retirement
  Payments Made Upon Death or Disability
  
    
    Immediate vesting of all unvested restricted stock units under the Deferred Stock Plan;
 150




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##### Table of Contents




    
    Settlement of performance shares, in common stock, equal to the number of performance shares that would
have been issued to the executive at the end of the performance period multiplied by the prorated amount of time
the executive was employed by the Company during the performance period. Such prorated payments would be made
only if the performance goal is satisfied on or before the end of the performance period; and
    
    Extension of stock option exercise period for 12 months following the executives termination.
  Payments Made Upon a Change in Control
  
    
    Lump sum cash payment of severance equal to three
times the sum of the executives base salary plus his or
her respective Average Annual Incentive Compensation;
    
    Lump sum cash payment of severance equal to each
executives respective Special Prior Year MICP (Annual
Bonus Plan) Payments;
    
    Lump sum benefit payment, payable within ten days
after the termination, equal to the amount that the
executive would have been entitled to receive under the
SERP assuming that the executive had ten additional years
of service under the SERP and without any reduction if the
payment is made before age 65;
    
    Extension of stock option exercise period for up to 90
days following the date such options would otherwise expire
under the terms of the applicable option agreement if the
executive is unable to exercise options because he or she
is in possession of material non-public information;
    
    Continuation of medical and dental benefits for a
period of three years following the date of termination;
and
    
    Gross-up payment on any excise tax arising under
Internal Revenue Code Section 280G relating to excess
parachute payments.
  
    
    Under the performance share award agreement, if a Change in Control of the Company
occurred, the performance objectives are deemed to be satisfied and each executive would have
been entitled to immediate settlement of performance shares, in common stock, equal to the
number of outstanding performance shares.
 151




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##### Table of Contents




    
    Under the SERP, each executive would have been
entitled to immediate vesting of his or her SERP benefit
upon a Change in Control.
    
    Under the Deferred Stock Plan, each executives
unvested restricted stock units would have become vested if
his or her employment terminated for any reason within 24
months after a Change in Control.
 Material Defined Terms
  Approximation of Other Potential Post-Employment Payments
  Other Potential Post-Employment Payments for Mr. Marchiando 1
 Change in ControlInvoluntaryTermination WithoutCause or VoluntaryInvoluntary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Termination UnderTermination for Any
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Change in Control
    
    CertainReason
    
    Resignation
    
    Retirement
    
    Death
    
    Disability
    
    Only
    
    CircumstancesType of Payments and Benefits
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Cash CompensationCash Severance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,462,500Long-Term IncentivesRestricted Stock Units-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    311
    
    
    $
    311
    
    
    $
    311
    
    
    $
    311Performance Shares-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    28,583
    
    
    $
    28,583
    
    
    $
    98,000
    
    
    $
    98,000Retirement BenefitsSERP
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    25,497
    
    
    $
    16,270
    
    
    $
    454,777BenefitsContinuation of Health & Welfare Benefits
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Perquisites and Tax PaymentsPerquisites
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Excise Tax & Gross-Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    884,073Total
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    28,894
    
    
    $
    54,391
    
    
    $
    114,581
    
    
    $
    2,899,661
 
 1
    
    Mr. Marchiandos right to benefits under the Change of Control Agreement
terminated when his employment terminated in February 2007. 152




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Other Potential Post-Employment Payments for Mr. Kniss 1
 Change in ControlInvoluntaryTermination WithoutResignation or
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cause or VoluntaryInvoluntary
    
    Involuntary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Termination UnderTermination Without
    
    Termination With
    
    
    
    
    
    
    
    
    
    
    
    
    
    Change in Control
    
    CertainCause
    
    Cause
    
    Retirement
    
    Death
    
    Disability
    
    Only
    
    CircumstancesType of Payments and Benefits
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Cash CompensationCash Severance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,483,416Long-Term IncentivesRestricted Stock Units-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    385
    
    
    $
    385
    
    
    $
    0
    
    
    $
    385Performance Shares-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    28,583
    
    
    $
    28,583
    
    
    $
    98,000
    
    
    $
    98,000Retirement BenefitsSERP
    
    $
    291,854
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    291,854
    
    
    $
    1,008,924BenefitsContinuation of Health & Welfare Benefits
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    31,739Perquisites and Tax PaymentsPerquisites
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Excise Tax & Gross-Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,046,209Total
    
    $
    291,854
    
    
    $
    0
    
    
    $
    0
    
    
    $
    28,968
    
    
    $
    28,968
    
    
    $
    389,854
    
    
    $
    3,668,673
 
 1
    
    Mr. Kniss right to benefits under the Change of Control Agreement terminated when his
employment terminated in February 2007. Other Potential Post-Employment Payments for Ms. Skotak
 Change in ControlInvoluntaryTermination WithoutCause or VoluntaryInvoluntary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Termination UnderTermination for Any
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Change in Control
    
