<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

<TABLE>
<S>                                            <C>
          FOR THE FISCAL YEAR ENDED:                      COMMISSION FILE NUMBER:
              DECEMBER 31, 2000                                   0-21139
</TABLE>

                            ------------------------

                         DURA AUTOMOTIVE SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>

<S>                                            <C>
                   DELAWARE                                      38-3185711
           (STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NO.)
               4508 IDS CENTER
            MINNEAPOLIS, MINNESOTA                                 55402
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (612) 342-2311

                            ------------------------

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                 CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE

                            ------------------------

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     As of March 1, 2001, 14,359,754 shares of Class A Common Stock of the
Registrant were outstanding and the aggregate market value of the Class A Common
Stock of the Registrant (based upon the last reported sale price of the Common
Stock at that date by the Nasdaq National Market System), excluding shares owned
beneficially by affiliates, was approximately $113,331,000. In addition,
3,312,354 shares of Class B Common Stock of the Registrant were outstanding at
March 1, 2001.

     Information required by Items 10, 11, 12 and 13 of Part III of this Annual
Report on Form 10-K incorporates by reference information (to the extent
specific sections are referred to herein) from the Registrant's Proxy Statement
for its annual meeting to be held May 22, 2001 (the "2001 Proxy Statement").
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                         DURA AUTOMOTIVE SYSTEMS, INC.

                           ANNUAL REPORT ON FORM 10-K

                               TABLE OF CONTENTS

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<CAPTION>
                                                                          PAGE
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<S>         <C>                                                           <C>
PART I
  Item 1.   Business....................................................    3
  Item 2.   Properties..................................................   15
  Item 3.   Legal Proceedings...........................................   16
  Item 4.   Submission of Matters to a Vote of Security Holders.........   19

PART II
  Item 5.   Market for Registrant's Common Equity and Related
            Stockholder Matters.........................................   19
  Item 6.   Selected Financial Data.....................................   19
  Item 7.   Management's Discussion and Analysis of Results of
            Operations and Financial Condition..........................   20
  Item 7A.  Quantitative and Qualitative Disclosure about Market Risk...   25
  Item 8.   Financial Statements and Supplementary Data.................   25
  Item 9.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure....................................   59

PART III
  Item 10.  Directors and Executive Officers of the Registrant..........   59
  Item 11.  Executive Compensation......................................   61
  Item 12.  Security Ownership of Certain Beneficial Owners and
            Management..................................................   61
  Item 13.  Certain Relationships and Related Transactions..............   61

PART IV
  Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form
            8-K.........................................................   61
</TABLE>

                                        2
<PAGE>   3

                                     PART I

ITEM 1.  BUSINESS

(a) GENERAL DEVELOPMENT OF BUSINESS

  General

     Dura Automotive Systems, Inc. and its subsidiaries (collectively referred
to as "Dura") is the world's largest independent designer and manufacturer of
cockpit sub-systems for the global automotive industry. Dura is also a leading
global supplier of door modules, glass systems, seat mechanisms and structures,
and engineered assemblies. Dura's products include:

     - cockpit sub-systems -- light duty and heavy duty automotive cables,
       transmission gear shifter systems (manual and automatic), electronic &
       traditional park brake systems, adjustable and traditional pedal systems,
       electronic throttle controls, steering columns and components, cross car
       beams;

     - seat mechanisms -- 2, 4, 6 & 8-way power and manual seat adjusters,
       complete seat structures, seat recliner assemblies;

     - engineered assemblies -- underbody spare tire carriers, jacks and stowage
       systems, hood & tailgate latch systems, hood/deck and door hinges, engine
       control products, injection molded plastic products, thixomolded
       magnesium components;

     - glass systems -- glass encapsulated windows, manual and power backlite
       assemblies, roof & side trim, 1, 2 or 3-sided glass modules, liftgate
       modules, drop-door glass, hidden hardware glass, integrated greenhouse
       systems;

     - door modules -- door hardware modules, aluminum and steel body-in-white
       door structures, side impact beams, power and manual window lift systems,
       anti-pinch window systems;

     - mobile products -- components and systems for the recreational vehicle
       market including: water heaters, heating systems, cooking appliances,
       window systems, seating and doors, and other hardware.

     Dura sells its products to every major North American, Japanese and
European automotive Original Equipment Manufacturers ("OEMs"). Dura has 77
manufacturing and product development facilities located in the United States,
Australia, Brazil, Canada, Czech Republic, France, Germany, Mexico, Portugal,
Spain and the United Kingdom. Dura also has a presence in India, Japan and China
through alliances, joint ventures or technical licenses.

     The automotive components supply industry is undergoing significant
consolidation and globalization as OEMs continue to reduce their supplier base.
In order to lower costs and improve quality, OEMs are awarding sole-source
contracts to full-service suppliers who are able to supply larger portions of a
vehicle on a global basis. OEMs' criteria for supplier selection include not
only cost, quality and responsiveness, but also full-service design, engineering
and program management capabilities. OEMs are seeking suppliers capable of
providing complete systems and modules rather than suppliers who only provide
separate component parts. In addition, they require suppliers to have the
capability to design and manufacture their products in multiple geographic
markets.

     In response to these trends, Dura has pursued a disciplined acquisition
strategy that has provided a wider variety of product, manufacturing and
technical capabilities. Dura has broadened its geographic coverage and
strengthened its ability to supply products on a global basis. As a full-service
supplier with strong OEM relationships, Dura expects to continue to benefit from
the supply base consolidation trends.

     Dura's revenues have increased from $129.3 million in 1993 to $2.6 billion
in 2000, representing a compound annual growth rate of approximately 54%. Over
this same period, Dura's operating income margin has improved from 2.8% of
revenues to 7.1% of revenues. This is the result of Dura's aggressive
acquisition strategy, organic growth and disciplined manufacturing efficiency
and productivity initiatives related to both existing and acquired operations.

                                        3
<PAGE>   4

     Approximately 68% of Dura's 2000 revenues were generated from sales to
North American OEMs with its major customers being Ford, GM, DaimlerChrysler,
Toyota, Honda and Nissan. Dura manufactures products for many of the most
popular car, light truck and sport utility models, including all of the top ten
selling vehicles in North America in 2000: Ford Focus, Taurus, Explorer, Ranger
and F-Series pickup, the Silverado/Sierra GM pickup, the Dodge Ram pickup, the
Honda Accord and Civic, and the Toyota Camry. Approximately 30% of Dura's 2000
revenues were generated from sales to European OEMs including Volkswagen,
Mercedes, PSA (Peugeot and Citroen), BMW and Renault. Dura is generally the sole
supplier of the parts it sells to OEMs and will continue to supply parts for the
life of the model, which usually ranges from three to seven years.

  Industry Trends

     Dura's performance and growth is directly related to certain trends within
the automotive market. The consolidation of the component supply industry
includes the growth of system sourcing and the increase in global sourcing.

     Supplier Consolidation.  During the 1990s and continuing into 2000, OEMs
have continued to reduce their supplier base, awarding sole-source contracts to
full-service suppliers. As a result, OEMs currently work with a smaller number
of suppliers each of which supplies a greater proportion of the total vehicle.
These requirements can best be met by suppliers with sufficient size, geographic
scope and financial resources. This environment provides an opportunity to grow
by obtaining business previously provided by other non full-service suppliers
and by acquiring suppliers that further enhance product, manufacturing and
service capabilities. OEMs rigorously evaluate suppliers on the basis of product
quality, cost control, reliability of delivery, product design capability,
financial strength, new technology implementation, facilities and overall
management. Suppliers that obtain superior ratings are considered for new
business. Although these supplier policies have already resulted in significant
consolidation of component suppliers in certain segments, Dura believes that
opportunities exist for further consolidation within its segment. This is
particularly true in Europe, which has many suppliers with relatively small
market shares.

     System Sourcing.  OEMs increasingly seek suppliers capable of manufacturing
complete systems of a vehicle rather than suppliers who only produce individual
parts that comprise a system. By outsourcing complete systems, OEMs are able to
reduce their costs associated with the design and integration of different
components and improve quality by enabling their suppliers to assemble and test
major portions of the vehicle prior to beginning production. Dura has
capitalized on this trend by designing its mechanisms and cable systems to
function together and by providing mechanism and cable designs that are
integrated into the design of the entire vehicle.

     Module Sourcing of Interior Products.  As OEMs continually seek to reduce
their costs and asset base, they are increasingly relying on suppliers to
produce integrated modules. Modules, which differ from systems, are
sub-assemblies at a specific location in the vehicle that incorporates
components from various functional systems and are supplied to the OEM already
assembled. A system refers to a specific function within the vehicle that
incorporates components, which may be dispersed throughout the vehicle. Interior
modules or complete interiors can include the cockpit, seats, doors, door trim,
overhead, electronics and other components which represent a $130 to $140
billion annual global market.

     While current OEM purchasing strategies do not allow for single outsourcing
of interior mechanical assemblies, Dura believes that the trend toward module
outsourcing will change this environment. As a result, the buying power of
emerging interior suppliers will increase rapidly as sourcing responsibility is
delegated through modular outsourcing. This anticipated change in outsourcing
strategies will present Dura with significant opportunities to provide "one stop
shopping" of complete interior mechanisms.

     Global Sourcing.  Regions such as Asia, Latin America and Eastern Europe
are expected to experience significant growth in vehicle demand over the next
ten years. OEMs are positioning themselves to reach these emerging markets in a
cost-effective manner by seeking to design and produce "world cars" which can be
designed in one vehicle center but produced and sold in many different
geographic markets, thereby allowing OEMs to reduce design costs and take full
advantage of low-cost manufacturing locations. OEMs increasingly
                                        4
<PAGE>   5

are requiring their suppliers to have the capability to design and manufacture
their products in multiple geographic markets.

     Dura has over 40 manufacturing facilities outside the United States,
including locations in Australia, Brazil, Canada, Czech Republic, France,
Germany, Mexico, Portugal, Spain and the United Kingdom. In addition, Dura has
formed strategic alliances, which range from investments in other manufacturers
to informal understandings, which are designed to provide Dura access to new
customers and geographic markets including India, Japan, and China, and also the
capability of offering complementary products. Dura also has a co-located design
and development philosophy, which allows individual plant locations to optimize
product designs to coincide with Dura manufacturing processes. In support of
this philosophy, Dura has technical design and development capabilities on-site
at 30 locations globally. Dura has also relocated technical personnel resources
to locations in which OEMs will develop "world cars." By participating in the
design of these vehicles and through implementation of manufacturing processes
near the point of use, Dura believes it can continue to expand on its
international presence.

  Business Strategy

     Dura's primary business objective is to capitalize on the consolidation,
globalization and system sourcing trends in the automotive supply industry in
order to be the leading provider of the systems it supplies to OEMs worldwide.
The key elements of Dura's operating and growth strategies are as follows:

OPERATING STRATEGY

     Continuous Operational Improvements.  Dura continuously implements
strategic initiatives designed to improve product quality and reduce
manufacturing costs through the introduction of cellular manufacturing methods,
consolidation of manufacturing facilities, improvement in inventory management
and the reduction of waste. Manufacturing flexibility enables Dura's facilities
to produce systems in a cost-effective manner and strengthens Dura's ability to
meet the just-in-time and in-line sequence delivery schedules of many of its
customers. Dura utilizes a common set of key metrics used to measure actual
performance in comparison to standards and goals.

     Capitalize on Opportunities for Operating Synergies.  Dura's acquisitions
typically provide it with a number of opportunities to reduce costs and improve
operational efficiency. For example, the similarity of the manufacturing
processes and technical capabilities of Dura, Excel and Adwest has resulted in
significant cost savings and operating synergies. Immediately following the
execution of acquisition agreements, Dura establishes cross-functional teams
which identify synergies expected to be realized from consolidation of the
design, engineering and administrative functions, plant restructuring and
realignment and coordination of raw material purchases. The cross-functional
teams formulate an overall integration plan.

     Foster a Decentralized, Participatory Culture.  Dura's decentralized
approach to managing its manufacturing facilities encourages decision making and
employee participation in areas such as manufacturing processes and customer
service. This "team" approach fosters a unified culture and enhances
communication of strategic direction and goals, while facilitating a greater
success rate in reaching and exceeding its objectives. Dura provides
ownership-related incentives to not only its managers, but also to its salaried
and hourly employees, through grants under Dura's stock option plan and
participation in the employee stock discount purchase plan.

GROWTH STRATEGY

     Focus on Systems.  OEMs are increasingly seeking suppliers capable of
providing complete systems rather than suppliers who only provide separate
component parts. A key element of Dura's growth strategy has been to add to its
ability to provide complete systems to its OEM customers. Dura's past
acquisitions have significantly enhanced its ability to provide transmission
shifter systems and parking brake systems on a global basis and expanded its
product offerings by adding new product systems including window, door, and seat
systems.

                                        5
<PAGE>   6

     Increase Platform and Customer Penetration.  A key element of Dura's
strategy is to increase volume by adding new customers and to strengthen its
existing customer relationships by broadening its range of products through
internal development efforts and fill-in acquisitions. Dura's past acquisitions
have expanded its relationships with the North American and European OEMs. Dura
has also obtained significant firm orders on a number of new platforms for the
years 2001 through 2003 for incremental new business in North America and
Europe. Dura believes that its geographic diversity and product depth strengthen
its ability to pursue new vehicle platform contracts in the future.

     Extend Global Manufacturing Reach.  In 2000, over 70% of total worldwide
passenger vehicle production occurred outside North America. To meet OEMs'
increasing preference for suppliers with global capabilities, Dura has expanded
its manufacturing operations into new geographic markets through strategic
acquisitions and alliances. Consistent with this strategy, the following
acquisitions have enhanced Dura's ability to serve its customers globally: VOFA
Group (Germany, Spain), REOM Industries (Aust) Pty Ltd. (Australia), Trident
Automotive plc (Brazil, Canada, France, Germany, U.K.), Pollone, S.A. (Brazil),
Excel Industries, Inc. (Czech Republic, Germany, Mexico, Portugal, Spain, U.K.),
Adwest Automotive plc (France, Germany, India, Spain, U.K.), Metallifacture
Limited (U.K.) and Reiche GmbH & Co. KG Automotive Components (Germany). In
addition, this strategy has provided Dura the capability to design, develop and
produce components and systems for the growing market of global platforms or
world cars. Dura has either been awarded or is currently developing products for
several global platforms such as the next Ford Focus, GM Epsilon, Opel/Fiat
Gamma, etc. Increased international sales will also allow Dura to mitigate the
effects of cyclical downturns in a given geographic region and further diversify
its OEM customer base.

     Pursue Strategic Acquisitions and Alliances.  Dura competes in six product
categories worldwide: cockpit sub-systems, seat mechanisms, engineered
assemblies, glass systems, door modules and mobile products. Dura believes the
North American and European market for these products is approximately $25 to
$30 billion in size and is also highly fragmented, which provides numerous
potential opportunities. Dura's management has substantial experience in
completing and integrating acquisitions within the automobile parts industry and
believes that this experience will help it select and pursue acquisition and
alliance opportunities that meet Dura's criteria of: (1) providing additional
and complementary product, manufacturing and technical capabilities; (2)
broadening its geographic coverage and strengthening its ability to supply
products on a global basis; (3) increasing both the number of models for which
Dura supplies products and the content level on existing models; and (4)
increasing Dura's customer penetration.

COMPANY HISTORY

     Dura Automotive Systems, Inc. is a holding company whose predecessor was
formed by Hidden Creek Industries ("Hidden Creek"), Onex DHC LLC (together with
its affiliates, "Onex"), J2R Corporation ("J2R") and certain others for the
purpose of acquiring the Dura Automotive Hardware and Mechanical Components
divisions of Wickes Manufacturing Company ("Wickes") in November 1990. In August
1994, Dura entered into a transaction that combined the operations of Dura's
operating subsidiary, Dura Operating Corp. ("Dura"), with the automotive parking
brake and cable business and light duty cable business (the "Brake and Cable
Business") of Alkin Co. ("Alkin").

     Since the completion of the acquisition of the Brake and Cable Business,
Dura has successfully completed the following strategic acquisitions and joint
venture:

     - In August 1996, Dura formed a joint venture with Excel Industries, Inc.
       ("Excel") to participate equally in the acquisition of a 25.5% interest
       in Pollone S.A. ("Pollone"), a manufacturer of automotive components and
       mechanical assemblies headquartered in Sao Paulo, Brazil, for $5 million
       in total. The joint venture also loaned Pollone an additional $10.5
       million pursuant to notes which were convertible into equity of Pollone
       at the joint venture's option. In January 1998, the joint venture
       increased its interest in Pollone to 51.0% through the conversion of
       certain of these notes. As a result of Dura's March 1999 acquisition of
       Excel, Dura began consolidating Pollone's financial results. In January
       2000, Dura acquired the remaining ownership interest in Pollone. This
       investment provided Dura with a manufacturing presence in South America.

                                        6
<PAGE>   7

     - In October 1996, Dura acquired the parking brake business of Rockwell
       Light Vehicle Systems France S.A. for approximately $3.8 million. The
       parking brake business, which was operated from a facility in Cluses,
       France, added a manufacturing presence in Europe and PSA (Peugeot and
       Citroen) and Renault as customers.

     - In December 1996, Dura acquired KPI Automotive Group ("KPI") from Sparton
       Corporation for approximately $78.8 million. KPI manufactures shifter
       systems, parking brake mechanisms, brake pedals and underbody tire
       carriers for the North American automotive industry from facilities in
       Indiana and Michigan. The acquisition added significant market
       penetration in console-based shifter systems, increased platform content
       and added a significant new product line in underbody tire carriers.

     - In January 1997, Dura acquired the VOFA Group ("VOFA") for approximately
       $38.0 million in cash and assumed indebtedness, plus contingent payments.
       VOFA designs and manufactures shifter cables, brake cables and other
       light duty cables for the European automotive and industrial markets from
       facilities in Dusseldorf, Gehren and Daun, Germany and Barcelona, Spain.
       The acquisition added new customers such as Mercedes, Volkswagen and BMW,
       providing a strong European position. This established Dura's cable
       manufacturing capabilities globally.

     - In May 1997, Dura acquired the automotive parking brake business from
       Excel for approximately $2.9 million. The acquisition increased Dura's
       penetration of the parking brake market and expanded Dura's relationship
       with DaimlerChrysler.

     - In August 1997, Dura acquired GT Automotive Systems, Inc. ("GT
       Automotive") for approximately $45.0 million in cash and assumed
       indebtedness, plus contingent payments. GT Automotive designs and
       manufactures column-mounted shifter systems and turn signal and tilt
       lever assemblies for North American OEMs. At the time of the acquisition,
       GT Automotive had a substantial share of the North American column-based
       shifter market. The acquisition of GT Automotive, combined with Dura's
       existing position in console-based shifter systems, increased Dura's
       share of the North American shifter market to the leading position. In
       addition, the acquisition added Nissan as a customer.

     - In December 1997, Dura purchased approximately 19% of the outstanding
       common stock of Thixotech Inc. ("Thixotech") for approximately $0.5
       million. Dura also loaned Thixotech an additional $2.8 million pursuant
       to notes which were convertible into additional common stock of Thixotech
       at Dura's option. During 1998 and 1999, Dura purchased approximately $4.2
       million of 5% convertible preferred stock of Thixotech. In addition, Dura
       guaranteed approximately $1.5 million of Thixotech capital lease
       financing. In January 2000, Dura exercised its conversion rights under
       the notes discussed above, becoming the majority owner of Thixotech.

     - In December 1997, Dura acquired REOM Industries ("REOM"), an Australian
       designer and manufacturer of jacks and parking brakes, for approximately
       $3.7 million. The acquisition added market penetration in parking brakes,
       a new product (jacks) and established a presence in the Pacific Rim.

     - In March 1998, Dura acquired Universal Tool and Stamping Co., Inc., a
       manufacturer of jacks for the North American automotive industry, for
       approximately $19.5 million. Universal had 1997 revenues of approximately
       $37.0 million. Universal's customers include General Motors, Ford and
       Honda. The acquisition provided Dura with a market presence for jacks in
       North America and added Honda as a significant new customer.

     - In April 1998, Dura acquired all of the outstanding equity interests of
       Trident Automotive plc ("Trident"). Trident had revenues of approximately
       $300 million in 1997, of which 69% was derived from sales of cable
       assemblies, principally to the automotive OEM market, and the balance
       from door handle assemblies, lighting and other products. Approximately
       68% of Trident's revenues were generated in North America, 27% in Europe
       and the remainder in Latin America. Trident had manufacturing and
       technical facilities in Michigan, Tennessee, Arkansas, Canada, the United
       Kingdom, Germany, France and Brazil. Pursuant to the terms of the
       agreement, Dura acquired all of the outstanding equity interests of
       Trident for total consideration of $93.2 million in cash. In addition,
                                        7
<PAGE>   8

       Dura assumed $75.0 million of Trident's outstanding 10% Senior
       Subordinated Notes due 2005. Dura also repaid Trident's outstanding
       senior indebtedness of approximately $53.0 million.

     - In August 1998, Dura acquired the hinge business from Tower Automotive,
       Inc. ("Hinge Business") for approximately $37.3 million. The Hinge
       Business had annual revenues of approximately $50.0 million and
       manufactures automotive hood and deck lid hinges.

     - In March 1999, Dura acquired Excel for approximately $155.5 million in
       cash, 4.9 million shares of Dura Class A Common Stock and the assumption
       of $164.3 million in indebtedness. Excel designs and manufactures window,
       door and seating systems for the automotive, recreational vehicle, heavy
       truck and mass transit markets and appliances and hardware for the
       recreational vehicle market. Excel also manufactures decorative trim for
       the automotive market and complex injection molded parts for the consumer
       and industrial markets. Revenues for 1998 were approximately $1.1
       billion. The acquisition of Excel provided Dura with new, value-added
       product lines and strengthened Dura's relationship with important
       customers such as Ford, DaimlerChrysler, Volkswagen and BMW.

     - In March 1999, Dura acquired Adwest Automotive plc ("Adwest"), for $213.9
       million in cash and the assumption of $106.1 million in indebtedness.
       Adwest designs and manufactures driver control mechanisms, engine control
       products and automotive cable primarily for the European automotive
       market and had annual revenues of $400 million. The acquisition of Adwest
       provided Dura with substantial driver control mechanism design and
       production capability in Europe and broadened Dura's dealings with
       customers such as Volkswagen, BMW, Ford, GM, Peugeot and Renault.

     - In June 1999, Dura acquired Metallifacture Limited ("Metallifacture")
       from Bullough plc. Metallifacture, located in Nottingham, England, is a
       manufacturer of jacks and tire carriers for the European automotive
       industry. It had revenues of approximately $25 million and its major
       customers include Ford, General Motors, Rover, Nissan and Volkswagen.

     - In November 1999, Dura acquired the seat adjusting business of Meritor
       Automotive, Inc. ("Meritor") for total cash consideration of $130
       million. Meritor's seat track business manufactures seat track adjusting
       mechanisms for the North American automotive industry. Meritor, with
       operations in Bracebridge, Ontario and Gordonsville, Tennessee, had
       revenues of approximately $130 million and is a Tier II supplier to Lear
       Corporation and other automotive interior suppliers.

     - In January 2000, Dura purchased the Jack Division of Ausco Products, Inc.
       ("Ausco") for total cash consideration of $9 million. Ausco, with
       operations in Benton Harbor, Michigan, produces automotive jacks
       primarily for North American OEMs and has revenues of approximately $13
       million.

     - In June 2000, Dura increased its ownership interest in a previously
       majority owned subsidiary by acquiring the remaining outstanding
       interests in Bowden TSK ("Bowden"). Bowden, located in the U.K., produces
       automotive cables for European OEMs.

     - In November 2000, Dura acquired Reiche GmbH & Co. KG Automotive
       Components ("Reiche"), a manufacturer of steering columns for total
       consideration of $20 million. Reiche, located in Germany, manufactures
       steering columns and steering column components for European and North
       American OEMs.

  Products

     Dura is the world's largest independent designer and manufacturer of
cockpit sub-systems for the global automotive industry. Dura is also a leading
global supplier of door modules, glass systems, seat mechanisms and engineered
assemblies.

     Although a portion of Dura's products are sold directly to OEMs as finished
components, Dura uses most of its products to produce "systems" or "subsystems,"
which are groups of component parts located throughout the vehicle which operate
together to provide a specific vehicle function. Systems currently produced by
Dura include glass, door, pedal, park brake, transmission shift, seat adjusting,
latch, and engine control.
                                        8
<PAGE>   9

     A brief summary of each of Dura's principal product categories is set forth
below:

<TABLE>
<CAPTION>
PRODUCT CATEGORY                                            DESCRIPTION
----------------                                            -----------
<S>                                    <C>
Cockpit Sub-Systems..................  Light duty and heavy duty automotive cables,
                                       transmission gear shifter systems (manual and
                                       automatic), electronic & traditional park brake
                                       systems, adjustable and traditional pedal systems,
                                       electronic throttle controls, steering columns and
                                       components, cross car beams
Seating Mechanisms...................  2, 4, 6 & 8-way power and manual seat adjusters,
                                       complete seat structures, seat recliner assemblies
Engineered Assemblies................  Underbody spare tire carriers, jacks and stowage
                                       systems, hood & deck hinges, door & liftgate hinges,
                                       hood and tailgate latch systems, injection molded
                                       plastic products, thixomolded magnesium components,
                                       and engine control products (engine thermostats,
                                       radiator caps and fuel caps)
Glass Systems........................  Various types of automotive glass such as side
                                       quarter, vent, and rear windows, drop/door glass,
                                       manual and power backlite for pickup trucks, hidden
                                       hardware glass, liftgate modules, roof and side trim
Door Modules.........................  Door hardware modules, door frames and components,
                                       body-in-white door structures, side impact beams,
                                       window lift systems, and other related components
Mobile Products......................  Recreational vehicle appliances (water heaters,
                                       furnaces, stoves and ranges), seat frames and
                                       mechanisms, door assemblies, window systems and other
                                       hardware
</TABLE>

     The following table sets forth the approximate composition by product
category of Dura's revenues for the last three fiscal years:

<TABLE>
<CAPTION>
                                                                   YEAR ENDED
                                                                  DECEMBER 31,
                                                              --------------------
PRODUCT CATEGORY                                              2000    1999    1998
----------------                                              ----    ----    ----
<S>                                                           <C>     <C>     <C>
Cockpit Sub-Systems.........................................   35%     43%     73%
Seating Mechanisms..........................................   13%      6%     --
Engineered Assemblies.......................................   13%     13%     27%
Glass Systems...............................................   14%     13%     --
Door Modules................................................   19%     19%     --
Mobile Products.............................................    6%      6%     --
                                                              ---     ---     ---
     Total..................................................  100%    100%    100%
                                                              ===     ===     ===
</TABLE>

CUSTOMERS AND MARKETING

     The North American automotive market is dominated by GM, Ford and
DaimlerChrysler, with Japanese and foreign manufacturers accounting for
approximately 23% of the market in 2000. In North America, Dura supplies its
products primarily to Ford, GM, DaimlerChrysler and Toyota. As a result of past
acquisitions, Dura has further expanded its global presence and has added new
customers and increased penetration into certain existing customers such as
Volkswagen and BMW. Dura also sells certain of its automotive products to other
Tier 1 suppliers, such as Lear Corporation and Johnson Controls Inc.

                                        9
<PAGE>   10

     In 2000, approximately 70% of total worldwide light vehicle production
occurred outside of North America. Dura derives a significant amount of its
revenues from sales to OEMs located outside of North America. Set forth below is
a summary of Dura's sales by geographic region for 2000, 1999 and 1998:

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                              -------------------------
REGION                                                        2000      1999      1998
------                                                        -----     -----     -----
<S>                                                           <C>       <C>       <C>
North America...............................................    68%       68%       77%
Europe......................................................    30%       31%       20%
Other.......................................................     2%        1%        3%
                                                               ---       ---       ---
     Total..................................................   100%      100%      100%
                                                               ===       ===       ===
</TABLE>

     The following is a summary of the significant customers of Dura for each of
the last three fiscal years:

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                              -------------------------
CUSTOMER                                                      2000      1999      1998
--------                                                      -----     -----     -----
<S>                                                           <C>       <C>       <C>
Ford/Jaguar.................................................    26%       26%       36%
GM..........................................................    13%       15%       23%
DaimlerChrysler.............................................    10%       11%       15%
Lear........................................................    10%        3%       --
Volkswagen..................................................     7%        7%        4%
BMW.........................................................     3%        4%        2%
PSA (Peugeot and Citroen)...................................     3%        3%        3%
JCI.........................................................     2%        1%       --
Renault.....................................................     2%        2%        1%
Toyota......................................................     1%        2%        4%
Nissan......................................................     1%        2%       --
Honda.......................................................     1%        1%        2%
Other.......................................................    21%       23%       10%
                                                               ---       ---       ---
     Total..................................................   100%      100%      100%
                                                               ===       ===       ===
</TABLE>

     Dura's customers award contracts for a particular car platform, which may
include more than one car model. Such contracts range from one year to the life
of the models, which is generally three to seven years, and do not require the
purchase by the customer of any minimum number of parts. Dura also competes for
new business to supply parts for successor models. Because Dura supplies parts
for a broad cross-section of both new and mature models, its reliance on any
particular model is minimized. Dura manufactures products for many of the most
popular car, light truck, sport utility and mini-van models in North America and
Europe.

     Major customers for Dura's mobile products include Fleetwood Enterprises,
Winnebago, Damon, Jayco, Thor, Coachmen, Motor Coach Industries and Navistar
International Corporation. Separate sales and engineering groups are located in
Rockford, Illinois and Elkhart, Indiana to service these customers. Similar to
the automotive industry, customers in the mobile products market generally issue
purchase orders for products on an annual basis and periodically issue releases
against those purchase orders. Accordingly, this market does not have a
significant backlog of orders at any particular time.

     Dura's sales and marketing efforts are designed to create overall awareness
of its engineering, design and manufacturing capabilities and to have Dura
considered and selected to supply its products for new and redesigned models of
its OEM customers. Dura's sales and marketing staff works closely with Dura's
design and engineering personnel to prepare the materials used for bidding on
new business as well as to provide a consistent interface between Dura and its
key customers. Most of Dura's sales and marketing personnel have engineering
backgrounds which enable them to understand and participate in the design and
engineering aspects of acquiring new business as well as ongoing customer
service. Dura currently has sales and marketing personnel located in every major
region in which it operates. From time to time, Dura also participates in
industry trade shows and advertises in industry publications.
                                        10
<PAGE>   11

  Design and Engineering Support

     Dura believes that engineering service and support are key factors in
successfully obtaining new business. Dura utilizes program management with
customer-dedicated program teams, which have full design, development, test and
commercial issues under the operational control of a single manager. In
addition, Dura has established cross-functional teams for each new program to
ensure efficient product development from program conception through product
launch.

     Dura has a co-located design and development philosophy, which allows
individual plant locations to optimize product designs to coincide with Dura
manufacturing processes. In support of this philosophy, Dura has technical
design & development capabilities on-site at 30 locations globally. A separate
advanced technology group has been established to maintain Dura's position as a
technology leader. The advanced technology group has developed many innovative
features in Dura's products, including many features that were developed in
conjunction with Dura's customers. Dura utilizes computer aided designs ("CAD")
in the design process, which enables Dura to share data files with its customers
via compatible systems during the design stage, thereby improving function, fit
and performance within the total vehicle. Dura also utilizes CAD links with its
manufacturing engineers to enhance manufacturability and quality of the designs
early in the development process.

     Dura has approximately 317 patents granted or in the application process.
The patents granted expire over several years beginning in 2001. Although Dura
believes that, taken together, the patents are significant, the loss or
expiration of any particular patent would not be material to Dura.

  Manufacturing

     Dura employs a number of different manufacturing processes. Dura primarily
utilizes flexible manufacturing cells in both the mechanism and cable assembly
processes. Manufacturing cells are clusters of individual manufacturing
operations and work stations grouped in a circular configuration, with the
operators placed centrally within the configuration. This provides flexibility
by allowing efficient changes to the number of operations each operator
performs. When compared to the more traditional, less flexible assembly line
process, cell manufacturing allows Dura to maintain its product output
consistent with its customers' requirements and reduce the level of inventory.

     Assemblies such as seat systems, jacks, parking brake levers, gear shifters
and latches consist of between five and 50 individual components, which are
attached to form an integrated mechanism. Although these assembly operations are
generally performed in manufacturing cells, high-volume, automated assembly
machines are employed where appropriate. The assembly operations construct the
final product through hot or cold forging machines, plastic injection molding,
welding, staking and riveting the component parts. A large portion of the
component parts are purchased from Dura's outside suppliers. However, Dura
manufactures its own stampings, a process that consists of passing sheet metal
through dies in a stamping press to form the metal into three-dimensional parts.
Dura produces stamped parts using single-stage and progressive dies in presses,
which range in size from 150 to 600 tons. Through continuous improvement teams,
which stress employee involvement, manufacturing processes are regularly
upgraded to increase flexibility, improve operating safety and minimize
changeover times of the dies and fixtures.

     Dura's door systems and body components use similar processes coupled with
roll forming and stretch bending. Roll forming is a continuous process in which
coiled steel is passed through a series of rollers which progressively form the
metal into a consistently shaped section. When viewed from one end, the profile
may be u-shaped for glass channels and roof rails. More complex shapes are
processed for upper door profiles. Stretch bending involves clamping a length of
the rolled profile at numerous points and then twisting or bending the metal to
form contoured surfaces, such as door frames. Door and body components also
require welding, grinding and polishing operations to provide a smooth finish.

     Cables are manufactured using a variety of processes, including plastic
injection molding, extrusion, wire flattening, spring making and zinc
diecasting. Wire is purchased from outside suppliers and then woven into
contra-twisted layers on tubular stranders and bunching machines to produce up
to 19-wire stranded cable.

                                        11
<PAGE>   12

Corrosion resistance is provided by a proprietary, ceramic coating applied
during the stranding process. The cable then is plastic-coated by an extrusion
process to provide a smooth, low coefficient surface that results in high
efficiency and durability. Conduit is then produced by flattening and coiling
wire, which is then extruded with a protective coating. Proprietary strand and
conduit cutting machines enable efficient processing. Assembly operations are
arranged in cells to minimize inventory, improve quality, reduce scrap, improve
productivity and enhance employee involvement. The cables are assembled with
various attachments and end fittings that allow the customer to install the
cables to the appropriate mating mechanisms.

     Dura's window systems broadly include two categories of products:
mechanically framed glass and molded framed glass. Mechanically framed glass
products are produced by putting glass panes through a series of processes,
which include adding handles, hinges, aluminum and steel based edge frame
assemblies, electrical connectors and fasteners. The production of molded framed
glass products involves two primary molding media: RIM (Reaction Injection
Molding: Polyurethane) and PVC (Poly Vinyl Chloride). Both media provide a
"surround" to the glass panes that incorporates the styling, sealing and
mechanical attachment features of the product. Dura's ability to utilize either
media provides OEMs with the maximum advantage in terms of cost, styling
imperatives and robustness. The glass panes used in the production of Dura's
window systems are purchased from outside suppliers.

     Dura's injection molded plastic parts are manufactured through injection
molding of a variety of resins on molding machines of various sizes and types.
Some of the more complex processes involve insert molding of metal components.

     Dura utilizes frequent communication meetings at all levels of
manufacturing to provide training and instruction as well as to assure a
cohesive, focused effort toward common goals. Dura encourages employee
involvement in all aspects of its' business and views such involvement as a key
element in its success. Dura also aggressively pursues involvement from its
suppliers, which is necessary to assure a consistent high quality and on time
delivery of raw materials and components. Where practical, Dura utilizes
component suppliers in the design and prototype stages of the new product
development to facilitate the most comprehensive, state-of-the-art designs
available. Dura has made substantial investments in manufacturing technology and
product design capability to support its products. This includes modern
manufacturing equipment, fineblanking, sophisticated CAD systems and
highly-trained engineering personnel. These advanced capabilities enable Dura to
deliver superior product quality at globally competitive prices.

     The automotive industry has adopted a rigorous quality rating system known
as QS-9000. Suppliers must be certified QS-9000 compliant by independent
auditors as a condition of doing business with automotive customers. Dura has
received QS-9000 certification at all of its facilities and maintains this
status by demonstrating continuous improvement in manufacturing capability and
support processes.

     Dura's plants have been recognized by its customers with various awards,
such as the DaimlerChrysler Gold Pentastar Award, GM Target for Excellence,
Nummi Delivery Performance Award and Isuzu Quality Achievement Award. Dura has
also received an "A" rating at Peugeot and Renault. Dura has received Ford Q-1
certification at all facilities shipping current model Ford product.

  Competition

     Dura operates in a highly competitive environment. Dura principally
competes for new business at the beginning of the development of new models and
upon the redesign of existing models. New model development generally begins two
to five years before marketing of such models to the public. Once a producer has
been designated to supply parts for a new program, an OEM usually will continue
to purchase those parts from the designated producer for the life of the
program, although not necessarily for a redesign. Competitive factors in the
market for Dura's products include product quality and reliability, cost, timely
delivery, technical expertise and development capability, new product innovation
and customer service. The number of Dura's competitors has decreased due to the
supplier consolidation resulting from changing OEM policies. Some of our
competitors have substantial size, scale and financial resources.

                                        12
<PAGE>   13

     In addition, there is substantial and continuing pressure at the OEMs to
reduce costs, including the cost of products purchased from outside suppliers
such as Dura. Historically, Dura has been able to generate sufficient production
cost savings to offset these price reductions.

     Dura is the world's largest independent designer and manufacturer of
cockpit sub-systems for the global automotive industry. Dura is also a leading
global supplier of seat mechanisms, engineered assemblies, glass systems, and
door modules. Set forth below is a brief summary of Dura's most significant
competitors in several major product categories:

        1) Cockpit Sub-Systems:

          Automotive Cables.  Dura is the leading producer of automotive cables
     in both North American and Europe. Major competitors include Teleflex
     Incorporated ("Teleflex") and Hi-Lex Corporation ("Hi-Lex") in North
     America and Kuester & Co. GmbH, Ficosa International, S.A. ("Ficosa") and
     Sila Holding Industriale ("Sila") in Europe.

          Parking Brakes.  Dura is the leading producer of park brakes in North
     America with four competitors dividing the remaining market share, Ventra
     Group, Inc. ("Ventra"), Magna International Inc. ("Magna"), Ficosa and
     Aisin Seiki. Dura's competitors in Europe include Scharwaechter GmbH & Co.
     ("Edscha"), Ficosa and Aries Industries.

          Transmission Shifters.  Dura is the leading producer of transmission
     shifters in North America, with its only significant competitor being Grand
     Haven Stamped Products. Dura has three competitors in Europe, Teleflex,
     Ficosa, and Sila.

          Pedal Systems.  Dura's primary competitors in pedal systems are
     Teleflex, KSR and Williams in North America. The European market is much
     more fragmented with several players, Dura, Lunke/ Ventra, Edscha, Sofedit,
     Batz, Teleflex and more, all competing against captive or in-house OEM
     operations.