    CertainReason
    
    Resignation
    
    Retirement
    
    Death
    
    Disability
    
    Only
    
    CircumstancesType of Payments and Benefits
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Cash CompensationCash Severance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,072,500Long-Term IncentivesRestricted Stock Units-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    444
    
    
    $
    444
    
    
    $
    444
    
    
    $
    444Performance Shares-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    28,583
    
    
    $
    28,583
    
    
    $
    98,000
    
    
    $
    98,000Retirement BenefitsSERP
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    70,608
    
    
    $
    125,647
    
    
    $
    713,378BenefitsContinuation of Health & Welfare Benefits
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    50,583Perquisites and Tax PaymentsPerquisites
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Excise Tax & Gross-Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    848,314Total
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    29,027
    
    
    $
    99,635
    
    
    $
    224,091
    
    
    $
    2,783,219
 153




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##### Table of Contents



Other Potential Post-Employment Payments for Mr. Knappenberger
 Change in ControlInvoluntaryTermination WithoutResignation or
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cause or VoluntaryInvoluntary
    
    Involuntary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Termination UnderTermination Without
    
    Termination With
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CertainCause
    
    Cause
    
    Retirement
    
    Death
    
    Disability
    
    Change in Control Only
    
    CircumstancesType of Payments and Benefits
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Cash CompensationCash Severance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,099,352Long-Term IncentivesRestricted Stock Units-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    173
    
    
    $
    173
    
    
    $
    0
    
    
    $
    173Performance Shares-Unvested Awards
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    28,583
    
    
    $
    28,583
    
    
    $
    98,000
    
    
    $
    98,000Retirement BenefitsSERP
    
    $
    84,783
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    84,783
    
    
    $
    512,584BenefitsContinuation of Health & Welfare Benefits
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    58,571Perquisites and Tax PaymentsPerquisites
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    11,000Excise Tax & Gross-Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    703,660Total
    
    $
    84,783
    
    
    $
    0
    
    
    $
    0
    
    
    $
    28,756
    
    
    $
    28,756
    
    
    $
    182,783
    
    
    $
    2,483,340
 Material Conditions to Receipt of Post-Employment Payments
  Mr. von Heydens Post-Employment Payments
  Payments Made Upon Constructive Termination
  
    
    Continued cash payments of salary until December 31, 2007 (subject to offset by other employment
compensation);
    
    Cash payment equal to the average bonus paid to the Companys leadership team, if any;
    
    Continued use of the Company car for a one-year period; and
    
    Payment of accident insurance premiums until December 31, 2007.
 154




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##### Table of Contents



Approximation of Actual Post-Employment Payments
  Actual Post-Employment Payments for Mr. von Heyden
 ConstructiveTermination1Type of Payments and Benefits
    
    ($)Cash CompensationCash Severance2
    
    $
    570,304Long-Term Incentives3Restricted Stock Units-Unvested
Awards
    
    $
    0Performance Shares-Unvested Awards
    
    $
    0Retirement BenefitsSERP
    
    $
    0BenefitsAccident Insurance
    
    $
    637Perquisites and Tax PaymentsPerquisites
    
    $
    44,785Excise Tax & Gross-Up
    
    $
    0Total
    
    $
    615,726
 
 1
    
    These payments are in the All Other Compensation column of the Summary Compensation
Table.2
    
    Mr. von Heyden obtained other employment as of March 1, 2007, and, under the terms of
his separation agreement, severance payments from Dura Germany stopped. Accordingly, actual
payments by Dura Germany to Mr. von Heyden are anticipated to be less than the amount shown
above.3
    
    Mr. von Heydens performance shares will be forfeited on termination of employment
unless the performance goal is met by that date. His stock options will expire three months
after his termination of employment. Material Conditions to Receipt of Post-Employment Payments
  Methodologies and Assumptions Used for Calculating Other Potential Post-Employment Payments
  
    
    Stock Price: The price of a share of Company common
stock on each triggering event was $0.49, the closing price
on December 29, 2006.
    
    Computation of Cash Severance: The cash severance
amounts reported in the foregoing tables were computed as
follows:
 155




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##### Table of Contents




    
    Mr. Denton:Two times his base salary of $800,000 for a qualifying
termination unrelated to a Change in Control. Mr. Dentons cash severance in the event of a
qualifying termination related to a Change in Control is three times the sum of his base
salary plus the Average Annual Incentive Compensation of $400,000 and the Special Prior Year
MICP Payment of $0.
    
    Mr. Harbert:The number of business days Mr. Harbert worked for the
Company (15) multiplied by the cash amount he is entitled to receive on a daily basis
through his date of termination ($2,250) minus the amount of salary Mr. Harbert received
through December 29, 2006 ($31,629) for an involuntary termination for any reason.
    