          2) Seat Mechanisms:  Dura's primary competitors in seat adjusters are
     Lear Corporation, Magna, Johnson Controls, Inc., and Faurecia in North
     America and Faurecia, Brose, C. Rob Hammerstein GmbH & Co. KG, Lear
     Corporation, Johnson Controls, Inc. and Keiper Recaro GmbH & Co. in Europe.

        3) Engineered Assemblies:

          Hood Latches.  Dura is the number one producer of hood latches in
     North America with only one other major competitor, Magna.

          Jacks.  There are only two major jack suppliers in North America, Dura
     and Ventra. Dura and Ventra are the two largest competitors in Europe with
     Batz, Bilstein and Storz sharing the remaining market.

          Tire Carriers.  Leading the North American market for tire carriers,
     Dura's primary competitors include Edscha (JAG), Deuer, and Fabco (Krupp).
     Dura enjoys the largest share of the market in Europe which has three other
     players Jackson, Deuer and Fabco (Krupp).

          4) Glass Systems:  Dura's primary competitors in window systems are
     Donnelly Corporation, Libbey-Owens Ford Co., PPG Inc. and Guardian
     Industries, Inc. in North America and Sekurit and Pilkington in Europe.

          5) Door Modules:  In this product group, Dura competes in door modules
     and window lift systems as well as other product areas. The primary
     competitors for door modules in North America and Europe include Brose
     Fahrzeagteile Glaswerke GmbH & Co. ("Brose"), Delphi, ArvinMeritor, Magna,
     Matra and Wagon and for window lift systems in North America, Dura competes
     with ArvinMeritor, Brose, Hi-Lex, Magna and Peregrine Inc.

                                        13
<PAGE>   14

          6) Mobile Products:  Dura's primary competitors in the recreational
     vehicle mobile products group include Suburban Manufacturing Company,
     Maytag Appliances/Magic Chef RV Products, The Hammerblow Corporation and
     Hehr International, Inc.

  Suppliers and Raw Materials

     Dura's principal raw materials include (1) coil steel and resin in
mechanism production, (2) metal wire and resin in cable production, (3) glass in
window systems, and (4) resins in automotive plastic production. Dura does not
manufacture or sell primary glass. The types of steel Dura purchases include hot
and cold rolled, galvanized, organically coated and aluminized steel. In
general, the wire used by Dura is produced from steel with many of the same
characteristics with the exception that it has a higher carbon content. Dura
utilizes plastic resin to produce the protective coating for cables and
transmission shifter components, as well as injection molded plastic parts. Dura
employs just-in-time manufacturing and sourcing systems enabling it to meet
customer requirements for faster deliveries while minimizing its need to carry
significant inventory levels. Dura has not experienced any significant shortages
of raw materials and normally does not carry inventories of raw materials or
finished products in excess of those reasonably required to meet production and
shipping schedules.

     Dura typically negotiates blanket purchase orders or 12-month supply
agreements with integrated steel suppliers, mini-mills and service centers that
have demonstrated timely delivery, quality steel and competitive prices. These
relationships allow Dura to order precise quantities and types of steel for
delivery on short notice, thereby permitting Dura to maintain low inventories.
In addition, Dura occasionally "spot buys" steel from service centers to meet
customer demand, engineering changes or new part tool trials.

     Other raw materials purchased by Dura include dies, motors, fasteners,
springs, rivets and rubber products, all of which are available from numerous
sources.

  Seasonality

     A significant portion of Dura's business is directly related to automotive
sales and production by its customers, which is highly cyclical and depends on
general economic conditions, consumer spending and preferences. Any significant
reduction in automotive production and sales by Dura's customers would have a
material adverse effect on its business. The North American automotive market,
Dura's largest market, has recently experienced a downturn in new vehicle sales,
a build-up in inventories and a reduction in production volumes. As such, Dura's
sales have declined in line with reduced volumes. To offset the reduction in
production volumes, Dura is accelerating its structural cost reduction efforts.

     Dura has operations in every major region of the world and economic
conditions in these regions often differ, which may have varying effects on its
business. The recent downward trend of the euro relative to the U.S. dollar has
resulted in a negative impact to Dura's results of operations.

     Dura's business is moderately seasonal as its primary North American
customers historically halt operations for approximately two weeks in July and
approximately one-week in December and its European customers generally reduce
production during the month of August. In addition, third quarter automotive
production is traditionally lower as new models enter production. Accordingly,
third and fourth quarter results may reflect this cyclicality.

  Employees

     As of December 31, 2000, Dura employed approximately 12,000 people in North
America, 9,000 in Europe and 2,000 in other regions of the world. A substantial
number of Dura's employees are members of unions. Dura has collective bargaining
agreements with several unions including: the UAW; the CAW; the International
Brotherhood of Teamsters; and the International Association of Machinists and
Aerospace Workers. Virtually all of Dura's unionized facilities in the United
States and Canada have a separate contract with the union which represents the
workers employed there, with each such contract having an expiration date
independent of its other labor contracts. The majority of Dura's European and
Mexican employees are

                                        14
<PAGE>   15

members of industrial trade union organizations and confederations within their
respective countries. Many of these organizations and confederations operate
under national contracts, which are not specific to any one employer. Although
Dura believes that its relationship with its union employees is generally good,
there can be no assurance that Dura will be able to negotiate new agreements on
favorable terms. In the event Dura is unsuccessful in negotiating new
agreements, these facilities could be subject to work stoppages, which could
have a material adverse effect on the operations of Dura.

(b) SAFE HARBOR PROVISIONS

     Forward-looking statements included in this Form 10-K are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. There are certain important factors that could cause future results to
differ materially from those that might be anticipated based on some of the
statements made in this report. Investors are cautioned that all forward-looking
statements involve risks and uncertainty. Actual results may differ materially
from those in forward-looking statements as a result of various factors
including, but not limited to:

     - RELIANCE ON MAJOR CUSTOMERS.  Dura's largest customers, Ford, GM,
       DaimlerChrysler and Lear, represented approximately 26%, 13%, 10% and
       10%, respectively, of Dura's 2000 revenues. The loss of Ford, GM,
       DaimlerChrysler, Lear or any of Dura's other significant customers could
       have a material adverse effect on Dura.

     - INDUSTRY CYCLICALITY AND SEASONALITY.  The automotive market is highly
       cyclical and is dependent on consumer spending. The automotive industry
       is currently experiencing a downturn in consumer demand. Economic factors
       adversely affecting automotive production and consumer spending could
       adversely impact Dura.

     - FAILURE TO OBTAIN BUSINESS RELATED TO NEW AND REDESIGNED MODEL
       INTRODUCTIONS.  The failure of Dura to obtain new business on new models
       or to retain or increase business on redesigned existing models could
       adversely affect Dura.

     - PRODUCT LIABILITY EXPOSURE.  Dura faces an inherent business risk of
       exposure to product liability claims from its customers and consumers in
       the event that its products fail to perform to specifications or result
       in personal injury or death, and there can be no assurance that Dura will
       not experience material product liability losses in the future.

ITEM 2.  PROPERTIES

     Dura's corporate office is located in Minneapolis, Minnesota and occupies
approximately 5,700 square feet. Dura's operating headquarters is located in
Rochester Hills, Michigan and occupies two facilities totaling approximately
100,000 square feet, a portion of which is used for product development
activities. All three of these facilities are leased.

     Dura believes that the productive capacity and utilization of its
facilities is sufficient to allow Dura to conduct its operations in accordance
with its business strategy. All of Dura's owned facilities are subject to

                                        15
<PAGE>   16

liens under its Credit Agreement. The following table shows the principal
facilities of Dura as of December 31, 2000:

<TABLE>
<CAPTION>
                                                    NUMBER OF
COUNTRY                                               SITES
-------                                             ---------
<S>                                                 <C>
Australia.........................................      1
Brazil............................................      2
Canada............................................      5
Czech Republic....................................      1
France............................................      7
Germany...........................................     10
Mexico............................................      2
Portugal..........................................      2
Spain.............................................      2
United Kingdom....................................      9
United States.....................................     36
                                                       --
     Total........................................     77
                                                       ==
</TABLE>

     Dura's manufacturing facilities have a combined square footage in excess of
8,900,000, approximately 72% of which is owned and approximately 28% is leased.
To increase efficiency, Dura expects to consolidate the operations of certain of
its manufacturing facilities and technical centers over the next twelve months.

     In some cases, several of Dura's manufacturing sites, technical centers
and/or product development centers and sales activity offices are located at a
single multi-purpose site. As of December 31, 2000, Dura had an aggregate of 30
sites globally that contain technical design & development capabilities.

     Management believes that substantially all of its property and equipment is
in good condition and that it has sufficient capacity to meet its current
manufacturing needs. Utilization of Dura's facilities varies with North American
and European light vehicle production and general economic conditions in such
regions.

ITEM 3.  LEGAL PROCEEDINGS

     Dura is involved in routine litigation incidental to the conduct of its
business. Dura does not believe that any litigation to which it is currently a
party will have a material adverse effect on its business or financial
condition.

     In late 1994, Ford issued a recall of a series of manual transmission Ford
F-Series pickups to repair the self-adjust parking brakes originally
manufactured by the Brake and Cable Business. The type of alleged failures that
prompted the F-Series recalls have led to a number of claims and lawsuits filed
against Ford, one of which culminated in a July 1998 award of punitive damages
against Ford of more than $151 million (which has subsequently been reduced on
appeal to $69 million) and Ford is appealing the decision. Dura may be subject
to claims brought directly against Dura by injured occupants of Ford vehicles
and to claims for contribution or indemnification asserted by Ford. The
agreement relating to the acquisition of the Brake and Cable Business provided
that Dura is liable for claims arising out of accidents that take place on or
after August 31, 1994 and that Dura will be liable for other claims only to the
extent any losses by Alkin relating to such claims are not paid by Alkin's
insurance policies (either because they are not over the deductible amount,
because Alkin's policy limits have been exceeded or because they are not covered
by Alkin's insurance policies for other reasons). Dura is not presently aware of
any other open self-adjusting parking brake claims against Ford with respect to
which Ford may elect to seek contribution from Dura. Dura has attempted to work
with Ford to address the claims arising from the self-adjusting parking brakes
and does not believe that these claims have adversely affected its business
relationship with Ford.

     In early November 1996, Dura was served with a lawsuit brought by
affiliates of AIG, its excess insurance carrier, in Toronto, Canada seeking a
declaratory judgment that the umbrella and excess liability policies that it had
issued to Onex do not provide coverage in connection with allegedly defective
self-adjust parking brakes
                                        16
<PAGE>   17

manufactured by Alkin prior to August 31, 1994. The AIG policies at issue
provided (a) the first layer of excess coverage (beyond Dura's $3 million
primary policy per year) for claims arising from August 31, 1994 to April 1,
1996 in the amount of $20 million coverage per year, and (b) an additional layer
of excess coverage at $33 to $53 million per year. In principal part, the AIG
affiliates claim that the policies do not provide coverage with respect to
products manufactured prior to August 31, 1994 or liabilities assumed by Dura
pursuant to purchase agreements. The AIG affiliates also claim that the policies
should be voided with respect to self-adjust parking brake claims for inadequate
disclosure at the time the policies were applied for. Dura and Onex dispute the
allegations of the Ontario lawsuit and have filed a counterclaim against the AIG
affiliates for breach of contract.

     In March 1999, Dura was notified by Ford of its decision to institute a
recall of certain of its vehicles, including Explorers, Mountaineers, Rangers,
Mustangs and F-Series pickups, relating to the speed control cable. Ford has
reported that certain of such vehicles could be equipped with a speed control
cable that could interfere with the speed control pulley and thus result in a
"stuck" throttle. In June 1999, Ford notified Dura that as many as 987,839
vehicles could be affected at an alleged cost of up to $60 per vehicle. In
October 1999, Ford announced that it was voluntarily recalling all 1998-1999
Ford Explorers and Mountaineers (approximately 932,000 vehicles) to replace the
auxiliary hood latches. Ford contends that Dura failed to provide adequate
corrosion protection, thereby allowing the secondary latch to remain open, which
may potentially lead to hoods flying open. Ford projects that the recall will
cost Ford approximately $23 million. Although Dura denies full liability related
to the speed control and secondary hood latch recalls, in June 2000, it settled
the two product recall matters through a cost sharing agreement with Ford. Dura
agreed to pay $40 million ($20 million in July 2000, followed by three equal
payments totaling $20 million in July 2001, July 2002 and July 2003) to resolve
Ford's claims relating to these recalls.

     Although Dura does not believe any current litigation will have a material
adverse effect on its business or financial condition, it faces an inherent
business risk of exposure to product liability claims in the event that the
failure of our products results, or is alleged to result, in property damage,
bodily injury and/or death. Dura cannot assure you that it will not experience
any material product liability losses in the future or that it will not incur
significant costs to defend these claims. In addition, if any Dura-designed
products are or are alleged to be, defective, Dura may be required to
participate in a recall involving those products. Each OEM has its own policy
regarding product recalls and other product liability actions relating to its
suppliers. However, as suppliers become more integrally involved in the vehicle
design process and assume more vehicle assembly functions, OEMs are increasingly
looking to their suppliers for contribution when faced with product recalls,
product liability or warranty claims. Dura cannot assure you that the future
costs associated with providing product warranties will not be material.

     Dura believes that it is adequately insured, including with respect to
product liability coverage, at levels sufficient to cover any of the other
claims described above, subject to commercially reasonable deductible amounts.
Dura has also established reserves in amounts it believes are reasonably
adequate to cover any adverse judgments. However, any adverse judgment in excess
of our insurance coverage and such reserves could have a material adverse effect
on Dura's business.

  Environmental Matters

     Dura is subject to the requirements of federal, state, local and foreign
environmental and occupational health and safety laws and regulations. While
Dura devotes resources designed to maintaining compliance with these
requirements, there can be no assurance that Dura operates at all times in
complete compliance with all such requirements. Dura could be subject to
potentially significant fines and penalties for any noncompliance that may
occur. Although Dura has made and will continue to make capital and other
expenditures to comply with environmental requirements, Dura does not expect to
incur material capital expenditures for environmental controls in 2001.

     Some of Dura's operations generate hazardous substances. Like all
manufacturers, if a release of hazardous substances occurs or has occurred at or
from any of Dura's current or former properties or at a

                                        17
<PAGE>   18

landfill or another location where Dura has disposed of wastes, Dura may be held
liable for the contamination, and the amount of such liability could be
material.

     In 1995, the Michigan Department of Environmental Quality ("MDEQ"),
requested that Dura and Wickes conduct an environmental investigation at and
around Dura's Mancelona, Michigan facility, which Dura acquired from Wickes in
1990. The investigation detected trichloroethylene ("TCE") in groundwater at the
facility and offsite locations. Dura has not used TCE since it acquired the
Mancelona facility, although TCE may have been used by prior operators. Dura has
arranged and paid for the sampling of several residential drinking water wells
in the area and for the replacement of drinking water wells found to contain TCE
above drinking water standards. Sampling of residential wells, and replacement
of such wells, when necessary, will continue. Dura will likely incur additional
costs to further investigate, monitor or remediate the contamination, and
possibly to provide additional alternative drinking water supplies. Such costs
may be material. In April 1999, Dura settled certain potential claims asserted
by a ski resort with respect to possible future impact on the resort's water
supply wells.

     The Mancelona groundwater contamination matter is subject to an indemnity
from Wickes. In connection with Dura's acquisition of certain assets from Wickes
in 1990, Wickes agreed to indemnify Dura with respect to certain environmental
liabilities associated with Wickes' operation of the subject facilities subject
to a $750,000 basket (which has been reached), up to a $2.5 million cap. Dura
will be obligated to indemnify Wickes with respect to any liabilities above such
cap. Wickes has acknowledged that Dura made a timely and adequate claim for
indemnification with respect to the Mancelona matter, and has been paying
indemnification claims relating to the Mancelona matter, subject to a
reservation of rights.

     In 1998, Dura acquired Universal. The seller in the Universal transaction
agreed to indemnify Dura for environmental liabilities arising from the
operation of the acquired facilities prior to the acquisition. Following the
acquisition, pursuant to the indemnity, the seller continued to address certain
environmental matters, including the cleanup of TCE-contaminated soil at Dura's
Butler, Indiana facility. In 1998, the seller filed for reorganization under the
federal bankruptcy laws and appears to have ceased performing its obligations
under the indemnity. In March 1999, the seller requested bankruptcy court
approval to reject their contractual indemnity obligations to Dura. Subject to
Dura's right to seek repayment in the bankruptcy proceeding, it is likely that
Dura will be responsible for completing the cleanup at its Butler facility.
Although Dura cannot provide complete assurance, based on estimates provided by
the environmental consultant that has been performing the cleanup, Dura does not
expect the cost to complete the cleanup to be material.

     In 1998, Excel entered into a partial consent decree to settle its
liability for past costs at the Main Street Well Field Site in Elkhart, Indiana,
where TCE was found in a municipal well field near Excel's Elkhart facility.
Excel is one of several potentially responsible parties involved at the site.
Under the settlement, Excel has a continuing payment obligation for operation
and maintenance of a groundwater treatment system and for a soil vapor
extraction system. These obligations will likely continue for several years. The
annual cost to operate these systems is not material. In addition, Excel expects
to receive certain payments from other parties involved at the site.

     In 1997, Adwest acquired Heidemann. Areas of contamination from historical
operations exist at the Heidemann facilities located in Rotenburg, Einbeck and
Lippstadt, Germany. Dura is currently operating treatment systems to clean up
contamination at the Rotenburg and the two Einbeck facilities and are monitoring
groundwater contamination at the Kohler facility. When Adwest acquired these
facilities, the seller posted a DM 5 million escrow, in part, to cover
environmental claims found during an 18-month period following the acquisition.
Adwest filed environmental claims totaling DM 2 million against the escrow for
expenses to remediate contamination at the Rotenburg and Einbeck facilities and
upgrade the wastewater treatment system at the Rotenburg facility. Dura expects
to negotiate with the seller in the near future regarding the amount of recovery
for these environmental claims. Dura may incur costs beyond the amount recovered
from the escrow to continue to operate and maintain the treatment systems, and
to perform additional investigation and clean up, if necessary. Based on current
information, such costs are not expected to be material. However, should
additional or more extensive contamination be discovered, Dura may incur
material expenditures to address such contamination.

                                        18
<PAGE>   19

     Dura is involved as a potentially responsible party at several waste
disposal sites. Although the environmental laws provide for joint and several
liability at such sites, liability is typically allocated among the viable
parties involved. Dura believes that it has no liability at some of these sites,
and that adequate reserves are in place for current estimates of Dura's share of
liability at the other sites. Dura cannot provide complete assurance, however,
that its liability at these sites will not materially exceed the current amount
of Dura's reserves.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of stockholders during the fourth
quarter of 2000.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Class A Common Stock is traded on the Nasdaq National Market under the
symbol "DRRA." The following table sets forth, for the periods indicated, the
low and high closing sale prices for the Class A common stock as regularly
quoted on Nasdaq.

<TABLE>
<CAPTION>
                                                               LOW       HIGH
                                                              ------    ------
<S>                                                           <C>       <C>
1999
First Quarter...............................................  $23.13    $35.00
Second Quarter..............................................   23.38     33.75
Third Quarter...............................................   22.50     34.13
Fourth Quarter..............................................   15.86     24.00
2000
First Quarter...............................................  $12.38    $19.13
Second Quarter..............................................   10.66     16.88
Third Quarter...............................................    8.50     12.00
Fourth Quarter..............................................    4.75      9.56
</TABLE>

     As of March 1, 2001, there were approximately 2,208 holders of record of
the outstanding Class A common stock and 11 holders of record of the outstanding
Class B common stock.