    Mr. von Heyden:The number of months Mr. von Heyden continues to
receive salary following his termination on October 20, 2006 (14.35 months) multiplied by
Mr. von Heydens monthly salary of $39,729.
    
    Mr. Marchiando, Mr. Kniss, Ms. Skotak, and Mr. Knappenberger:Three
times the sum of his or her base salary of $375,000, $380,363, $275,000, and $281,885,
respectively, plus the Average Annual Incentive Compensation of $112,500, $114,109, $82,500,
and $84,566, respectively, and the Special Prior Year MICP Payment of $0 for a qualifying
termination related to a Change in Control.
 
    
    Computation of SERP Values: The SERP amounts reported in the foregoing tables
were computed as follows:
 
    
    SERP Value Upon Disability:A participant who is eligible for a
disability retirement benefit is entitled to a monthly benefit equal to the normal
retirement benefit reduced by 5/12 of 1% of each month by which the participants benefit
commencement date precedes his or her attainment of age 62 and reduced further by payments
made to the participant under any long-term disability plan or policy maintained by the
Company. Only Mr. Marchiandos and Ms. Skotaks tables above contain a SERP enhancement upon
disability, as they are the only two participants who are not early retirement eligible.
 SERP Value Upon Involuntary Termination Without Cause:
 
    
    SERP Value Upon Change in Control:A participant who is actively
employed on the date of a Change in Control will be 100% vested in his or her accrued
benefit under the SERP. The monthly benefit payable to a participant is equal to the normal
retirement benefit reduced by 5/12 of 1% for each month by which the participants benefit
commencement date precedes his or her attainment of age 62. However, if the executive
becomes entitled to a lump sum severance payment under his or her Change of Control
Agreement, the executive will receive an enhanced SERP benefit as described in the next
paragraph.
    
    SERP Value Upon a Qualifying Termination Related to Change in Control:
An individual who is actively employed on the date of a Change in Control will be 100%
vested in the participants accrued benefit under the SERP. The executive will receive a
lump sum benefit payment equal to the amount that the executive would have been entitled to
receive under the SERP as of the termination date assuming that the executive had ten
additional years of service under the SERP. Mr. Denton receives 20 additional years of
service under the SERP, as his offer letter provides for
 156




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##### Table of Contents



his years of service to be
multiplied by two up to the maximum years of service allowed under the SERP. The benefit is
not reduced if payment is made before age 65.
 
    
    Value of Restricted Stock Units Subject to Accelerated
Vesting: The value of the accelerated restricted stock
units, for each executive, is equal to the number of
restricted stock units that are unvested and accelerated
due to the triggering event multiplied by the closing price
of the Companys common stock as of December 29, 2006.
    
    Value of Performance Shares Subject to Accelerated
Vesting: The value of the accelerated performance shares,
settled in common stock, for each executive, is equal to
the number of performance shares that are unvested and
accelerated due to the triggering event (assuming the
performance goal is satisfied) multiplied by the closing
price of the Companys common stock as of December 29,
2006.
    
    Value of Continuation of Health and Welfare Benefits:
The quantification of health and welfare benefits is based
on the assumptions applied under Financial Accounting
Standards Board Statement of Financial Accounting Standards
No. 106, Employers Accounting for Postretirement Benefits
Other Than Pension. Item 8, Note 10 Employee Benefit
Plans, to the Consolidated Financial Statements included
in this Form 10-K, which is incorporated herein by
reference.
    
    Value of Perquisites: The amount reported in the
foregoing tables for perquisites was computed as follows:
 
    
    Mr. von Heyden:The reported value of Mr. von Heydens continued use
of the Company car for a period of 12 months is equal to the number of months Mr. von Heyden
is able to use the Company car (12 months) multiplied by the monthly cost to the Company of
leasing the car (approximately $3,732).
 
    
    Determination of Excise Tax and Tax Gross-Up Payments Made in Connection With a
Qualifying Termination Following a Change in Control:The Company determined the amount of
excise tax by calculating the product of the Excess Parachute Payment and 20%. The Internal
Revenue Code (Code) Section 280G governs the determination of Excess Parachute Payment
calculations. Based on the amount of payments that could be made upon a qualifying termination
in connection with a Change in Control, certain executives will incur excise tax liabilities.
To the extent that Messrs. Denton, Marchiando, Kniss, Knappenberger, and Ms. Skotak are
subject to an excise tax under Section 4999 of the Code, the Company would make a tax gross-up
payment to the executive such that the executive will realize compensation, net of excise
taxes, equal to the pre-excise tax severance amount determined by the Company.
 Director Compensation
  157




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2006 DIRECTOR COMPENSATION
 Change In PensionValue andNon-Equity
    
    NonqualifiedFees Earned or Paid
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    Deferred
    
    All Otherin Cash1
    
    Stock Awards2
    
    Option Awards
    
    Compensation
    
    Compensation
    
    Compensation3
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)Walter P. Czarnecki
    
    $
    75,000
    
    
    $
    12,500
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $0
    
    
    $
    87,500Jack K. Edwards4
    
    $
    75,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $0
    
    
    $
    75,000James O. Futterknecht, Jr.
    
    $
    75,000
    
    
    $
    8,250
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $0
    
    
    $
    83,250Yousif B. Ghafari
    
    $
    75,000
    
    
    $
    12,500
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $0
    
    
    $
    87,500J. Richard Jones4
    
    $
    75,000
    
    
    $
    12,500
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    45,086
    
    
    $
    132,586Nick G. Preda
    
    $
    75,000
    
    
    $
    25,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $0
    
    
    $
    100,000Ralph R. Whitney, Jr.4
    
    $
    75,000
    
    
    $
    25,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    
    $0
    
    
    $
    100,000
 
 1
    
    This column reports the amount of cash compensation earned by outside board
members in 2006. Mr. Denton does not receive any additional compensation for serving as member
of the Board of Directors.2
    
    This column reflects the stock awards granted pursuant to the Director Deferred Stock
Purchase Plan. Dura credits, in the form of restricted stock units, an amount equal to
one-third of fees deferred by directors that were credited toward restricted stock units in
2006. Mr. Futterknecht deferred 33% of his fees, Messrs. Czarnecki, Ghafari, and Jones
deferred 50% of their fees, and Messrs. Preda and Whitney deferred 100% of their fees. As of
December 31, 2006, Messrs. Czarnecki, Edwards, Futterknecht, Ghafari, Jones, Preda, and
Whitney have 33,354, 29,988, 31,279, 38,639, 50,952, 66,710, and
77,281 shares credited to
their accounts, respectively.3
    
    Mr. Jones received $45,086 in 2006 for consulting fees pursuant to a consulting
agreement he entered into with the Company.4
    
    The following directors have options to acquire Dura Class A Common stock: Mr.
Edwards  3,000 shares; Mr. Jones  50,000 shares; and
Mr. Whitney  1,600 shares.  
 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 OPEN
 158




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##### Table of Contents



Beneficial OwnershipClass A StockDirectors, Nominees, Officers
    
    Number of
    
    Percentand 5% Stockholders
    
    Shares
    
    of ClassLawrence A. Denton (1)
    
    
    702,285
    
    
    
    3.3
    %John J. Knappenberger (1)
    
    
    385,075
    
    
    
    1.8
    %Milton D. Kniss (1)
    
    
    397,150
    
    
    
    1.9
    %Jurgen von Heyden (1)
    
    
    258,810
    
    
    
    1.2
    %Theresa L. Skotak
    
    
    220,750
    
    
    
    1.0
    %Keith R. Marchiando (1)
    
    
    153,043
    
    
    
    *J. Richard Jones (1)
    
    
    51,481
    
    
    
    *Timothy C. Stephens
    
    
    84,408
    
    
    
    *Walter P. Czarnecki
    
    
    38,354
    
    
    
    *Jack K. Edwards (1)
    
    
    40,488
    
    
    
    *James O. Futterknecht, Jr.
    
    
    31,279
    
    
    
    *Yousif B. Ghafari
    
    
    38,639
    
    
    
    *Nick G. Preda
    
    
    66,709
    
    
    
    *Ralph R. Whitney, Jr. (1)
    
    
    90,766
    
    
    
    *Dimensional Fund Advisors (2)
    
    
    1,392,971
    
    
    
    6.6
    %All Directors and Officers as a group (14 persons)
    
    
    2,565,267
    
    
    
    12.2
    %* Less than one percent
 
 (1)
    
    Includes shares as to which the officer or director has the right to acquire
within 60 days through the exercise of stock options, as follows: Mr. Denton 
680,000 shares; Mr. Knappenberger  341,250 shares; Mr. Kniss  382,500 shares; Mr.
Marchiando  150,000 shares; Mr. von Heyden  258,810 shares; Mr. Edwards  3,000
shares; Mr. Jones  50,000 shares; Mrs. Skotak 
220,750 shares; Mr. Stephens 
77,500 shares; and Mr. Whitney 1600 shares.(2)
    
    Dimensional Fund Advisors reported as of December 31,
2006, sole voting and
dispositive power with respect to 1,392,971 shares of Class A Stock, representing
7.37% of the outstanding shares of Class A Stock at that time. The address for
Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401.  
 Item 13. Certain Relationships and Related Transactions
  159




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Item 14. Principle Accountant Fees and Services
  Audit and Other Fees
  Year Ended December 31,2006
    