     Dura has not declared or paid any dividends on its Common Stock in the past
and does not anticipate paying dividends in the foreseeable future. Any future
payment of dividends is within the discretion of the Board of Directors and will
depend upon, among other factors, the capital requirements, operating results
and financial condition of Dura. In addition, Dura's ability to pay dividends is
limited under the terms of the 9% Senior Subordinated Notes and by the terms of
its Credit Agreement. See "Management's Discussion and Analysis of Results of
Operations and Financial Condition -- Liquidity and Capital Resources."

ITEM 6.  SELECTED FINANCIAL DATA

     The selected consolidated financial data for Dura presented below for, and
as of the end of each of the years in the five-year period ended December 31,
2000, is derived from Dura Automotive Systems, Inc.'s Consolidated Financial
Statements which have been audited by Arthur Andersen LLP, independent public
accountants. The consolidated financial statements at December 31, 2000 and 1999
and for each of the three years in the period ended December 31, 2000 and the
auditor's report thereon are included elsewhere in this report. The consolidated
financial statements at and for the years ended December 31, 1998, 1997 and 1996
are not included herein. This selected consolidated financial data should be
read in conjunction with "Management's Discussion and Analysis of Results of
Operations and Financial Condition" and Dura's

                                        19
<PAGE>   20

Consolidated Financial Statements and Notes to Consolidated Financial
Statements, included elsewhere in this report.

<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER 31,
                                           --------------------------------------------------------
                                              2000         1999        1998       1997       1996
                                           ----------   ----------   --------   --------   --------
                                                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                        <C>          <C>          <C>        <C>        <C>
INCOME STATEMENT DATA:
Revenues.................................  $2,633,084   $2,200,385   $739,467   $449,111   $245,329
Cost of sales............................   2,236,544    1,854,705    608,518    375,086    207,810
S, G & A expense.........................     165,524      130,079     49,825     32,815     17,157
Facility consolidation, product recall
  and other charges......................      15,361       16,246         --         --         --
Amortization expense.....................      27,515       23,546      9,868      3,600      1,036
Operating income.........................     188,140      175,809     71,256     37,610     19,326
Interest expense, net....................     112,433       81,633     20,267      9,298      2,589
Provision for income taxes...............      30,571       37,984     20,933     11,670      6,609
Net income...............................      41,777       41,220     26,024     16,642     10,128
                                           ----------   ----------   --------   --------   --------
Basic earnings per share.................  $     2.39   $     2.53   $   2.43   $   1.89   $   1.57
Diluted earnings per share...............  $     2.35   $     2.46   $   2.37   $   1.88   $   1.57
</TABLE>

<TABLE>
<CAPTION>
                                              2000         1999        1998       1997       1996
                                           ----------   ----------   --------   --------   --------
                                                            (DOLLARS IN THOUSANDS)
<S>                                        <C>          <C>          <C>        <C>        <C>
BALANCE SHEET DATA:
Working capital..........................  $  169,005   $  162,949   $ 63,766   $ 50,304   $ 27,528
Total assets.............................   2,357,047    2,444,867    929,383    419,264    246,129
Long-term debt...........................   1,161,201    1,178,310    316,417    178,081     77,376
Stockholders' investment.................     453,394      430,996    238,037    101,708     87,367
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION

     This discussion should be read in conjunction with Dura's Consolidated
Financial Statements and the Notes to Consolidated Financial Statements included
elsewhere in this report.

GENERAL

     Dura ordinarily begins working on products awarded for new or redesigned
models two to five years prior to the marketing of such models to the public.
During such period, Dura incurs (i) costs related to the design and engineering
of such products, (ii) costs related to the production of the tools and dies
used to manufacture the new product and (iii) start-up costs associated with the
initial production of such product. Design and engineering costs are expensed in
the period incurred. Costs incurred in the production of the tools and dies are
generally capitalized and reimbursed by the customer prior to production.
Start-up costs, which are generally incurred 30 to 60 days immediately prior to
and immediately after initial production, are expensed as incurred.

COMPARISON OF YEAR ENDED DECEMBER 31, 2000 TO YEAR ENDED DECEMBER 31, 1999

     Revenues.  Revenues for the year ended December 31, 2000 increased by
$432.7 million, or 19.7%, to $2,633.1 million from $2,200.4 million for 1999.
The increase is primarily the result of the full year effect of the acquisitions
of Excel and Adwest in March of 1999, Metallifacture in June of 1999 and the
seat track business of Meritor in November 1999. Factors that unfavorably
impacted revenue in 2000 included the weakening of the European currencies in
relation to the US dollar and the weakness in the recreational vehicle market.
Approximately 30% of Dura's total revenues are generated from European
operations and 10% of total revenues are generated from the recreational vehicle
market.

                                        20
<PAGE>   21

     Cost of Sales.  Cost of sales for year ended December 31, 2000 increased by
$381.8 million, or 20.6%, to $2,236.5 million from $1,854.7 million for 1999.
Cost of sales as a percentage of revenues for the year ended December 31, 2000
was 84.9% compared to 84.3% for 1999. The corresponding reduction in gross
margin is primarily the result of the full year effect of the 1999 acquired
operations resulting in a larger proportion of business at lower margins.
Additionally, inefficiencies resulting from plant consolidations and product
launches caused the margin deterioration in the latter part of 2000. These items
were partially offset by the benefit from the implementation of Dura's
restructuring plan and continued focus on cost reduction.

     Selling, General, and Administrative.  Selling, general, and administrative
expenses for the year ended December 31, 2000 increased by $35.4 million, or
27.2%, to $165.5 million from $130.1 million in 1999. As a percentage of
revenue, selling, general and administrative expenses increased to 6.3% for 2000
compared to 5.9% for 1999. The increase in cost is primarily the result of the
full year effect of the acquisitions made during 1999 discussed above and
expenses resulting from the development of web-based sourcing and cost reduction
program.

     Facility Consolidation, Product Recall and Other Charges.  As a result of
reduced demand in the recreational vehicle market, a downturn in the North
American automotive industry and the utilization of available capacity resulting
from Dura's focus on lean manufacturing, Dura announced plans to close two
manufacturing facilities and consolidate two of its divisions during October of
2000. Also, a previously planned European facility closure will no longer occur
due to customer and capacity issues. The net impact of the restructuring actions
was a $0.6 million benefit in 2000. Dura anticipates incurring the majority of
the remaining costs in 2001. Dura expects to fund these expenditures through
cash flow from operations. In the second quarter of 2000, Dura settled two
product recall issues through a cost sharing agreement with Ford. As a result of
this agreement, Dura recorded a one-time charge to operations of $16.0 million
in the second quarter of 2000 to cover amounts not previously reserved. The
payments related to this charge will be made over a three-year period and began
in July of 2000. These recalls were announced in the first half of 1999 and
involved concerns associated with Trident speed control cables and a secondary
hood latch. Dura acquired Trident in April of 1998.

     Amortization Expense.  Amortization expense for the year ended December 31,
2000 of $27.5 million increased $4.0 million compared to 1999. The increase
reflects the full year effect for the goodwill related to the acquisitions made
during 1999 discussed above.

     Interest Expense.  Interest expense of $112.4 million for the year ended
December 31, 2000 has increased $30.8 million or 37.7% from 1999. The increase
in interest expense reflects the full year impact of the borrowings resulting
from the 1999 acquisitions and an increase in the effective interest rate for
2000 compared to 1999.

     Income Taxes.  The effective tax rate for the year ended December 31, 2000
was 40.4% compared to the 1999 effective tax rate of 40.3%. The effective rates
differ from statutory rates due primarily to the mix in income among the
countries in which Dura operates and the effect of the non-deductible goodwill
amortization, offset by favorable foreign sales corporation and research and
development credits.

     Minority Interest and Equity in Losses of Affiliates.  For the year ended
December 31, 2000, Minority Interest in Income represents a partial year of a
minority interest in Dura's fully consolidated subsidiary in Wales. The minority
interest was acquired during 2000 and at December 31, 2000 was wholly owned. The
Equity in Losses of Affiliates for year ended December 31, 2000 is less
significant in 2000 compared to 1999 as a result of Dura increasing its
ownership interest in these investments during 2000, resulting in consolidation
of the entities, as well as operating improvements implemented which resulted in
a positive impact on earnings. As of December 31, 2000, Dura had acquired all
minority interest positions in these entities and will fully consolidate these
entities results in 2001.

     Minority Interest.  Minority interest for the years ended December 31, 2000
and December 31, 1999 represents dividends, net of income tax benefits, on the 7
1/2 percent Convertible Trust Preferred Securities ("Preferred Securities")
which were issued on March 20, 1998.

                                        21
<PAGE>   22

     Extraordinary Items.  The extraordinary loss for the year ended December
31, 1999 represents the write-off, net of income taxes, of deferred financing
costs related to Dura's former credit facilities.

     Cumulative Effects of Change in Accounting.  The cumulative effect of
change in accounting for the year ended December 31, 1999 represents the
write-off, net of income taxes, of the unamortized balance of capitalized
start-up costs pursuant to the provisions of SOP 98-5.

COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998

     Revenues.  Revenues for the year ended December 31, 1999 increased by
$1,460.9 million, or 197.6%, to $2,200.4 million from $739.5 million for 1998.
The increase in revenues relates primarily to the acquisitions of Excel and
Adwest in March 1999, Metallifacture in June 1999 and the seat track business of
Meritor in November 1999. Revenues also benefited from strong North American
vehicle production in 1999.

     Cost of Sales.  Cost of sales for the year ended December 31, 1999
increased by $1,246.2 million, or 204.8%, to $1,854.7 million from $608.5
million for 1998. Cost of sales as a percentage of revenues for the year ended
December 31, 1999 was 84.3% compared to 82.3% for 1998. The decrease in gross
margin is primarily the result of historically lower margins being achieved at
certain of the acquired operations offset by efficiency improvements at certain
Dura operations.

     Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased by $80.3 million, or 161.2%, to $130.1 million
for the year ended December 31, 1999 from $49.8 million for 1998. The increase
is due primarily to incremental costs from the acquisitions discussed above. As
a percentage of revenues, selling, general and administrative expenses decreased
to 5.9% for 1999 compared to 6.7% for 1998. This decrease is primarily the
result of cost savings and synergies realized by Dura as part of the integration
of its recent acquisitions.

     Facility Consolidation Charge.  Dura finalized plans for integrating its
acquisitions, which resulted in the consolidation of certain operating
facilities. Since some of the facilities were original Dura facilities, a $16.2
million charge was recorded during the fourth quarter of 1999. The charge
included $1.4 million associated with eliminating certain facilities and
associated lease obligations, $13.2 million of severance related to employee
terminations, and $1.6 million of asset impairments. Costs incurred and charged
in 1999 related to these reserves amounted to $2.1 million related to severance
and $1.6 million related to asset impairment. Dura anticipates incurring the
majority of the remaining costs in 2000. Dura expects to fund these expenditures
through cash flow from operations. Management expects the benefits of these
actions will significantly exceed the charge and will begin to be realized in
2000.

     Amortization Expense.  Amortization expense increased from $9.9 million for
the year ended December 31, 1998 to $23.5 million for 1999. The increase is the
result of goodwill amortization arising from the acquisitions discussed above.

     Interest Expense.  Interest expense for the year ended December 31, 1999
was $81.6 million compared to $20.3 million for 1998. The increase was due
principally to borrowings incurred related to the acquisitions discussed above.

     Income Taxes.  The effective income tax rate was 40.3% for 1999 compared to
41.1% for 1998. The effective rates differed from the statutory rates primarily
as a result of higher foreign tax rates, state taxes and non-deductible goodwill
amortization. The 1999 rate benefited from research and development credits not
available in prior years.

     Minority Interest and Equity in Losses of Affiliates.  Equity in losses of
affiliate for the year ended December 31, 1998 represents Dura's share of the
loss of its Brazilian joint venture's operations in 1998. In connection with the
Excel acquisition in March 1999, Dura began fully consolidating the results of
its Brazilian joint venture and recording the related minority interest in its
operating results. 1999 also includes the minority interests in two other
subsidiaries related to the acquisitions discussed above.

     Minority Interest.  Minority interest for the years ended December 31, 1999
and 1998 represents dividends, net of income tax benefits, on the 7 1/2%
Convertible Trust Preferred Securities ("Preferred
                                        22
<PAGE>   23

Securities") which were issued on March 20, 1998. The increase between periods
is a result of the Preferred Securities being outstanding for the full year in
1999.

     Extraordinary Item.  The extraordinary loss for the years ended December
31, 1999 and 1998 represents the write-off, net of income taxes, of deferred
financing costs related to Dura's former credit facilities.

     Cumulative Effect of Change in Accounting.  The cumulative effect of change
in accounting for the year ended December 31, 1999 represents the write-off, net
of income taxes, of the unamortized balance of capitalized start-up costs
pursuant to the provisions of SOP 98-5.

LIQUIDITY AND CAPITAL RESOURCES

     During 2000, Dura provided cash from operations of $117.6 million, compared
to $80.9 million in 1999. Cash generated from operations before changes in
working capital items was $149.3 million for 2000 compared to $144.7 million for
1999. Increases in working capital required cash of $31.8 million in 2000
compared to $63.8 million in 1999. The increase in working capital is primarily
the result of payments related to implementation of our restructuring activities
combined with the related required inventory bank builds.

     Net cash used in investing activities was $129.2 million for 2000 as
compared to $607.9 million in 1999. Net capital expenditures totaled $110.1
million for 2000 primarily for equipment and dedicated tooling purchases related
to new or replacement programs. This compares with net capital expenditures of
$80.5 million in 1999. Also in 1999, $524.0 million was used for the
acquisitions of Adwest, Excel, Metallifacture and the seat track business of
Meritor.

     Net cash provided by financing activities totaled $18.9 million for 2000
compared with $526.3 million in 1999. In 1999, the net cash provided by
financing activities included $394.7 million of cash provided through the
subordinated note offering in conjunction with the acquisitions of Adwest and
Excel.

     In connection with the acquisitions of Adwest and Excel, Dura entered into
an amended and restated $1.15 billion credit agreement ("Credit Agreement"). The
Credit Agreement provides for revolving credit facilities of $400.0 million, a
$275.0 million tranche A term loan, a $275.0 million tranche B term loan and a
$200.0 million interim term loan facility. As of December 31, 2000, rates on
borrowings under the Credit Agreement ranged from 6.6% to 8.9%. Borrowings under
the tranche A term loan are due and payable in March 2005 and borrowings under
the tranche B term loan are due and payable in March 2006. The revolving credit
facility is available until March 2005. Borrowings under the interim loan were
repaid in April 1999.

     The Credit Agreement contains various restrictive covenants that limit
indebtedness, investments, rental obligations and cash dividends. The Credit
Agreement also requires Dura to maintain certain financial ratios including
minimum liquidity and interest coverage. Dura was in compliance with the
covenants as of December 31, 2000. Borrowings under the Credit Agreement are
collateralized by substantially all assets of Dura. Based upon financial
projections for 2001, Dura anticipates being out of compliance with one of the
debt covenant requirements due to a mandatory adjustment to a required financial
ratio as of September 2001. Dura has begun discussions with its lenders with
respect to amending the Credit Agreement and believes such amendment will be
obtained. However, there can be no assurance that Dura will be successful in
obtaining an amendment to its Credit Agreement for this projected event of
non-compliance or that such amendment can be obtained on favorable terms. No
adjustments to the carrying amount or classification of assets or liabilities in
the accompanying financial statements have been made with respect to this
anticipated event of non-compliance.

     The Credit Agreement provides Dura with the ability to denominate a portion
of its revolving credit borrowings in foreign currencies up to an amount equal
to $100.0 million. As of December 31, 2000, $222.0 million of borrowings were
denominated in US dollars; $51.1 million in British pound sterling; $10.3
million in Euros; $6.0 million in Canadian dollars; and $3.4 million in
Australian dollars.

     At December 31, 2000, Dura had unused borrowing capacity of approximately
$90.8 million under its most restrictive debt covenant. Dura believes the
borrowing availability under its credit agreement, together with funds generated
by operations, should provide liquidity and capital resources to pursue its
business

                                        23
<PAGE>   24

strategy for the foreseeable future, with respect to working capital, capital
expenditures, and other operating needs. Dura estimates its 2001 capital
expenditures will not exceed $100.0 million.

     In April 1999, Dura completed the offering of $300 million and Euro 100
million of senior subordinated notes ("Subordinated Notes"). The Subordinated
Notes mature in May 2009 and bear interest at 9% per year, which is payable
semi-annually. Net proceeds from this offering of approximately $394.7 million
were used to repay the $200.0 million interim term loan, approximately $78.1
million to retire other indebtedness and approximately $118.9 million will be
used for general corporate purposes. These notes are guaranteed by substantially
all of Dura's domestic subsidiaries.

     In connection with the termination of a former credit facility, Dura
wrote-off deferred financing costs of approximately $2.7 million, net of income
taxes during the first quarter of 1999. In addition, Dura wrote-off costs of
approximately $2.7 million, net of income taxes, related to the tender of the
$75.0 million of Trident's outstanding 10% Senior Subordinated Notes due 2005
during the second quarter of 1999. These charges are reflected as extraordinary
items in the accompanying 1999 statement of operations.

QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY

     Dura typically experiences decreased revenues and operating income during
the third calendar quarter of each year due to production shutdowns at OEMs for
model changeovers and vacations. The recreational vehicle market is seasonal in
that sales in the fourth quarter are normally at reduced levels.

EFFECTS OF INFLATION

     Inflation potentially affects Dura in two principal ways. First, a
significant portion of Dura's debt is tied to prevailing short-term interest
rates which may change as a result of inflation rates, translating into changes
in interest expense. Second, general inflation can impact material purchases,
labor and other costs. In many cases, Dura has limited ability to pass through
inflation-related cost increases due to the competitive nature of the markets
that Dura serves. In the past few years, however, inflation has not been a
significant factor.

MARKET RISK

     Dura is exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. Dura does not enter into derivatives or
other financial instruments for trading or speculative purposes. Dura enters
into financial instruments to manage and reduce the impact of changes in foreign
currency exchange rates and interest rates. The counterparties are major
financial institutions.

     Dura manages its interest rate risk by balancing the amount of fixed and
variable debt. For fixed rate debt, interest rate changes affect the fair market
value of such debt but do not impact earnings or cash flows. Conversely for
variable rate debt, interest rate changes generally do not affect the fair
market value of such debt but do impact future earnings and cash flows, assuming
other factors are held constant. At December 31, 2000, Dura had fixed rate debt
of $411.5 million and variable rate debt of $813.7 million. Holding other
variables constant (such as foreign exchange rates and debt levels), a one
percentage point increase in interest rates would have changed the fair market
value of the fixed rate debt at December 31, 2000 by approximately $17.0 million
and would be expected to have an estimated impact on pre-tax earnings and cash
flows for the next year of approximately $8.1 million.

     Dura has entered into various foreign currency forward exchange contracts
totaling $15.4 million with a major financial institution to hedge its foreign
currency exchange rate relating to its Euro denominated interest payments of its
Euro 100 million senior subordinated notes for 2001 and 2002. The market value
of these contracts at December 31, 2000 was $17.2 million.

                                        24
<PAGE>   25

FOREIGN CURRENCY TRANSACTIONS

     A significant portion of Dura's revenues during the year ended December 31,
2000 was derived from manufacturing operations in Europe, Canada and Latin
America. The results of operations and the financial position of Dura's
operations in these countries are principally measured in their respective
currency and translated into U.S. dollars. The effects of foreign currency
fluctuations in such countries are somewhat mitigated by the fact that expenses
are generally incurred in the same currencies in which revenues are generated.
The reported income of these subsidiaries will be higher or lower depending on a
weakening or strengthening of the U.S. dollar against the respective foreign
currency.