    
    2005Audit Fees (1)
    
    $
    5,586,846
    
    
    $
    5,308,000Audit-Related Fees (2)
    
    
    40,944
    
    
    
    44,000Tax Fees (3)
    
    
    955,338
    
    
    
    1,410,000All Other Fees
    
    
    
    
    
    
    $
    6,583,128
    
    
    $
    6,762,000
 
 (1)
    
    Fees for audit services billed in 2006 and 2005 consisted of (i) audit
of the Companys annual financial statements; (ii) reviews of the Companys quarterly
financial statements; (iii) comfort letters, statutory audits, consents and other
services related to SEC matters; and (iv) consultations on financial accounting and
reporting matters arising during the course of the audit. Fees for
audit services billed in 2005 included the audit of the
Companys internal controls over financial reporting as required by Section 404 of the
Sarbanes-Oxley Act.(2)
    
    Fees for audit-related services billed in 2006 and 2005 were
primarily for employee benefit plan audits.(3)
    
    Fees for tax services billed in 2006 and 2005 consisted of tax compliance and
tax planning and advice. Tax compliance and planning services consisted of (i) tax
return assistance; (ii) assistance with tax return filings in certain foreign
jurisdictions; (iii) assistance with tax audits and appeals; (iv) preparation of
expatriate tax returns; (v) tax advice related to structuring certain proposed
transactions; (vi) tax services with regards to research and development; and (vii)
general tax planning matters. 160




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##### Table of Contents



Pre-Approval Policies
  (1)
    
    Consents, comfort letters, reviews of registration statements and similar
services that incorporate or include the audited financial statements of the Company;(2)
    
    Employee benefit plans;(3)
    
    Accounting consultations and support related to Generally Accepted Accounting
Principles (GAAP);(4)
    
    Tax compliance and related support for any tax returns filed by the Company,
and returns filed by any executive or expatriate under a Company-sponsored program; and(5)
    
    Merger and acquisition due diligence services.
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 (a) Documents Filed as Part of this Report on Form 10-K
 (1)
    
    Financial Statements:
 
    
    Report of Independent Registered Public Accounting Firm
    
    Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    Consolidated Statements of Operations for the Years Ended December 31, 2006,
2005 and 2004
    
    Consolidated Statements of Stockholders Investment (deficit) for the Years
Ended December 31, 2006, 2005 and 2004
    
    Consolidated Statements of Cash Flows for the Years Ended December 31, 2006,
2005 and 2004
    
    Notes to Consolidated Financial Statements
 161




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##### Table of Contents



(2)
    
    Financial Statement Schedules:
 
    
    Financial Statement Schedule IIValuation and Qualifying Accounts
 (3)
    
    Exhibits: See Exhibit Index
 162




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##### Table of Contents



DURA AUTOMOTIVE SYSTEMS, INC.
 EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
 PageNumber inSequentialNumberingof all Form10-KandExhibitExhibit
    
    
    
    Pages3.1
    
    Restated Certificate of Incorporation of Dura Automotive
Systems, Inc., incorporated by reference to Exhibit 3.1 of the
Registration Statement on Form S-4 (Registration No.
333-81213) (the S-4).
    
    *3.2
    
    Amended and Restated By-laws of Dura Automotive Systems, Inc.,
incorporated by reference to exhibit 3.2 of the Registration
Statement on Form S-1 (Registration No. 333-06601) (the
S-1).
    
    *4.1
    
    Registration Agreement, dated as of August 31, 1994, among
Dura, Alkin and the MC Stockholders (as defined therein),
incorporated by reference to Exhibit 4.3 of the S-1.
    
    *4.2
    
    Form of certificate representing Class A common stock of Dura,
incorporated by reference to Exhibit 4.6 of the S-1
    
    *4.3
    
    Indenture, dated April 22, 1999, between Dura Operating Corp.,
Dura Automotive. Systems, Inc., the Subsidiary Guarantors and
U.S. Bank Trust National Association, as trustee, relating to
the 9% senior subordinated notes denominated in U.S. dollars,
incorporated by reference to Exhibit 4.7 of the S-4.
    
    *4.4
    
    Indenture, dated April 22, 1999, between Dura Operating Corp.,
Dura Automotive Systems, Inc., the Subsidiary Guarantors and
U.S. Bank Trust National Association, as trustee, relating to
the 9% senior subordinated notes denominated in Euros,
incorporated by reference to Exhibit 4.8 of the S-4.
    
    *4.5
    
    Certificate of Trust of Dura Automotive Systems Capital Trust,
incorporated by reference to Exhibit 4.8 of the Registrants
Form S-3, Registration No. 333-47273 filed under the
Securities Act of 1933 (the Form S-3).
    
    *4.6
    
    Form of Amended and Restated Trust Agreement of Dura
Automotive Systems Capital Trust among Dura Automotive
Systems, Inc., as Sponsor, The First National Bank of Chicago,
as Property Trustee, First Chicago Delaware, Inc., as Delaware
Trustee and the Administrative Trustees named therein,
incorporated by reference to Exhibit 4.9 of the Form S-3.
    
    *4.7
    
    Form of Junior Convertible Subordinated Indenture between Dura
Automotive Systems, Inc. and The First National Bank of
Chicago, as Indenture Trustee, incorporated by reference to
Exhibit 4.10 of the Form S-3.
    
    *
 163




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##### Table of Contents



PageNumber inSequentialNumberingof all Form10-KandExhibitExhibit
    
    
    
    Pages4.8
    
    Form of Preferred Security, incorporated by reference to
Exhibit 4.11 of the Form S-3.
    
    *4.9
    
    Form of Debenture, incorporated by reference to Exhibit 4.12
of the Form S-3.
    
    *4.10
    
    Form of Guarantee Agreement between Dura Automotive Systems,
Inc., as Guarantor, and The First National Bank of Chicago, as
Guarantee Trustee with respect to the Preferred Securities of
Dura Automotive Systems Capital Trust, incorporated by
reference to Exhibit 4.13 of the Form S-3.
    
    *4.11
    
    Indenture, dated June 22, 2001, between Dura Operating Corp.,
Dura Automotive Systems, Inc., the Subsidiary Guarantors and
U.S. Bank Trust National Association, as trustee, relating to
the Series C and Series D, 9% senior subordinated notes
denominated in U.S. Dollars, incorporated by reference to
Exhibit 4.7 of the S-4.
    
    *4.12
    
    Supplemental Indenture, dated July 29, 1999, between Dura
Operating Corp., Dura Automotive Systems, Inc., the subsidiary
guarantors and U.S. Bank Trust National Association, as
trustee, relating to the 9% senior subordinated notes
denominated in U.S. dollars, incorporated by reference to
Exhibit 4.1 of the Companys Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1999.
    
    *4.13
    
    Supplemental Indenture, dated July 29, 1999, between Dura
Operating Corp., Dura Automotive Systems, Inc., the subsidiary
guarantors and U.S. Bank Trust National Association, as
trustee, relating to the 9% senior subordinated notes
denominated in Euros, incorporated by reference to Exhibit 4.2
of the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999.
    
    *4.14
    
    Second Supplemental Indenture, dated June 1, 2001 between Dura
Operating Corp., Dura Automotive Systems, Inc., the
guaranteeing subsidiary named therein, the original guarantors
named therein and U.S. Bank Trust National Association, as
trustee, relating to the 9% senior subordinated notes,
incorporated by reference to Exhibit 4.3 of the Registration
Statement on Form S-4 (Registration No. 333-65470).
    
    *
 164




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##### Table of Contents



PageNumber inSequentialNumberingof all Form10-KandExhibitExhibit
    
    
    
    Pages4.15
    
    Supplemental Indenture, dated as of February 21, 2002, by and
among Dura G.P., Dura Operating Corp., Dura Automotive
Systems, Inc., Dura Automotive Systems Cable Operations, Inc.,
Universal Tool & Stamping Company Inc., Adwest Electronics,
Inc., Dura Automotive Systems of Indiana, Inc., Atwood
Automotive Inc., and Mark I Molded Plastics of Tennessee,
Inc., Atwood Mobile Products, Inc., and U.S. Bank Trust
National Association, as trustee under the indentures relating
to the 9% senior subordinated notes, incorporated by reference
to Exhibit 10.4 of the Companys Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2002.
    
    *4.16
    
    Indenture, dated April 18, 2002, between Dura Operating Corp.,
Dura Automotive Systems, Inc., the subsidiary guarantors named
therein and BNY Midwest Trust Company, as trustee, relating to
the 8 5/8% senior notes due 2012, incorporated by reference to
Exhibit 4.6 of the Registration Statement on Form S-4
(Registration No. 333-88800).
    
    *4.17
    
    Supplemental Indenture, dated as of October 22, 2003, among
Creation Group Holdings, Inc., Creation Group, Inc., Dura
G.P., Dura Operating Corp., Dura Automotive Systems, Inc.,
Dura Automotive Systems Cable Operations, Inc., Universal Tool
& Stamping Company, Inc., Adwest Electronics, Inc., Dura
Automotive Systems of Indiana, Inc., Atwood Automotive Inc.,
and Mark I Molded Plastics of Tennessee, Inc., Atwood Mobile
Products, Inc., and BNY Midwest Trust Company, as trustee,
relating to the 8 5/8% senior notes due 2012. Incorporated by
reference to Exhibit 4.21 to Form 10-K for the year ended
December 31, 2003.
    