     A significant portion of Dura's assets at December 31, 2000 are based in
its foreign operations and are translated into U.S. dollars at foreign currency
exchange rates in effect as of the end of each period, with the effect of such
translation reflected as a separate component of stockholders' investment.
Accordingly, Dura's consolidated stockholders' investment will fluctuate
depending upon the weakening or strengthening of the U.S. dollar against the
respective foreign currency.

     Dura's strategy for management of currency risk relies primarily upon
conducting its operations in such countries' respective currency and Dura may,
from time to time, engage in hedging programs intended to reduce Dura's exposure
to currency fluctuations (see discussion above on "Market Risk").

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," establishes accounting and reporting standards requiring that every
derivative instrument, including certain derivative instruments embedded in
other contracts be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge criteria are met, and requires that a company must formally document,
designate and assess the effectiveness of transactions that receive hedge
accounting. Dura adopted SFAS No. 133 on January 1, 2001. The adoption of SFAS
No. 133 did not have a material impact on Dura's financial position or results
of operations.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     See "Market Risk" and "Foreign Currency Transactions" sections of Item 7.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Report of Independent Public Accountants....................   26
Consolidated Balance Sheets as of December 31, 2000 and
  1999......................................................   27
Consolidated Statements of Income for the years ended
  December 31, 2000, 1999 and 1998..........................   28
Consolidated Statements of Stockholders' Investment for the
  years ended December 31, 2000, 1999 and 1998..............   29
Consolidated Statements of Cash Flows for the years ended
  December 31, 2000, 1999 and 1998..........................   30
Notes to Consolidated Financial Statements..................   31
</TABLE>

                                        25
<PAGE>   26

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Dura Automotive Systems, Inc.:

     We have audited the accompanying consolidated balance sheets of Dura
Automotive Systems, Inc. (a Delaware corporation) and Subsidiaries as of
December 31, 2000 and 1999 and the related consolidated statements of income,
stockholders' investment and cash flows for each of the three years in the
period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Dura Automotive Systems,
Inc. and Subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States.

     As discussed in Note 2 to the financial statements, effective January 1,
1999, the Company changed its method of accounting for certain start-up costs.

Arthur Andersen LLP

Minneapolis, Minnesota,
January 24, 2001

                                        26
<PAGE>   27

                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                              --------------------------------
                                                                   2000              1999
                                                              --------------    --------------
                                                              (IN THOUSANDS, EXCEPT PER SHARE
                                                                          AMOUNTS)
<S>                                                           <C>               <C>
                                            ASSETS
Current Assets:
  Cash and cash equivalents.................................    $   30,438        $   23,697
  Accounts receivable, net of reserve for doubtful accounts
     of $9,135 and $12,777..................................       367,505           478,542
  Inventories...............................................       148,919           136,562
  Other current assets......................................       170,083           154,704
                                                                ----------        ----------
     Total current assets...................................       716,945           793,505
                                                                ----------        ----------
Property, Plant and Equipment:
  Land and buildings........................................       199,563           165,050
  Machinery and equipment...................................       434,123           373,943
  Construction in progress..................................        38,898            42,328
  Less-accumulated depreciation.............................      (138,672)          (80,427)
                                                                ----------        ----------
     Net property, plant and equipment......................       533,912           500,894
                                                                ----------        ----------
Goodwill, net of accumulated amortization of $62,894 and
  $37,224...................................................     1,028,113         1,067,937
Other Assets, net of accumulated amortization of $14,392 and
  $7,274....................................................        78,077            82,531
                                                                ----------        ----------
                                                                $2,357,047        $2,444,867
                                                                ==========        ==========
                           LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
  Accounts payable..........................................    $  258,895        $  281,413
  Accrued liabilities.......................................       225,032           296,431
  Current maturities of long-term debt......................        64,013            52,712
                                                                ----------        ----------
     Total current liabilities..............................       547,940           630,556
                                                                ----------        ----------
Long-Term Debt, net of current maturities...................       766,961           776,750
Subordinated Notes..........................................       394,240           401,560
Other Noncurrent Liabilities................................       139,262           149,755
                                                                ----------        ----------
     Total liabilities......................................     1,848,403         1,958,621
                                                                ----------        ----------
Commitments and Contingencies (Notes 5, 11 and 12)
Mandatorily Redeemable Convertible Trust Preferred
  Securities................................................        55,250            55,250
Stockholders' Investment:
  Preferred stock, par value $1; 5,000,000 shares
     authorized; none issued or outstanding.................            --                --
  Common stock, Class A; par value $.01; 60,000,000 shares
     authorized; 14,324,923 and 14,101,511 shares issued and
     outstanding............................................           143               141
  Common stock, Class B; par value $.01; 10,000,000 shares
     authorized; 3,312,354 and 3,320,303 shares issued and
     outstanding............................................            33                33
  Additional paid-in capital................................       341,472           339,041
  Treasury Stock............................................        (1,505)               --
  Retained earnings.........................................       150,049           108,272
  Accumulated other comprehensive loss......................       (36,798)          (16,491)
                                                                ----------        ----------
     Total stockholders' investment.........................       453,394           430,996
                                                                ----------        ----------
                                                                $2,357,047        $2,444,867
                                                                ==========        ==========
</TABLE>

   The accompanying notes are an integral part of these consolidated balance
                                    sheets.
                                        27
<PAGE>   28

                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                                          ------------------------------------------
                                                              2000            1999           1998
                                                          ------------    ------------    ----------
                                                           (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                       <C>             <C>             <C>
Revenues................................................   $2,633,084      $2,200,385      $739,467
Cost of sales...........................................    2,236,544       1,854,705       608,518
                                                           ----------      ----------      --------
  Gross profit..........................................      396,540         345,680       130,949
Selling, general and administrative expenses............      165,524         130,079        49,825
Facility consolidation, product recall and other
  charges...............................................       15,361          16,246            --
Amortization expense....................................       27,515          23,546         9,868
                                                           ----------      ----------      --------
  Operating income......................................      188,140         175,809        71,256
Interest expense, net...................................      112,433          81,633        20,267
                                                           ----------      ----------      --------
  Income before provision for income taxes, equity in
     losses of affiliates and minority interests........       75,707          94,176        50,989
Provision for income taxes..............................       30,571          37,984        20,933
Minority interest and equity in losses of affiliates,
  net...................................................          914           3,978         1,481
Minority interest -- dividends on trust preferred
  securities, net.......................................        2,445           2,445         1,908
                                                           ----------      ----------      --------
  Income before extraordinary item and accounting
     change.............................................       41,777          49,769        26,667
Extraordinary item -- loss on early extinguishment of
  debt, net.............................................           --           5,402           643
Cumulative effect of change in accounting, net..........           --           3,147            --
                                                           ----------      ----------      --------
  Net income............................................   $   41,777      $   41,220      $ 26,024
                                                           ==========      ==========      ========
Basic earnings per share:
  Income before extraordinary item and accounting
     change.............................................   $     2.39      $     3.06      $   2.49
  Extraordinary item....................................           --           (0.33)        (0.06)
  Cumulative effect of change in accounting.............           --           (0.20)           --
                                                           ----------      ----------      --------
     Net income.........................................   $     2.39      $     2.53      $   2.43
                                                           ==========      ==========      ========
Diluted earnings per share:
  Income before extraordinary item and accounting
     change.............................................   $     2.35      $     2.94      $   2.42
  Extraordinary item....................................           --           (0.30)        (0.05)
  Cumulative effect of change in accounting.............           --           (0.18)           --
                                                           ----------      ----------      --------
     Net income.........................................   $     2.35      $     2.46      $   2.37
                                                           ==========      ==========      ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        28
<PAGE>   29

                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
                                                              COMMON STOCK
                                                -----------------------------------------
                                                      CLASS A               CLASS B         ADDITIONAL    TREASURY STOCK
                                                -------------------   -------------------    PAID-IN     -----------------
                                                  SHARES     AMOUNT     SHARES     AMOUNT    CAPITAL     SHARES    AMOUNT
                                                ----------   ------   ----------   ------   ----------   -------   -------
                                                                   (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S>                                             <C>          <C>      <C>          <C>      <C>          <C>       <C>
BALANCE, December 31, 1997....................   4,161,657    $ 42     4,654,380    $ 46     $ 63,402         --   $    --
  Sale of stock under Employee Stock Discount
    Purchase Plan.............................      24,932      --            --      --          492         --        --
  Exercise of options.........................       5,700      --         7,000      --           97         --        --
  Other issuance of shares....................         719      --            --      --           20         --        --
  Collection of common stock subscriptions
    receivable................................          --      --            --      --           45         --        --
  Public offering of Class A common stock,
    net.......................................   3,500,000      35            --      --      107,321         --        --
  Conversion from Class B to Class A..........   1,336,077      13    (1,336,077)    (13)          --         --        --
  Net income..................................          --      --            --      --           --         --        --
  Other comprehensive income-foreign currency
    translation adjustment....................          --      --            --      --           --         --        --
  Total comprehensive income..................
                                                ----------    ----    ----------    ----     --------    -------   -------
BALANCE, December 31, 1998....................   9,029,085      90     3,325,303      33      171,377         --        --
  Issuance of shares in acquisition of
    Excel.....................................   4,934,414      49            --      --      165,121         --        --
  Sale of stock under Employee Stock Discount
    Purchase Plan.............................      51,283       1            --      --        1,156         --        --
  Exercise of options.........................      80,015       1            --      --        1,337         --        --
  Other issuance of shares....................       1,714      --            --      --           50         --        --
  Conversion from Class B to Class A..........       5,000      --        (5,000)     --           --         --        --
  Net income..................................          --      --            --      --           --         --        --
  Other comprehensive income-foreign currency
    translation adjustment....................          --      --            --      --           --         --        --
  Total comprehensive income..................
                                                ----------    ----    ----------    ----     --------    -------   -------
BALANCE, December 31, 1999....................  14,101,511     141     3,320,303      33      339,041         --        --
  Sale of stock under Employee Stock Discount
    Purchase Plan.............................      63,063       1            --      --          735         --        --
  Conversion from Class B to Class A..........       7,949      --        (7,949)     --           --         --        --
  Exercise of warrants........................     152,400       1            --      --          191         --        --
  Contributions to deferred compensation
    plan......................................          --      --            --                1,723         --        --
  Treasury shares purchased at a price of
    $13.06 per share..........................          --      --            --      --           --    131,921    (1,723)
  Treasury share distribution.................          --      --            --                 (218)   (16,694)      218
  Net income..................................          --      --            --      --           --         --        --
  Other comprehensive income-
    Foreign currency translation adjustment...          --      --            --      --           --         --        --
    Minimum pension liability.................          --      --            --      --           --         --        --
  Total comprehensive income..................
                                                ----------    ----    ----------    ----     --------    -------   -------
BALANCE, December 31, 2000....................  14,324,923    $143     3,312,354    $ 33     $341,472    115,227   $(1,505)
                                                ==========    ====    ==========    ====     ========    =======   =======

<CAPTION>

                                                            ACCUMULATED
                                                               OTHER           TOTAL
                                                RETAINED   COMPREHENSIVE   STOCKHOLDERS'
                                                EARNINGS       LOSS         INVESTMENT
                                                --------   -------------   -------------
                                                  (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S>                                             <C>        <C>             <C>
BALANCE, December 31, 1997....................  $ 41,028     $ (2,810)       $101,708
  Sale of stock under Employee Stock Discount
    Purchase Plan.............................        --           --             492
  Exercise of options.........................        --           --              97
  Other issuance of shares....................        --           --              20
  Collection of common stock subscriptions
    receivable................................        --           --              45
  Public offering of Class A common stock,
    net.......................................        --           --         107,356
  Conversion from Class B to Class A..........        --           --              --
  Net income..................................    26,024           --
  Other comprehensive income-foreign currency
    translation adjustment....................        --        2,295
  Total comprehensive income..................                                 28,319
                                                --------     --------        --------
BALANCE, December 31, 1998....................    67,052         (515)        238,037
  Issuance of shares in acquisition of
    Excel.....................................        --           --         165,170
  Sale of stock under Employee Stock Discount
    Purchase Plan.............................        --           --           1,157
  Exercise of options.........................        --           --           1,338
  Other issuance of shares....................        --           --              50
  Conversion from Class B to Class A..........        --           --              --
  Net income..................................    41,220           --
  Other comprehensive income-foreign currency
    translation adjustment....................        --      (15,976)
  Total comprehensive income..................                                 25,244
                                                --------     --------        --------
BALANCE, December 31, 1999....................   108,272      (16,491)        430,996
  Sale of stock under Employee Stock Discount
    Purchase Plan.............................        --           --             736
  Conversion from Class B to Class A..........        --           --              --
  Exercise of warrants........................        --           --             192
  Contributions to deferred compensation
    plan......................................        --           --           1,723
  Treasury shares purchased at a price of
    $13.06 per share..........................        --           --          (1,723)
  Treasury share distribution.................        --           --              --
  Net income..................................    41,777           --
  Other comprehensive income-
    Foreign currency translation adjustment...        --      (18,355)
    Minimum pension liability.................        --       (1,952)
  Total comprehensive income..................                                 21,470
                                                --------     --------        --------
BALANCE, December 31, 2000....................  $150,049     $(36,798)       $453,394
                                                ========     ========        ========
</TABLE>

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

                                        29
<PAGE>   30

                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                          -----------------------------------
                                                            2000         1999         1998
                                                          ---------    ---------    ---------
                                                                    (IN THOUSANDS)
<S>                                                       <C>          <C>          <C>
OPERATING ACTIVITIES:
  Net income............................................  $  41,777    $  41,220    $  26,024
  Adjustments required to reconcile net income to net
     cash provided by operating activities-
     Depreciation and amortization......................     85,503       76,654       27,571
     Deferred income tax provision (benefit)............      5,769       (1,899)       7,833
     Extraordinary loss on extinguishment of debt,
       net..............................................         --        5,402          643
     Change in method of accounting, net................         --        3,147           --
     Equity in losses of affiliates and minority
       interest.........................................        914        3,978        1,481
     Other..............................................         --           --         (315)
     Change in other operating items:
       Accounts receivable..............................    107,089          148      (13,536)
       Inventories......................................    (12,566)      11,194         (905)
       Other current assets.............................    (34,219)     (28,498)      (7,631)
       Accounts payable and accrued liabilities.........    (89,706)       5,425        8,203
       Other assets and liabilities.....................     12,998      (35,829)     (41,681)
                                                          ---------    ---------    ---------
          Net cash provided by operating activities.....    117,559       80,942        7,687
                                                          ---------    ---------    ---------
INVESTING ACTIVITIES:
  Capital expenditures, net.............................   (110,132)     (80,469)     (31,822)
  Acquisitions, net.....................................    (19,110)    (524,033)    (135,712)
  Other, net............................................         --       (3,443)          --
                                                          ---------    ---------    ---------
          Net cash used in investing activities.........   (129,242)    (607,945)    (167,534)
                                                          ---------    ---------    ---------
FINANCING ACTIVITIES:
  Borrowings under revolving credit facilities..........    682,749      202,871      417,267
  Repayments of revolving credit facilities.............   (597,897)    (147,553)    (385,052)
  Long-term borrowings..................................     17,267      754,124      100,265
  Repayments of long-term borrowings....................    (82,407)    (660,830)    (116,351)
  Common stock repurchases..............................     (1,723)          --           --
  Proceeds from issuance of subordinated notes, net.....         --      394,653           --
  Proceeds from stock offering and exercise of stock
     options, net.......................................        928        2,545      107,966
  Proceeds from issuance of preferred securities........         --           --       52,525
  Debt issue costs......................................         --      (19,537)          --
                                                          ---------    ---------    ---------
          Net cash provided by financing activities.....     18,917      526,273      176,620
                                                          ---------    ---------    ---------
EFFECT OF EXCHANGE RATES ON CASH........................       (493)       3,883         (377)
                                                          ---------    ---------    ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS.................      6,741        3,153       16,396
CASH AND CASH EQUIVALENTS, beginning of period..........     23,697       20,544        4,148
                                                          ---------    ---------    ---------
CASH AND CASH EQUIVALENTS, end of period................  $  30,438    $  23,697    $  20,544
                                                          =========    =========    =========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for --
     Interest...........................................  $ 119,972    $  70,209    $  24,941
                                                          =========    =========    =========
     Income taxes.......................................  $   4,942    $  30,071    $  11,446
                                                          =========    =========    =========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        30
<PAGE>   31

                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION:

     Dura Automotive Systems, Inc. (a Delaware Corporation) and subsidiaries
("Dura") designs and manufactures components and systems primarily for the
global automotive industry. Dura has over 80 manufacturing and product
development facilities located in the United States, Australia, Brazil, Canada,
the Czech Republic, France, Germany, Mexico, Portugal, Spain and the United
Kingdom.

2. SIGNIFICANT ACCOUNTING POLICIES:

  Principles of Consolidation:

     The accompanying consolidated financial statements include the accounts of
Dura and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.

  Fiscal Year:

     Dura reports its operating results based on a 52-/53-week fiscal year. For
presentation purposes, Dura refers to December 31 as its fiscal year-end. The
fiscal year in the period ended December 31, 2000 contains fifty-three weeks and
the fiscal years in the periods ended December 31, 1999 and 1998 each contain
fifty-two weeks.

  Cash Equivalents:

     Cash equivalents consist of money market instruments with original
maturities of three months or less and are stated at cost, which approximates
fair value.

  Inventories:

     Inventories are valued at the lower of first-in, first-out ("FIFO") cost or
market.

     Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           2000        1999
                                                         --------    --------
<S>                                                      <C>         <C>
Raw materials..........................................  $ 77,357    $ 85,609
Work-in-process........................................    31,071      21,162
Finished goods.........................................    40,491      29,791
                                                         --------    --------
                                                         $148,919    $136,562
                                                         ========    ========
</TABLE>

  Other Current Assets:

     Other current assets consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           2000        1999
                                                         --------    --------
<S>                                                      <C>         <C>
Excess of cost over billings on uncompleted tooling
  projects.............................................  $ 57,621    $ 49,671
Deferred income taxes..................................    49,354      64,946
Prepaid expenses.......................................    63,108      40,087
                                                         --------    --------
                                                         $170,083    $154,704
                                                         ========    ========
</TABLE>

     Excess of cost over billings on uncompleted tooling projects represents
costs incurred by Dura in the production of customer-owned tooling to be used by
Dura in the manufacture of its products. Dura receives a specific purchase order
for this tooling and is reimbursed by the customer within one operating cycle.
Costs are deferred until reimbursed by the customer. Forecasted losses on
incomplete projects are recognized currently.

                                        31
<PAGE>   32
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Property, Plant and Equipment:

     Property, plant and equipment are stated at cost. For financial reporting
purposes, depreciation is provided on the straight-line method over the
following estimated useful lives:

<TABLE>
<S>                                             <C>
Buildings...................................    20 to 30 years
Machinery and equipment.....................    3 to 20 years
</TABLE>

     Accelerated depreciation methods are used for tax reporting purposes.

     Maintenance and repairs are charged to expense as incurred. Major
betterments and improvements which extend the useful life of the item are
capitalized and depreciated. The cost and accumulated depreciation of property,
plant and equipment retired or otherwise disposed of are removed from the
related accounts, and any residual values are charged or credited to income.