    *4.18
    
    Supplemental Indenture, dated as of October 22, 2003 among
Creation Group Holdings, Inc., Creation Group, Inc., Dura
G.P., Dura Operating Corp., Dura Automotive Systems, Inc.,
Dura Automotive Systems Cable Operations, Inc., Universal Tool
& Stamping Company, Inc., Adwest Electronics, Inc., Dura
Automotive Systems of Indiana, Inc., Atwood Automotive Inc.,
and Mark I Molded Plastics of Tennessee, Inc., Atwood Mobile
Products, Inc., and U.S. Bank Trust National Association, as
trustee, relating to the 9% senior subordinated notes. Incorporated by
reference to Exhibit 4.22 to Form 10-K for the year ended
December 31, 2003.
    
    *10.1**
    
    1996 Key Employee Stock Option Plan, incorporated by reference
to Exhibit 10.27 of the S-1.
    
    *10.2**
    
    Independent Director Stock Option Plan, incorporated by
reference to Exhibit 10.28 of the S-1.
    
    *10.3**
    
    Employee Stock Discount Purchase Plan, as amended,
incorporated by reference to Exhibit B to the 2003 Proxy
Statement filed with the SEC on April 29, 2003.
    
    *10.4**
    
    Stock Option Agreement, dated as of August 31, 1994, between
Dura Automotive Systems, Inc., and Alkin, incorporated by
reference to Exhibit 10.4 of S-1.
    
    *
 165




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##### Table of Contents



PageNumber inSequentialNumberingof all Form10-KandExhibitExhibit
    
    
    
    Pages10.5**
    
    Dura Automotive Systems, Inc. 2003 Supplemental Executive
Retirement Plan, incorporated by reference to Exhibit 10.6 to
Form 10-K for the year ended December 31, 2003, filed with the
SEC on March 11, 2004.
    
    *10.6**
    
    Consulting Agreement, dated as of April 1, 2003, between Dura
Automotive Systems, Inc. and Karl F. Storrie, incorporated by
reference to Exhibit 10.7 to Form 10-K for the year ended
December 31, 2003, filed with the SEC on March 11, 2004.
    
    *10.7**
    
    Employment Letter, dated December 23, 2002, relating to the
offer of employment for Mr. Larry Denton, incorporated by
reference to Exhibit 10.8 to Form 10-K for the year ended
December 31, 2003, filed with the SEC on March 11, 2004.
    
    *10.8**
    
    Employment Agreement, dated February 16, 2006, between Dura
Automotive Systems, Inc. and Jr. Jurgen von Heyden,
incorporated by reference to Exhibit 10.1, 10.2 and 10.3 to
Form 8-K filed with the SEC on February 23, 2006.
    
    *10.9**
    
    Termination of Employment Agreement by and between Dura
Holding Germany GmbH represented by Dura Operating Corporation and
Heyden/Mr. Jurgen von Heyden.
    
    10.10**
    
    1998 Stock Incentive Plan, as amended, incorporated by
reference to Exhibit 10.1 of the Companys 2000 Form 10-Q for
the quarterly period ended June 30, 2004 filed with the SEC on
August 6, 2004.
    
    *10.11**
    
    Deferred Income Leadership Stock Purchase Plan, incorporated
by reference to Appendix A of the 2000 Proxy Statement filed
with the SEC on May 25, 2000.
    
    *10.12**
    
    Director Deferred Stock Purchase Plan, incorporated by
reference to Appendix B of the 2000 Proxy Statement filed with
the SEC on May 25, 2000.
    
    *10.13
    
    Fifth Amended and Restated Credit Agreement, Dated May 3,
2005, among Dura Automotive Systems, Inc., as Parent
Guarantor, The Subsidiary Guarantors Party thereto, as Loan
Guarantors, Dura Operating Corp., and Dura
Automotive Systems (Canada), Ltd., as borrowers; and Bank of
America, N.A., J.P. Morgan Chase Bank, N.A., and J.P. Morgan
Securities Inc., as lenders, incorporated by reference to
Exhibit 10.1 to Form 10-Q for the quarterly period ended July
3, 2005, filed with the SEC on August 29, 2005.
    
    *
 166




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##### Table of Contents



PageNumber inSequentialNumberingof all Form10-KandExhibitExhibit
    
    
    
    Pages10.14
    
    $150,000,000 Credit Agreement dated May 3, 2005 among
Dura Automotive Systems, Inc., as Parent Guarantor,
Dura Operating Corp., as Borrower, The Subsidiary
Guarantors from time to time parties thereto; and Wilmington
Trust Company, Bank of America Securities, LLC, J.P. Morgan
Chase Bank, N.A., as lenders, incorporated by reference to
Exhibit 10.2 to Form 10-Q for the quarterly period ended July
3, 2005, filed with the SEC on August 29, 2005.
    
    *10.15
    
    Intercreditor agreement dated May 3, 2005, incorporated by
reference to Exhibit 10.3 to Form 10-Q for the quarterly
period ended July 3, 2005, filed with the SEC on August 29,
2005.
    
    *10.16
    
    1998 Stock Incentive Plan, as amended May 25, 2000 and as
further amended May 19, 2004, incorporated by reference to
Exhibit 10.1 of the Companys Quarterly Report on From 10-Q
for the quarterly period ended June 30, 2004, filed with the
SEC on August 6, 2004.
    
    *10.17
    
    Form of Change of Control Agreement dated as of June 16, 2004,
incorporated by reference to Exhibit 10.2 to the Companys
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2004, filed with the SEC on August 6, 2004.
    
    *10.18**
    
    Deferred Compensation Plan Change of Control Agreement dated
as of June 16, 2004, incorporated by reference to Exhibit 10.3
to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2004, filed with the SEC on
August 6, 2004.
    
    *10.19**
    
    Plan participants of the Dura Automotive Systems, Inc. 2003 Supplemental Executive Retirement Plan as of March 1, 2006.
    
    10.20**
    
    Plan participants of the Dura Automotive Systems, Inc. Change
of Control Agreements.
    
    10.21**
    
    Employment Contract between the
Company and David Szczupak.
    
    10.22**
    
    Employment Contract between the
Company and David L. Harbert.
    
    10.23**
    
    Termination of Employment Contract
between the Company and Milton D. Kniss.
    
    10.24**
    
    Tatum, LLC Interim Engagement
Resource Agreement.
    
    10.25**
    
    Key Management Incentive Plan.
    
    10.26**
    
    Performance Share Award Agreement dated May 31, 2006.
    
    10.27
    
    $115,000,000 Senior Secured Super-priority Debtor In
Possession Revolving Credit Facilities and Guaranty Agreement,
dated as of November 30, 2006
    
    10.28
    
    Amendment No.1 and Waiver to the
Debtor In Possession Revolving Credit Facilities and Guaranty Agreement dated May 1, 2007.
    
    
 167




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##### Table of Contents



PageNumber inSequentialNumberingof all Form10-KandExhibitExhibit
    
    
    
    Pages10.29
    
    Amendment No.2 to the Debtor In
Possession Revolving Credit and Guaranty Credit Agreement,
incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the
SEC on July 6, 2007.
    
    *10.30
    
    $185,000,000 Senior Secured Super-priority Debtor In
Possession Term Loan and Guaranty Agreement, dated as of
October 31, 2006
    
    10.31
    
    Amendment to the Debtor In
Possession Term Loan and Guaranty Agreement dated November
30, 2006.
    
    10.32
    
    Amendment No.2 and Waiver to Debtor In
Possession Term Loan and Guaranty Agreement dated May 1, 2007.
    
    10.33
    
    Amendment No.3 to Debtor In
Possession Term Loan and Guaranty Agreement,
incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the
SEC on July 6, 2007.
    
    *12.1
    
    Statement of Computation of Ratio
of Earnings (Loss) to Fixed Charges.
    
    21.1
    
    Subsidiaries of Dura Automotive Systems, Inc.
    
    23.1
    
    Consent of Deloitte & Touche LLP filed herewith.
    
    31.1
    
    Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
    31.2
    
    Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    
    32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    
    32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    
    
 
 *
    
    Incorporated by reference.**
    
    Indicates compensatory arrangement. 168




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##### Table of Contents



SIGNATURES
  DURA AUTOMOTIVE SYSTEMS, INC.By
    /s/ Lawrence A. DentonLawrence A. Denton,Chairman of the Board of Directors,
President and Chief Executive Officer   Signature
    
    Title
    
    Date/s/ Lawrence A. Denton
    
    Chairman of the Board of
Directors, President and Chief
Executive Officer
(Principal Executive Officer)
    
    July 16, 2007Lawrence A. Denton/s/ Walter P. Czarnecki
    
    Director
    
    July 16, 2007Walter P. Czarnecki/s/ Jack K. Edwards
    
    Director
    
    July 16, 2007Jack K. Edwards/s/ James O. Futterknecht, Jr.
    
    Director
    
    July 16, 2007James O. Futterknecht, Jr./s/ Yousif B. Ghafari
    
    Director
    
    July 16, 2007Yousif B. Ghafari/s/ J. Richard Jones
    
    Director
    
    July 16, 2007J. Richard Jones/s/ Nick G. Preda
    
    Director
    
    July 16, 2007Nick G. Preda/s/ Ralph R. Whitney, Jr.
    
    Director
    
    July 16, 2007Ralph R. Whitney, Jr./s/ David L. Harbert
    
    Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
    
    July 16, 2007David L. Harbert
 169