  Goodwill and Other Assets:

     Goodwill represents the excess of the purchase price over the fair value of
the net assets acquired and is being amortized on a straight-line basis over 40
years. Other assets principally consist of pension plan assets in excess of
accumulated benefit, debt financing costs, which are being amortized over the
term of the applicable agreement, deferred income taxes and Dura's net
investment in its joint ventures.

     Dura periodically evaluates whether events and circumstances have occurred
which may affect the estimated useful life or the recoverability of the
remaining balance of its goodwill and other long-lived assets. If such events or
circumstances were to indicate that the carrying amount of these assets would
not be recoverable, Dura would estimate the future cash flows expected to result
from the use of the assets and their eventual disposition. If the sum of the
expected future cash flows (undiscounted and without interest charges) were less
than the carrying amount of goodwill and other long-lived assets, Dura would
recognize an impairment loss.

  Accrued Liabilities:

     Accrued liabilities consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           2000        1999
                                                         --------    --------
<S>                                                      <C>         <C>
Compensation and benefits..............................  $ 65,306    $ 92,332
Accrued income taxes...................................    36,902      18,936
Facility closure and consolidation costs...............    29,608      63,137
Legal and environmental................................    15,005      25,996
Loss contracts.........................................     8,763       6,196
Interest...............................................     8,747      19,285
Medical insurance......................................     8,602       8,143
Other..................................................    52,099      62,406
                                                         --------    --------
                                                         $225,032    $296,431
                                                         ========    ========
</TABLE>

                                        32
<PAGE>   33
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Other Noncurrent Liabilities:

     Other noncurrent liabilities consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           2000        1999
                                                         --------    --------
<S>                                                      <C>         <C>
Pension and post-retirement benefits...................  $ 37,365    $ 46,899
Legal and environmental................................    31,952      23,141
Facility closure and consolidation costs...............    22,985      33,091
Loss contracts.........................................     8,185      21,973
Other..................................................    38,775      24,651
                                                         --------    --------
                                                         $139,262    $149,755
                                                         ========    ========
</TABLE>

  Revenue Recognition and Sales Commitments:

     Dura recognizes revenue as its products are shipped to its customers. Dura
enters into agreements with its customers at the beginning of a given vehicle's
life to produce products. Once such agreements are entered into by Dura,
fulfillment of the customers' purchasing requirements is the obligation of Dura
for the entire production life of the vehicle, with terms of up to 7 years, and
Dura has no provisions to terminate such contracts. In certain instances, Dura
may be committed under existing agreements to supply product to its customers at
selling prices which are not sufficient to cover the direct cost to produce such
product. In such situations, Dura records a liability for the estimated future
amount of such losses. Such losses are recognized at the time that the loss is
probable and reasonably estimable and is recorded at the minimum amount
necessary to fulfill Dura's obligations to its customers.

  Income Taxes:

     Dura accounts for income taxes following the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109, which requires recognition of
deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under
this method, deferred tax assets and liabilities are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using currently enacted tax rates.

  Comprehensive Income:

     Dura follows the provisions of SFAS No. 130, "Reporting Comprehensive
Income," which established standards for reporting and display of comprehensive
income and its components. Comprehensive income reflects the change in equity of
a business enterprise during a period from transactions and other events and
circumstances from non-owner sources. For Dura, comprehensive income represents
net income adjusted for foreign currency translation adjustments and additional
minimum pension liability. In accordance with SFAS No. 130, Dura has chosen to
disclose comprehensive income in the consolidated statements of stockholders'
investment.

  Fair Value of Financial Instruments:

     The carrying amount of cash and cash equivalents, accounts receivable,
inventory, accounts payable, accrued liabilities and revolving credit facilities
approximates fair value because of the short maturity of these instruments. The
carrying amount of Dura's non-subordinated long-term debt approximates fair
value because of the variability of the interest cost associated with these
instruments. The fair value of Dura's Subordinated Notes, based on quoted market
activity, approximated $315.6 million as of December 31, 2000. The fair value

                                        33
<PAGE>   34
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of Dura's Preferred Securities, based on Nasdaq market quote activity,
approximated $15.0 million as of December 31, 2000.

  New Accounting Pronouncements

     Dura adopted SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," January 1, 2001. SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument, including
certain derivative instruments embedded in other contracts be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
No. 133 requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge criteria are met, and requires that
a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. Dura has performed an analysis of
this pronouncement and the adoption of SFAS No. 133 did not have a material
impact on Dura's financial position or results of operations.

  Common Stock:

     The holder of each share of Class A common stock outstanding is entitled to
one vote per share and the holder of each share of Class B common stock
outstanding is entitled to ten votes per share.

  Stock Options:

     Dura accounts for stock options under the provisions of Accounting
Principles Board Opinion ("APB") No. 25, under which no compensation expense is
recognized when the stock options are granted. The pro forma effects had Dura
followed the provisions of SFAS No. 123 are included in Note 5.

  Use of Estimates:

     The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. The ultimate results could differ from
those estimates.

  Foreign Currency Translation:

     Assets and liabilities of Dura's foreign operations are translated using
the year-end rates of exchange. Results of operations are translated using the
average rates prevailing throughout the period. Translation gains or losses are
accumulated as a separate component of stockholders' investment.

  Change in Accounting Method:

     Effective January 1, 1999, Dura adopted the provisions of the Financial
Accounting Standards Board Statement of Position ("SOP") No. 98-5, "Reporting on
the Costs of Start-Up Activities." SOP 98-5 requires costs associated with
certain start-up activities be expensed as incurred versus capitalizing and
expensing them over a period of time. Previously, Dura capitalized certain
design and engineering costs which related to future programs and amortized
these costs over the life of the program once production began. Pursuant to the
provisions of SOP 98-5, Dura wrote off the unamortized balance of such
capitalized costs, net of income tax benefits, of approximately $3.1 million.
The write-off is reflected as a cumulative effect of change in accounting in the
accompanying consolidated statement of operations for the year ended December
31, 1999.

                                        34
<PAGE>   35
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. ACQUISITIONS:

  2000 Acquisitions

     In January 2000, Dura purchased the Jack Division of Ausco Products, Inc.
("Ausco"). Ausco produces automotive jacks primarily for North American OEMs.
Additionally, in January 2000, Dura increased its ownership interest in
Thixotech Inc. ("Thixotech"). With this additional investment, Dura now owns and
controls a majority interest in Thixotech and in 2000 began consolidating
Thixotech into Dura's financial statements. Thixotech is a producer of magnesium
die castings for the North American automotive and consumer product markets. In
January and June 2000, Dura increased its ownership interest in two previous
majority owned subsidiaries by acquiring the remaining outstanding interests in
Pollone S.A. Industria E Comercio ("Pollone") and Bowden TSK ("Bowden"). Pollone
produces cables, latches, shifters, rear window frames and pedal boxes primarily
for the South American automotive market and Bowden produces automotive cables
for European OEMs. In November 2000, Dura acquired Reiche, a manufacturer of
steering columns for European and North American OEMs.

     The Ausco, Thixotech, Pollone, Bowden and Reiche acquisitions have been
accounted for using the purchase method of accounting and, accordingly, the
assets acquired and liabilities assumed have been recorded at their fair values
as of the dates of their respective acquisition. The excess of the purchase
price over the fair value of the assets acquired and liabilities assumed has
been recorded as goodwill. Certain of the liabilities assumed of Ausco,
Thixotech, Pollone, Bowden and Reiche have been recorded based upon preliminary
estimates as of the dates of acquisition. Dura does not believe the final
allocation of purchase price will be materially different from preliminary
allocations. Any changes to the preliminary estimates within one year of the
purchase date will be reflected as an adjustment to goodwill. The operating
results of Ausco and Reiche have been included in the consolidated financial
statements of Dura since their respective dates of acquisition. The aggregate
purchase price for the 2000 acquisitions was $36.3 million, with funds provided
by borrowings under Dura's Credit Agreement (see Note 7). The pro forma effects
of these acquisitions would not have materially affected Dura's results of
operations.

  1999 Acquisitions

     Adwest

     In March 1999, Dura acquired through a cash tender offer approximately 95%
of the outstanding ordinary shares of Adwest Automotive plc ("Adwest"). Dura
subsequently purchased the remaining 5%. Adwest had annual revenues of
approximately $400 million and is a supplier of driver control products
primarily for European OEMs. Dura paid approximately $320 million to acquire all
of the outstanding shares of Adwest, including the assumption of approximately
$106.1 million in indebtedness.

     Excel

     In March 1999, Dura completed its merger with Excel Industries, Inc.
("Excel"). Excel had annual revenues of approximately $1.1 billion of which
approximately 78 percent were generated in North America with the remainder in
Europe. Dura issued an aggregate of approximately 4.9 million shares of its
Class A common stock and paid approximately $155.5 million in cash to Excel's
former shareholders. In addition, outstanding options and warrants of Excel were
converted to options and warrants of Dura, amounting to 257,520 options and
152,400 warrants. The number of options and warrants and their respective
exercise prices were adjusted based upon the share exchange ratio. Dura also
assumed approximately $164.3 million of indebtedness. In August 1999, Dura
acquired the remaining 30% minority interest in Schade from Excel's former
European partner for approximately $16.4 million in cash.

     The Adwest and Excel acquisitions have been accounted for using the
purchase method of accounting and, accordingly, the assets acquired and
liabilities assumed have been recorded at their fair values as of the

                                        35
<PAGE>   36
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

dates of their respective acquisition. The excess of the purchase price over the
fair value of the assets acquired and liabilities assumed has been recorded as
goodwill. The final allocations of purchase price made by Dura in 2000 related
to the finalization of plans for facility consolidations and were approximately
$7.7 million for costs associated with the shutdown and consolidation of certain
acquired facilities and $1.0 million for severance and other related costs.
These adjustments were recorded as an adjustment to goodwill. The operating
results of Adwest and Excel have been included in the consolidated financial
statements of Dura since their respective dates of acquisition. The cash
consideration related to the acquisitions of Adwest and Excel was financed with
borrowings under Dura's Credit Agreement (see Note 7). Pro forma results of
operations for 1999 and 1998 reflecting the acquisitions of Adwest and Excel are
included in the Pro Forma Financial Information below.

     Other 1999 Acquisitions

     In June and November of 1999, Dura purchased Metallifacture Limited
("Metallifacture") and the seat track business of Meritor Automotive, Inc.
("Meritor"). Metallifacture produces automotive jacks primarily for European
OEMs and Meritor produces seat mechanisms and structures for "Tier I" suppliers
in North America.

     The Metallifacture and Meritor acquisitions were accounted for using the
purchase method of accounting and, accordingly, the assets acquired and
liabilities assumed have been recorded at their fair values as of the dates of
the acquisitions. The excess of the purchase price over the fair value of the
assets acquired and liabilities assumed has been recorded as goodwill. The final
allocations of purchase price made by Dura in 2000 were not materially different
than the preliminary estimates. The operating results of Metallifacture and
Meritor have been included in the consolidated financial statements of Dura
since the dates of acquisition. The aggregate cash paid for these acquisitions
was $158.9 million, with funds provided by borrowings under Dura's Credit
Agreement (see Note 7). The pro forma effects of these acquisitions would not
have materially affected Dura's results of operations.

  1998 Acquisitions

     Trident

     In April 1998, Dura acquired all of the outstanding equity interests of
Trident Automotive plc ("Trident"). Trident had revenues of approximately $300.0
million in 1997, of which 69 percent was derived from sales of cable assemblies,
principally to the automotive OEM market, and the balance from door handle
assemblies, lighting and other products. Approximately 68 percent of Trident's
revenues were generated in North America, 27 percent in Europe and the remainder
in Latin America. Trident had manufacturing and technical facilities in
Michigan, Tennessee, Canada, the United Kingdom, Germany, France and Brazil.
Pursuant to the terms of the agreement, Dura acquired all of the outstanding
equity interests of Trident for total consideration of $93.2 million in cash. In
addition, Dura assumed $75.0 million of Trident's outstanding 10% Senior
Subordinated Notes (the "Notes"), which subsequently were retired (see Note 7).
Dura also repaid Trident's outstanding senior indebtedness of approximately
$53.0 million.

     The Trident acquisition has been accounted for using the purchase method of
accounting and, accordingly, the assets acquired and liabilities assumed have
been recorded at their fair values as of the date of the acquisition. The excess
of the purchase price over the fair value of the assets acquired and liabilities
assumed has been recorded as goodwill. Additional purchase liabilities recorded
during 1999 in connection with the finalization of estimates from the Trident
acquisition included approximately $11.0 million for costs associated with the
shutdown and consolidation of certain acquired facilities and $28.9 million for
severance and other related costs. During the fourth quarter of 2000, favorable
business conditions prompted Dura to remain at one of the Trident facilities
that was previously planned for closure. As a result, the related facility
consolidation accrual and goodwill were reduced in the fourth quarter of 2000.
Adjustments during 2000 to the

                                        36
<PAGE>   37
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

original reserves include a net decrease of $0.7 million for costs related to
acquired facilities and a net decrease of $7.9 million in severance and other
related costs. All adjustments were reflected as an adjustment to goodwill. The
operating results of Trident have been included in the consolidated financial
statements of Dura since the date of acquisition. The acquisition of Trident was
financed with proceeds from borrowings under Dura's Credit Agreement. Pro forma
results of operations for 1998 reflecting the Trident acquisition are included
in the Pro Forma Financial Information below.

     Other 1998 Acquisitions

     In March and August 1998, Dura purchased Universal Tool and Stamping Co.,
Inc. ("Universal Tool") and the Hinge business of Tower Automotive, Inc.
(Hinge). Universal Tool produces automotive jacks and Hinge produces automotive
hinges, both for North American OEMs.

     The Universal Tool and Hinge acquisitions were accounted for using the
purchase method of accounting and, accordingly, the assets acquired and
liabilities assumed have been recorded at their fair values as of the dates of
their respective acquisition. The excess of the purchase price over the fair
value of the assets acquired and liabilities assumed has been recorded as
goodwill. The final allocations of purchase price made by Dura in 1999 were not
materially different than the preliminary estimates. The operating results of
Universal Tool and Hinge have been included in the consolidated financial
statements of Dura since their respective dates of acquisition. The aggregate
cash paid for these acquisitions was $56.8 million, with funds provided by
borrowings under Dura's Credit Agreement (see Note 7). The pro forma effects of
these acquisitions are included in the Pro Forma Financial Information below.

  Acquisition Integrations

     Dura has developed and begun implementing facility consolidation plans
designed to integrate the operations of recent acquisitions. As of December 31,
2000, purchase liabilities recorded in conjunction with the acquisitions
included approximately $34.2 million for costs associated with the shutdown and
consolidation of certain acquired facilities and $13.9 million for severance and
other related costs. Costs incurred and charged to these reserves amounted to
$13.9 million related to acquired facilities and $14.3 million in severance and
other related costs during the year ended December 31, 2000. Adjustments to
these reserves during 2000 related to certain of the acquisitions as discussed
above amounted to a net increase of $3.1 million related to acquired facilities
and a net reduction of $8.9 million in severance. The remaining employee
terminations and facility closures are expected to be completed by the end of
2001 except for contractual obligations that will continue through 2005.

  Pro Forma Financial Information

     The accompanying unaudited consolidated pro forma results of operations for
the year ended December 31, 1999 give effect to (i) the acquisitions of Adwest
and Excel, (ii) the offering of the Senior Subordinated Notes (see Note 7), and
(iii) the tender of the Trident notes (see Note 7) as if such transactions had
occurred at the beginning of the period and excludes the effects of the
extraordinary loss and change in accounting method. The accompanying unaudited
consolidated pro forma results of operations for the year ended December 31,
1998 give effect to (i) the acquisitions of Adwest, Excel and the Other 1998
Acquisitions, (ii) the Offering, (iii) the offering of the Preferred Securities,
(iv) the offering of the Senior Subordinated Notes and (v) the tender of the
Trident notes as if such transactions had occurred at the

                                        37
<PAGE>   38
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

beginning of the period and excludes the effects of the extraordinary loss (in
thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                             PRO FORMA
                                                        FOR THE YEARS ENDED
                                                            DECEMBER 31,
                                                      ------------------------
                                                         1999          1998
                                                      ----------    ----------
<S>                                                   <C>           <C>
Revenues............................................  $2,589,436    $2,525,448
Operating income....................................     167,881       159,559
Net income before extraordinary item................      38,138        30,371
Basic earnings per share............................  $     2.20    $     1.70
Diluted earnings per share..........................  $     2.14    $     1.70
</TABLE>

     The unaudited pro forma consolidated financial information does not purport
to represent what Dura's financial position or results of operations would
actually have been if these transactions had occurred at such dates or to
project Dura's future results of operations.

4. FACILITY CONSOLIDATION, PRODUCT RECALL AND OTHER CHARGES:

  2000 Plan

     Throughout 2000 Dura evaluated manufacturing capacity issues and
opportunities for cost reduction given the reduced demand in the recreational
vehicle market and the available capacity within Dura's automotive operations.
As a result, in the fourth quarter of 2000, Dura began to implement several
actions including discontinuing operations in two North American facilities,
combining the Driver Control and Engineered Products divisions into one, Cockpit
Systems, and reducing and consolidating certain support activities to achieve an
appropriate level of support personnel relative to remaining operations and
future business requirements. These actions resulted in a fourth quarter
restructuring charge of $6.8 million, including severance related payments of
$6.2 million and facility closure costs of approximately $0.6 million.

     The decision to exit the two facilities will result in a reduction in the
work force of approximately 50 salaried and 426 hourly employees. Additionally,
the decision to consolidate two divisions into one will result in a reduction of
approximately 79 salaried employees. These restructuring actions are expected to
be completed by the end of 2001.

     Costs incurred and charged to the reserves as of December 31, 2000 amounted
to $2.6 million in severance related costs with 29 salaried employees
terminated. Additionally, during 2000, Dura expensed as incurred approximately
$0.8 million of equipment relocation costs incurred in connection with the
implementation of the 2000 plan. The effect of the costs expensed as incurred is
reflected as facility consolidation and other charges in the consolidated
statement of operations for 2000.

  Product Recall

     In the second quarter of fiscal 2000, Dura settled two product recall
matters through a cost sharing agreement with a significant customer. As a
result of this agreement, Dura recorded a one-time pretax charge to operations
of $16.0 million to cover amounts not previously reserved. These recalls were
announced in the first half of 1999 and involved concerns associated with
Trident Automotive plc speed control cables and a secondary hood latch.

  1999 Plan

     In the fourth quarter of 1999, Dura began to implement a comprehensive
facility consolidation plan to consolidate certain facilities designed to lower
its cost structure and improve the long-term competitive

                                        38
<PAGE>   39
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

position of Dura. As a result of the Plan, Dura recognized charges to operations
of $16.2 million. Included in this charge are the costs associated with
consolidating and eliminating certain facilities and associated lease
obligations of $1.4 million; severance related to employee terminations of $13.2
million; and asset impairments of $1.6 million. The asset impairments consist of
long-lived assets, including fixed assets, manufacturing equipment, and
leasehold improvements, from facilities Dura intends to dispose of or
discontinue their use. Impairment was measured based on estimated proceeds on
the sale of the facilities and equipment. The majority of the countries in which
Dura operates have statutory requirements with regards to the minimum severance
payments that must be made to employees upon termination. The facility
consolidation plan originally called for the termination of approximately 5
salaried plant management and 313 hourly plant manufacturing employees primarily
under SFAS No. 112, "Employers' Accounting for Post-employment Benefits".
However, capacity and customer issues identified in the fourth quarter of 2000
have prompted Dura to remain at one of the European facilities that was
previously planned for closure. As a result, the related reserves of $7.8
million of severance and $0.4 million of facility obligations were reversed in
the fourth quarter of 2000 and the plan now calls for the termination of 5
salaried plant management and 41 hourly plant manufacturing employees of which 3
and 41 were terminated as of December 31, 2000, respectively. Costs incurred and
charged to the reserves as of December 31, 2000 amounted to $1.1 million related
to lease and other closure costs, $5.0 million in severance and $1.6 million
related to asset impairment. These restructuring actions are expected to be
completed by the end of 2001.

5. STOCKHOLDERS' INVESTMENT:

  Public Offering of Common Stock:

     During June 1998, Dura completed an offering of 3,500,000 shares of its
Class A common stock at an offering price of $32.75 per share ("Offering"). Net
proceeds to Dura, after underwriting discounts and offering expenses, were
approximately $107.4 million. Proceeds from the Offering were used to retire
outstanding indebtedness. Certain stockholders of Dura converted 1,308,000
shares of Class B common stock of Dura into Class A stock and sold such Class A
stock concurrent with the Offering. In addition, an employee of Dura exercised
an option to acquire 5,000 shares of Class A common stock at an exercise price
of $14.50 per share, and sold such Class A shares concurrent with the Offering.

  Earnings Per Share:

     Basic earnings per share were computed by dividing net income by the
weighted average number of Class A and Class B common shares outstanding during
the year. Diluted earnings per share include (i) the effects of outstanding
stock options and warrants using the treasury stock method, and (ii) the
conversion of the Preferred Securities from their date of issuance on March 20,
1998, as follows (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                                        -----------------------------
                                                         2000       1999       1998
                                                        -------    -------    -------
<S>                                                     <C>        <C>        <C>
Net income............................................  $41,777    $41,220    $26,024
Dividends on mandatorily redeemable convertible
  preferred securities, net of tax....................    2,445      2,445      1,908
                                                        -------    -------    -------
Net income applicable to common
  stockholders -- diluted.............................  $44,222    $43,665    $27,932
                                                        =======    =======    =======
Weighted average number of Class A common shares
  outstanding.........................................   14,150     12,940      6,763
Weighted average number of Class B common shares
  outstanding.........................................    3,318      3,323      3,945
                                                        -------    -------    -------
                                                         17,468     16,263     10,708
</TABLE>

                                        39
<PAGE>   40
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                                        -----------------------------
                                                         2000       1999       1998
                                                        -------    -------    -------
<S>                                                     <C>        <C>        <C>
Dilutive effect of outstanding stock options after
  application of the treasury stock method............       14        101         81
Dilutive effect of warrants...........................       76        114         --
Dilutive effect of mandatorily redeemable convertible
  preferred securities, assuming conversion...........    1,289      1,289      1,006
                                                        -------    -------    -------
Diluted shares outstanding............................   18,847     17,767     11,795
                                                        =======    =======    =======
Basic earnings per share..............................  $  2.39    $  2.53    $  2.43
                                                        =======    =======    =======
Diluted earnings per share............................  $  2.35    $  2.46    $  2.37
                                                        =======    =======    =======
</TABLE>

  Stock Option Plan:

     During 1998, the board of directors and stockholders approved the 1998
Stock Incentive Plan (the "1998 Plan"). Certain people who are full-time,
salaried employees of Dura are eligible to participate in the 1998 Plan (an
"Employee Participant"). A committee of the board of directors selects the
Employee Participants and determines the terms and conditions of the options.
The 1998 Plan provides for the issuance of options at exercise prices equal to
the stock market price on the date of grant to Employee Participants covering up
to 1,000,000 shares of Class A common stock of Dura plus any shares carried over
from the 1996 Key Employee Stock Option Plan plus an annual increase, as defined
in the 1998 Plan, subject to certain adjustments reflecting changes in Dura's
capitalization. As of December 31, 2000, 2,517,671 shares of Dura's Class A
common stock were available for issuance under the 1998 Plan. Information
regarding the option plans is as follows:

<TABLE>
<CAPTION>
                                                                          WEIGHTED
                                                              WEIGHTED    AVERAGE
                                    SHARES                    AVERAGE    FAIR VALUE   EXERCISABLE
                                     UNDER       EXERCISE     EXERCISE   OF OPTIONS    AT END OF
                                    OPTION        PRICE        PRICE      GRANTED        YEAR
                                   ---------   ------------   --------   ----------   -----------
<S>                                <C>         <C>            <C>        <C>          <C>
Outstanding, December 31, 1997...    316,673   $14.50-28.00    $20.86      $14.05        89,798
  Granted........................    740,700    29.00-38.63     30.96
  Exercised......................     (5,700)   14.50-20.75     15.27
  Forfeited......................    (46,875)   20.75-38.63     37.40
                                   ---------   ------------
Outstanding, December 31, 1998...  1,004,798    14.50-38.63     27.57       16.61       179,623
  Granted........................    826,000    17.00-29.25     18.13
  Granted(1).....................    257,520    15.31-26.72     20.35
  Exercised......................    (80,015)   15.47-25.75     17.48
  Forfeited......................    (52,045)   15.47-38.63     28.89
                                   ---------   ------------
Outstanding, December 31, 1999...  1,956,258    14.50-38.63     23.01       10.75       527,134
  Granted........................     55,000    12.81-14.44     13.66
  Exercised......................         --             --        --
  Forfeited......................   (371,570)   15.31-38.63     26.48
                                   ---------   ------------
Outstanding, December 31, 2000...  1,639,688   $12.81-38.63    $21.81      $ 6.09       489,196
</TABLE>

---------------
(1) These shares were granted in accordance with the acquisition of Excel
    Industries, Inc. in March 1999 (See Note 3).

                                        40
<PAGE>   41
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The weighted average exercise price of options exercisable at end of year
was $22.87 per share at December 31, 2000, $23.09 at December 31, 1999 and
$18.39 at December 31, 1998. All options granted in the stock option plan have a
contractual life of 10 years from the date of grant.

  Independent Director Stock Option Plan:

     The Dura Automotive Systems, Inc. Independent Director Stock Option Plan
(the "Director Option Plan") provides for the issuance of options to Independent
Directors, as defined, to acquire up to 100,000 shares of Dura's Class A common
stock, subject to certain adjustments reflecting changes in Dura's
capitalization. The option exercise price must be at least 100 percent of the
market value of the Class A common stock at the time the option is issued. Such
option grants vest six months from the date of grant. As of December 31, 2000,
Dura had granted options under the Director Option Plan to acquire 21,000 shares
of Dura's Class A common stock at an exercise price of $24.50 to $25.50 per
share. As of December 31, 2000, 19,000 of these options were exercisable. No
granted options have been exercised.

  Employee Stock Discount Purchase Plan:

     The Dura Automotive Systems, Inc. Employee Stock Discount Purchase Plan
(the "Employee Stock Purchase Plan") provides for the sale of up to 500,000
shares of Dura's Class A common stock at discounted purchase prices, subject to
certain limitations. The cost per share under this plan is 85% of the market
value of Dura's Class A common stock at the date of purchase, as defined.
Pursuant to this plan, 63,063, 51,283 and 24,932 shares of Class A common stock
were issued to employees during the years ended December 31, 2000, 1999 and
1998, respectively. The weighted average fair value of shares purchased in 2000,
1999 and 1998 was $13.73, $26.42 and $25.94, respectively.

  Deferred Income Stock Plan

     During 1999, Dura established the Deferred Income Leadership Stock Purchase
Plan (the "Deferred Income Stock Plan"), which allows certain employees to defer
receipt of all or a portion of their annual cash bonus. Dura makes a matching
contribution of one-third of the employee's deferral. Dura's matching
contribution vests on the first day of the third plan year following the date of
the employee's deferral. In accordance with the terms of the plan, the
employee's deferral and Dura's matching contribution have been placed in a
"Rabbi" trust, which invests solely in Dura's Class A common stock. During 2000,
16,694 shares were distributed to employees leaving 115,227 units remaining to
be distributed. This trust arrangement offers the employee a degree of assurance
for ultimate payment of benefits without causing constructive receipt for income
tax purposes. Distributions to the employee from the trust can only be made in
the form of Dura's Class A common stock. The assets of the trust remain subject
to the creditors of Dura and are not the property of the employees; therefore,
they are included as a separate component of stockholders' investment under the
caption Treasury Stock.

  Stock-Based Compensation Plans:

     Dura has elected to continue accounting for the above plans under APB No.
25, under which no compensation cost has been recognized during the three years
ended December 31, 2000. Had compensation

                                        41
<PAGE>   42
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

cost for these plans been determined as required under SFAS No. 123, Dura's pro
forma net income and pro forma earnings per share would have been as follows (in
thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                                        -----------------------------
                                                         2000       1999       1998
                                                        -------    -------    -------
<S>                                                     <C>        <C>        <C>
Net income
  As Reported -- Basic................................  $41,777    $41,220    $26,024
  Pro Forma...........................................  $39,741     38,728     25,530
  As Reported -- Diluted..............................  $44,222    $43,665    $27,932
  Pro Forma...........................................  $42,186     41,173     27,438
Basic earnings per share
  As Reported.........................................  $  2.39    $  2.53    $  2.43
  Pro Forma...........................................  $  2.28       2.38       2.38
Diluted earnings per share
  As Reported.........................................  $  2.35    $  2.46    $  2.37
  Pro-Forma...........................................  $  2.24       2.32       2.33
</TABLE>

     The effect of the stock issued under the Employee Stock Purchase Plan was
not material for 2000, 1999 and 1998.

     The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes option pricing model with the following weighted average
assumptions: risk free interest rates of 5.7% in 2000, 5.3% to 6.4% in 1999 and
4.6% to 5.7% in 1998; expected life of four years for 2000, 1999 and 1998; an
average expected volatility of 49% in 2000, 47% in 1999 and 46% in 1998.

  Dividends:

     Dura has not declared or paid any cash dividends in the past. As discussed
in Note 7, Dura's Credit Agreement restricts the amount of dividends Dura can
declare or pay. As of December 31, 2000, under the most restrictive debt
covenants, the Company could not have paid any cash dividends.

6. MANDATORILY REDEEMABLE CONVERTIBLE TRUST PREFERRED SECURITIES:

     In March 1998, Dura Automotive Systems Capital Trust (the "Issuer"), a
wholly owned statutory business trust of Dura, completed the offering of $55.3
million of its 7 1/2% Convertible Trust Preferred Securities ("Preferred
Securities"), resulting in net proceeds to Dura of approximately $52.6 million.
The Preferred Securities are redeemable, in whole or part, on or after March 31,
2001 and all Preferred Securities must be redeemed no later than March 31, 2028.
The Preferred Securities are convertible, at the option of the holder into Class
A common stock of Dura at a rate of 0.5831 shares of Class A common stock for
each Preferred Security, which is equivalent to a conversion price of $42 7/8
per share. The net proceeds of the offering were used to repay outstanding
indebtedness. Dividends on the Preferred Securities, net of the related income
tax benefit, are reflected as minority interest in the accompanying consolidated
statements of operations.

     No separate financial statements of the Issuer have been included herein.
Dura does not consider that such financial statements would be material to
holders of Preferred Securities because (i) all of the voting securities of the
Issuer are owned, directly or indirectly, by Dura, a reporting company under the
Exchange Act, (ii) the Issuer has no independent operations and exists for the
sole purpose of issuing securities representing undivided beneficial interests
in the assets of the Issuer and investing the proceeds thereof in 7 1/2%
convertible subordinated debentures due March 2028 issued by Dura and (iii) the
obligations of the Issuer under the Preferred Securities are fully and
unconditionally guaranteed by Dura.

                                        42
<PAGE>   43
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. DEBT:

     Debt consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                      ------------------------
                                                         2000          1999
                                                      ----------    ----------
<S>                                                   <C>           <C>
Credit Agreement:
  Tranche A and B term loans........................  $  506,115    $  550,521
  Revolving credit facility.........................     292,764       208,751
  9% Senior subordinated notes......................     394,240       401,560
  Other.............................................      32,095        70,190
                                                      ----------    ----------
                                                       1,225,214     1,231,022
Less -- Current maturities..........................     (64,013)      (52,712)
                                                      ----------    ----------
                                                      $1,161,201    $1,178,310
                                                      ==========    ==========
</TABLE>

     Future maturities of long-term debt as of December 31, 2000 are as follows
(in thousands):

<TABLE>
<CAPTION>

<S>                                                <C>
2001.............................................  $   64,013
2002.............................................      62,091
2003.............................................      62,954
2004.............................................      65,558
2005.............................................     506,224
Thereafter.......................................     464,374
                                                   ----------
                                                   $1,225,214
                                                   ==========
</TABLE>

     In connection with the acquisitions of Adwest and Excel, Dura entered into
an amended and restated $1.15 billion credit agreement ("Credit Agreement"). The
Credit Agreement provides for revolving credit facilities of $400.0 million, a
$275.0 million tranche A term loan, a $275.0 million tranche B term loan and a
$200.0 million interim term loan facility. As of December 31, 2000, rates on
borrowings under the Credit Agreement are generally based on LIBOR and ranged
from 6.6% to 8.9%. Borrowings under the tranche A term loan are due and payable
in March 2005 and borrowings under the tranche B term loan are due and payable
in March 2006. The revolving credit facility is available until March 2005.
Borrowings under the interim loan were due and payable in September 2000, and,
as further discussed below, were repaid in April 1999. The Credit Agreement
contains various restrictive covenants which limit indebtedness, investments,
rental obligations and cash dividends. The Credit Agreement also requires Dura
to maintain certain financial ratios including minimum liquidity and interest
coverage. Existing economic and industry conditions have resulted in a
significant decline in projected vehicle production volumes for the first
quarter of 2001. If these conditions continue throughout the year, Dura is
forecasting that it could be out of compliance with certain financial covenants
included in the Credit Agreement which become more restrictive in the third
quarter of 2001. In response, Dura has initiated discussions with its lenders
with respect to amending such financial covenants. While Dura currently believes
that it will be successful in obtaining an amendment, there can be no assurance
that an amendment can be obtained on terms acceptable to Dura if this potential
event of non-compliance materializes. No adjustment to the carrying amount or
classification of assets or liabilities in the accompanying financial statements
have been made with respect to this potential event of non-compliance. Dura was
in compliance with the covenants as of December 31, 2000. Borrowings under the
Credit Agreement are collateralized by substantially all assets of Dura.

     The Credit Agreement provides Dura with the ability to denominate a portion
of its revolving credit borrowings in foreign currencies up to an amount equal
to $100.0 million. As of December 31, 2000, $222.0

                                        43
<PAGE>   44
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

million of borrowings were denominated in U.S. dollars, $51.1 million of
borrowings were denominated in British pound sterling, $10.3 million of
borrowings were denominated in Euro, $6.0 million of borrowings were denominated
in Canadian dollars and $3.4 million of borrowings were denominated in
Australian dollars.

     In connection with the termination of Dura's 1998 credit facility, Dura
wrote-off deferred financing costs of approximately $2.7 million, net of income
taxes, during the first quarter of 1999. In addition, Dura wrote-off costs of
approximately $2.7 million, net of income taxes, related to the tender of the
$75.0 million of Trident outstanding 10% Senior Subordinated Notes due 2005
during the second quarter of 1999. These charges are reflected as extraordinary
items in the accompanying 1999 statement of operations. Dura also refinanced
certain indebtedness and wrote-off deferred financing costs of approximately
$643,000, net of income taxes, in 1998. This charge is reflected as an
extraordinary item in the accompanying 1998 statement of operations.

8. SENIOR SUBORDINATED NOTES:

     In April 1999, Dura completed the offering of $300 million and Euro 100
million of senior subordinated notes ("Subordinated Notes"). The Subordinated
Notes mature in May 2009 and bear interest at 9% per year, which is payable
semi-annually. Net proceeds from this offering of approximately $394.7 million
were used to repay the $200.0 million interim term loan, approximately $78.1
million to retire other indebtedness and approximately $118.9 million to be used
for general corporate purposes. These notes are collateralized by guarantees of
certain of Dura's subsidiaries.

9. INCOME TAXES:

     The summary of income before provision for income taxes, equity in losses
of affiliates, minority interests, cumulative effect of change in accounting and
extraordinary items consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                                        -----------------------------
                                                         2000       1999       1998
                                                        -------    -------    -------
<S>                                                     <C>        <C>        <C>
Domestic..............................................  $53,304    $81,714    $43,048
Foreign...............................................   22,403     12,462      7,941
                                                        -------    -------    -------
     Total............................................  $75,707    $94,176    $50,989
                                                        =======    =======    =======
</TABLE>

     The provision for income taxes consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                                        -----------------------------
                                                         2000       1999       1998
                                                        -------    -------    -------
<S>                                                     <C>        <C>        <C>
Currently payable --
  Domestic............................................  $ 2,429    $32,478    $ 9,827
  Foreign.............................................   22,373      7,405      3,273
                                                        -------    -------    -------
     Total............................................   24,802     39,883     13,100
                                                        -------    -------    -------
Deferred --
  Domestic............................................    7,765     (3,525)     6,797
  Foreign.............................................   (1,996)     1,626      1,036
                                                        -------    -------    -------
     Total............................................    5,769     (1,899)     7,833
                                                        -------    -------    -------
     Total............................................  $30,571    $37,984    $20,933
                                                        =======    =======    =======
</TABLE>

                                        44
<PAGE>   45
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     A reconciliation of the provision for income taxes at the statutory rates
to the reported income tax provision is as follows (in thousands):

<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                                        -----------------------------
                                                         2000       1999       1998
                                                        -------    -------    -------
<S>                                                     <C>        <C>        <C>
Federal provision at statutory rates..................  $26,178    $32,962    $17,846
Foreign net operating losses not benefited............    5,544      2,259         --
Amortization of non-deductible goodwill...............    3,646      2,921        943
Foreign provision in excess of U.S. tax rate..........      970      2,089      1,830
State taxes, net of federal benefit...................      628      1,495        900
Research & development credits........................   (1,250)    (2,250)        --
Capital loss utilization..............................   (2,045)        --         --
Foreign sales corporation benefit.....................   (2,752)      (953)      (570)
Other, net............................................     (348)      (539)       (16)
                                                        -------    -------    -------
     Total............................................  $30,571    $37,984    $20,933
                                                        =======    =======    =======
</TABLE>

     A summary of deferred tax assets (liabilities) is as follows (in
thousands):

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           2000        1999
                                                         --------    --------
<S>                                                      <C>         <C>
Depreciation and property basis differences............  $(26,936)   $(43,377)
Net operating loss carryforwards.......................    24,757       7,570
Facility closure and consolidation costs...............    19,957      35,080
Accrued compensation costs.............................    17,582      12,682
Legal and environmental costs..........................    13,148      17,063
Post-retirement benefit obligations....................     7,093      12,724
Loss contracts.........................................     4,124       9,859
Capital loss carryforward..............................     3,696          --
Inventory valuation adjustments........................     3,461       4,200
Bad debt allowance.....................................     1,370       4,472
Other..................................................     8,457      15,561
Valuation allowance....................................   (10,819)     (4,175)
                                                         --------    --------
                                                         $ 65,890    $ 71,659
                                                         ========    ========
</TABLE>

     Net current deferred tax assets of $49.4 million in 2000 and $64.9 million
in 1999 are included in other current assets. Net long term deferred tax assets
of $16.5 million in 2000 and $6.7 million in 1999 are included in other assets.
In 2000 and 1999, the valuation allowance increased by $6.6 million and $2.3
million respectively, to reflect uncertainties related to specific loss
carryforwards. No provision has been made for U.S. income taxes related to
undistributed earnings of foreign subsidiaries that are intended to be
permanently reinvested. As of December 31, 2000, Dura had approximately $65.1
million of net operating loss carryforwards. Of the total loss carryforwards,
$46.5 million have no expiration and $19.6 million expire in 2004 through 2019.

10. SEGMENT REPORTING:

     Dura follows the provisions of SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." Dura is organized in three divisions
based on the products that each division offers to vehicle OEM customers. Each
division reports their results of operations, submits budgets and makes capital

                                        45
<PAGE>   46
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

expenditure requests to the chief operating decision-making group. This group
consists of the president and chief executive officer, the presidents of the
three divisions, the chief financial officer, the vice-presidents of sales and
human resources and the director of developing markets. Dura's operating
segments have been aggregated into one reportable segment, as Dura believes it
meets the aggregation criteria of SFAS No. 131. Dura's divisions, each with a
separate management team, are dedicated to providing vehicle components and
systems to OEM customers. Each of the divisions demonstrate similar economic
performance, mainly driven by vehicle production volumes of the customers for
which they service. All of the Dura's operations use similar manufacturing
techniques and utilize common cost saving tools. These techniques include
continuous improvement programs designed to reduce Dura's overall cost base and
to enable Dura to better handle OEM volume fluctuations.

     The following table presents revenues and long-lived assets for each of the
geographic areas in which Dura operates (in thousands):

<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,
                         -------------------------------------------------------------------------
                                  2000                      1999                     1998
                         -----------------------   -----------------------   ---------------------
                                      LONG-LIVED                LONG-LIVED              LONG-LIVED
                          REVENUES      ASSETS      REVENUES      ASSETS     REVENUES     ASSETS
                         ----------   ----------   ----------   ----------   --------   ----------
<S>                      <C>          <C>          <C>          <C>          <C>        <C>
North America..........  $1,784,664    $304,594    $1,493,749    $300,391    $570,464    $126,368
Europe.................     798,471     200,178       679,662     192,862     149,914      57,803
Other foreign
  countries............      49,949      29,140        26,974       7,641      19,089       4,561
                         ----------    --------    ----------    --------    --------    --------
                         $2,633,084    $533,912    $2,200,385    $500,894    $739,467    $188,732
                         ==========    ========    ==========    ========    ========    ========
</TABLE>

     Revenues are attributed to geographic locations based on the location of
product production.

     The following is a summary composition by product category of Dura's
revenues (in thousands):

<TABLE>
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                                                  ------------------------------------
                                                     2000          1999         1998
                                                  ----------    ----------    --------
<S>                                               <C>           <C>           <C>
Engineered products.............................  $  603,626    $  459,579    $197,991
Window systems..................................     504,807       393,202          --
Automotive cables...............................     394,662       411,740     282,616
Seating systems.................................     349,780       123,112          --
Door & exterior trim systems....................     226,209       220,938          --
Parking brake mechanisms........................     205,398       246,124     134,856
Transmission shifter mechanisms.................     184,254       214,387     124,004
Mobile products.................................     164,348       131,303          --
                                                  ----------    ----------    --------
Revenues from external customers................  $2,633,084    $2,200,385    $739,467
                                                  ==========    ==========    ========
</TABLE>

     Dura sells its products directly to OEMs. Customers that accounted for a
significant portion of consolidated revenues for each of the three years in the
period ended December 31, 2000 were as follows:

<TABLE>
<CAPTION>
                                                                  YEARS ENDED
                                                                  DECEMBER 31,
                                                              --------------------
                                                              2000    1999    1998
                                                              ----    ----    ----
<S>                                                           <C>     <C>     <C>
Ford Motor Company..........................................   26%     26%     36%
General Motors..............................................   13%     15%     23%
DaimlerChrysler.............................................   10%     11%     15%
Lear Corporation............................................   10%      3%     --
</TABLE>

                                        46
<PAGE>   47
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     As of December 31, 2000 and 1999, receivables from these customers
represented 50% and 49% of total accounts receivable.

11. EMPLOYEE BENEFIT PLANS:

  Defined Benefit Plans and Post-retirement Benefits:

     Dura sponsors nineteen defined benefit plans that cover certain hourly and
salary employees in the United States and certain European countries. Dura's
policy is to make annual contributions to the plans to fund the normal cost as
required by local regulations. In addition, Dura has ten post-retirement medical
benefit plans for certain employee groups and has recorded a liability for its
estimated obligation under these plans. The tables below are based on a
September 30 measurement date in 2000 and a December 31 measurement date in
1999.

     The change in benefit obligation, plan assets and funded status consisted
of the following (in thousands):

<TABLE>
<CAPTION>
                             PENSION PLANS IN WHICH    PENSION PLANS IN WHICH
                                  ASSETS EXCEED         ACCUMULATED BENEFITS     POST-RETIREMENT BENEFITS
                              ACCUMULATED BENEFITS          EXCEED ASSETS           OTHER THAN PENSIONS
                             -----------------------   -----------------------   -------------------------
                                2000         1999         2000         1999         2000          1999
                             ----------   ----------   ----------   ----------   -----------   -----------
<S>                          <C>          <C>          <C>          <C>          <C>           <C>
Change in Benefit
  Obligation:
  Benefit obligation at
     beginning of year.....   $ 89,313     $ 12,656     $ 81,268     $ 21,965     $ 23,183      $ 17,685
  Service cost.............      3,028        1,980        1,564        3,707          448           777
  Interest cost............      4,960        3,391        5,401        4,539        1,633         1,851
  Plan participants'
     contributions.........        463          420          194          210           --           136
  Amendments...............        737           --           --           --           --            --
  Actuarial (gain) loss....     (3,292)      (2,595)      (6,828)      (1,354)        (223)         (891)
  Acquisitions.............         --       69,189           --       63,576          791         5,277
  Benefits paid............     (6,125)      (3,123)      (4,384)      (4,180)      (2,470)       (1,747)
  Exchange rate changes....     (5,555)         429        2,151         (229)         (41)           95
                              --------     --------     --------     --------     --------      --------
  Benefit obligation at end
     of year...............   $ 83,529     $ 82,347     $ 79,366     $ 88,234     $ 23,321      $ 23,183
                              ========     ========     ========     ========     ========      ========
Change in Plan Assets:
  Fair value at plan assets
     at beginning of
     year..................   $117,709     $ 11,127     $ 61,250     $ 15,362     $     --      $     --
  Actual return on plan
     assets................        619        8,901       (3,434)       1,529           --            --
  Acquisitions.............         --       92,370        2,870       52,515           --            --
  Employer contributions...      2,480        1,505        3,652        1,596        2,448         1,706
  Plan participants'
     contributions.........        463          420           --          210           --           104
  Benefits paid............     (6,125)      (3,123)      (3,874)      (3,781)      (2,448)       (1,810)
  Exchange rate changes....     (7,669)         382         (808)         (54)          --            --
                              --------     --------     --------     --------     --------      --------
  Fair value of plan assets
     at end of year........   $107,477     $111,582     $ 59,656     $ 67,377     $     --      $     --
                              ========     ========     ========     ========     ========      ========
</TABLE>

                                        47
<PAGE>   48
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
                             PENSION PLANS IN WHICH    PENSION PLANS IN WHICH
                                  ASSETS EXCEED         ACCUMULATED BENEFITS     POST-RETIREMENT BENEFITS
                              ACCUMULATED BENEFITS          EXCEED ASSETS           OTHER THAN PENSIONS
                             -----------------------   -----------------------   -------------------------
                                2000         1999         2000         1999         2000          1999
                             ----------   ----------   ----------   ----------   -----------   -----------
<S>                          <C>          <C>          <C>          <C>          <C>           <C>
Change in Funded Status:
  Funded status............   $ 23,948     $ 29,235     $(19,710)    $(20,857)    $(23,321)     $(23,183)
  Unrecognized actuarial
     (gain) loss...........     (2,098)      (3,084)       4,896        2,335       (1,255)       (1,102)
  Unrecognized prior
     service cost..........        867          256            5          192          (64)          (72)
  Adjustment to recognize
     minimum liability.....      3,897         (797)      (4,065)        (642)          --            --
                              --------     --------     --------     --------     --------      --------
  Prepaid/(Accrued) benefit
     cost..................   $ 26,614     $ 25,610     $(18,874)    $(18,972)    $(24,640)     $(24,357)
                              ========     ========     ========     ========     ========      ========
</TABLE>

     The following weighted-average assumptions were used to account for the
plans:

<TABLE>
<CAPTION>
                                                                   POST-RETIREMENT BENEFITS
                                            PENSION BENEFITS         OTHER THAN PENSIONS
                                         ----------------------    ------------------------
                                           2000         1999          2000          1999
                                         ---------    ---------    ----------    ----------
<S>                                      <C>          <C>          <C>           <C>
Discount rate..........................  5.50-7.50%   5.50-7.50%   6.75-7.50%    6.75-7.50%
Expected return on plan assets.........  7.50-8.00%   7.50-9.50%         N/A           N/A
Rate of compensation increase..........  2.50-4.00%   2.50-4.80%         N/A           N/A
</TABLE>

     For measurement purposes, a 5.00%-8.50% annual rate of increase in the per
capita cost of covered health care benefits was assumed for 2000. The rate was
assumed to remain constant thereafter.

     The components of net periodic benefit costs are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                    POST-RETIREMENT BENEFITS
                                          PENSION BENEFITS             OTHER THAN PENSIONS
                                      YEARS ENDED DECEMBER 31,      YEARS ENDED DECEMBER 31,
                                    ----------------------------    -------------------------
                                      2000       1999      1998      2000      1999     1998
                                    --------   --------   ------    -------   -------   -----
<S>                                 <C>        <C>        <C>       <C>       <C>       <C>
Service cost......................  $  4,592   $  5,724   $1,377    $  451    $  780    $246
Interest cost.....................    10,362      7,926    1,424     1,654     1,872     830
Expected return on plan assets....   (13,299)   (10,763)  (1,600)       --        --      --
Amendments/curtailments...........         2       (470)      --        --        --      --
Amortization of prior service
  cost............................      (675)      (319)      46       (46)       (8)     (8)
Recognized actuarial (gain)
  loss............................         5        644       15        --        25     (72)
                                    --------   --------   ------    ------    ------    ----
Net periodic benefit cost.........  $    987   $  2,742   $1,262    $2,059    $2,669    $996
                                    ========   ========   ======    ======    ======    ====
</TABLE>

     Assumed health care cost trend rates have a significant effect on the
amounts reported for the post-retirement medical benefit plans. A one
percentage-point change in assumed health care cost trend rates would have the
following effects (in thousands):

<TABLE>
<CAPTION>
                                             1-PERCENTAGE-POINT    1-PERCENTAGE-POINT
                                                  INCREASE              DECREASE
                                             ------------------    ------------------
<S>                                          <C>                   <C>
Effect on total of service and interest
  cost components..........................        $  180               $  (156)
Effect on the post-retirement benefit
  obligation...............................        $1,611               $(1,439)
</TABLE>

                                        48
<PAGE>   49
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Retirement Savings Plans:

     Dura sponsors various employee retirement savings plans that allow
qualified employees to provide for their retirement on a tax-deferred basis. In
accordance with the terms of the retirement savings plans, Dura is required to
match certain of the participants' contributions and/or provide employer
contributions based on Dura's performance and other factors. Such employer
contributions totaled $9.5 million, $4.7 million and $2.8 million during fiscal
2000, 1999 and 1998.

12. COMMITMENTS AND CONTINGENCIES:

  Leases:

     Dura leases office and manufacturing space and certain equipment under
operating lease agreements which require it to pay maintenance, insurance, taxes
and other expenses in addition to annual rentals. Future annual rental
commitments at December 31, 2000 under these operating leases are as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR                                                 AMOUNT
----                                                 -------
<S>                                                  <C>
2001...............................................  $10,064
2002...............................................   10,859
2003...............................................   11,936
2004...............................................   11,300
2005...............................................   11,610
Thereafter.........................................   27,637
</TABLE>

  Litigation:

     Dura is subject to various legal actions and claims incidental to its
business, including those arising out of alleged defects, product warranties,
employment-related matters and environmental matters. In the event of a product
recall by an original equipment manufacturer, it is possible that the
manufacturer will seek reimbursement of the costs to repair from Dura.
Management believes that Dura maintains adequate insurance, including product
liability coverage, to cover certain of these claims. Dura has established
reserves for issues that are probable and estimatable in amounts management
believes are adequate to cover reasonable adverse judgments not covered by
insurance. Based upon the information available to management and discussions
with legal counsel, it is the opinion of management that the ultimate outcome of
the various legal actions and claims that are incidental to Dura's business will
not have a material adverse impact on the consolidated financial position,
results of operations or cash flows of Dura, however, such matters are subject
to many uncertainties, and the outcomes of individual matters are not
predictable with assurance.

13. RELATED PARTY TRANSACTIONS:

     Dura paid fees to Hidden Creek Industries ("HCI"), an affiliate of Dura, of
approximately $2.1 million in 2000 in connection with the Meritor acquisition
and other business development services. In 1999 Dura paid fees to HCI of $9.5
million in connection with the acquisitions of Excel and Adwest, the offering of
the Subordinated Notes, the tender of the Trident notes and the amended Credit
Agreement. In 1998 Dura paid fees to HCI of $3.7 million in connection with the
acquisition of Universal, Hinge and Trident, the Offering and the Preferred
Securities. See Note 3 for discussion of acquisitions.

                                        49
<PAGE>   50
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. QUARTERLY FINANCIAL DATA (UNAUDITED):

     The following is a condensed summary of actual quarterly results of
operations for 2000 and 1999 (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                                BASIC       DILUTED
                                           GROSS      OPERATING      NET      EARNINGS     EARNINGS
                              REVENUES     PROFIT      INCOME      INCOME     PER SHARE    PER SHARE
                              --------    --------    ---------    -------    ---------    ---------
<S>                           <C>         <C>         <C>          <C>        <C>          <C>
2000:
  First.....................  $682,769    $109,115     $58,156     $16,460      $0.94        $0.90
  Second....................   707,690     114,427      47,750      11,520       0.66         0.64
  Third.....................   587,081      93,631      45,411      10,255       0.59         0.58
  Fourth....................   655,544      79,367      36,823       3,542       0.20         0.20
1999:
  First.....................  $264,701    $ 46,482     $25,900     $ 3,492      $0.27        $0.27
  Second....................   685,167     102,499      55,781      15,669       0.90         0.86
  Third.....................   580,886      89,407      43,845      11,291       0.65         0.63
  Fourth....................   669,631     107,292      45,353      10,768       0.62         0.60
</TABLE>

15. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION:

     The following consolidating financial information presents balance sheets,
statements of operations and cash flow information related to Dura's business.
Each Guarantor, as defined, is a direct or indirect wholly owned subsidiary of
Dura and has fully and unconditionally guaranteed the 9% senior subordinated
notes issued by Dura Operating Corp., on a joint and several basis. Separate
financial statements and other disclosures concerning the Guarantors have not
been presented because management believes that such information is not material
to investors.

                                        50
<PAGE>   51
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                         DURA AUTOMOTIVE SYSTEMS, INC.

              CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                          DURA                     NON-
                                       OPERATING    GUARANTOR   GUARANTOR
                                         CORP.      COMPANIES   COMPANIES    ELIMINATIONS   CONSOLIDATED
                                       ----------   ---------   ----------   ------------   ------------
                                                            (AMOUNTS IN THOUSANDS)
<S>                                    <C>          <C>         <C>          <C>            <C>
                                                 ASSETS
Current assets:
  Cash and cash equivalents..........  $   18,154   $  1,060    $   11,224            --     $   30,438
  Accounts receivable, net...........     138,628     33,600       195,277            --        367,505
  Inventories........................      50,140     20,218        78,561            --        148,919
  Other current assets...............      74,444     15,112        80,527            --        170,083
  Due from affiliates................     127,166     61,800        32,979   $  (221,945)            --
                                       ----------   --------    ----------   -----------     ----------
     Total current assets............     408,532    131,790       398,568      (221,945)       716,945
                                       ----------   --------    ----------   -----------     ----------
Property, plant and equipment, net...     200,289     52,448       281,175            --        533,912
Investment in subsidiaries...........     583,799     27,000        50,396      (661,195)            --
Notes receivable from affiliates.....     354,502    115,189        72,187      (541,878)            --
Goodwill, net........................     419,260    116,958       491,895            --      1,028,113
Other assets, net....................      31,772     11,554        34,751            --         78,077
                                       ----------   --------    ----------   -----------     ----------
                                       $1,998,154   $454,939    $1,328,972   $(1,425,018)    $2,357,047
                                       ==========   ========    ==========   ===========     ==========
                                LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
  Accounts payable...................  $   97,211   $ 14,892    $  146,792   $        --     $  258,895
  Accrued liabilities................      83,618     16,074       125,340            --        225,032
  Current maturities of long-term
     debt............................      36,091         --        27,922            --         64,013
  Due to affiliates..................      80,036     28,816       113,093      (221,945)            --
                                       ----------   --------    ----------   -----------     ----------
     Total current liabilities.......     296,956     59,782       413,147      (221,945)       547,940
                                       ----------   --------    ----------   -----------     ----------
Long-term debt, net of current
  maturities.........................     676,840         --        90,121            --        766,961
Subordinated notes...................     394,240         --            --            --        394,240
Other noncurrent liabilities.........      51,314     31,485        56,463            --        139,262
Notes payable to affiliates..........      35,328     64,978       441,572      (541,878)            --
                                       ----------   --------    ----------   -----------     ----------
     Total liabilities...............   1,454,678    156,245     1,001,303      (763,823)     1,848,403
                                       ----------   --------    ----------   -----------     ----------
Mandatorily redeemable convertible
  trust preferred securities.........      55,250         --            --            --         55,250
Stockholders' investment:............     490,192    298,694       362,501      (661,195)       490,192
  Accumulated other comprehensive
     loss............................      (1,966)        --       (34,832)           --        (36,798)
                                       ----------   --------    ----------   -----------     ----------
                                       $1,998,154   $454,939    $1,328,972   $(1,425,018)    $2,357,047
                                       ==========   ========    ==========   ===========     ==========
</TABLE>

                                        51
<PAGE>   52
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                         DURA AUTOMOTIVE SYSTEMS, INC.

    CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DEC. 31, 2000

<TABLE>
<CAPTION>
                                           DURA                     NON-
                                        OPERATING    GUARANTOR   GUARANTOR
                                          CORP.      COMPANIES   COMPANIES    ELIMINATIONS   CONSOLIDATED
                                        ----------   ---------   ----------   ------------   ------------
                                                             (AMOUNTS IN THOUSANDS)
<S>                                     <C>          <C>         <C>          <C>            <C>
Revenues..............................  $1,227,089   $390,912    $1,069,868     $(54,785)     $2,633,084
Cost of sales.........................   1,068,520    312,334       910,475      (54,785)      2,236,544
                                        ----------   --------    ----------     --------      ----------
     Gross profit.....................     158,569     78,578       159,393           --         396,540
Selling, general and administrative
  expenses............................      76,589     18,329        70,606           --         165,524
Facility consolidation, product recall
  and other charges...................      19,483      1,379        (5,501)          --          15,361
Amortization expense..................      11,401      3,631        12,483           --          27,515
                                        ----------   --------    ----------     --------      ----------
     Operating income.................      51,096     55,239        81,805           --         188,140
Interest expense, net.................      60,904      2,730        48,799           --         112,433
                                        ----------   --------    ----------     --------      ----------
     Income before provision for
       income taxes, equity in
       (earnings) of affiliates and
       minority interest..............      (9,808)    52,509        33,006           --          75,707
                                        ----------   --------    ----------     --------      ----------
Provision for income taxes............          (5)    10,199        20,377           --          30,571
Minority interests and equity in
  (earnings) of affiliates, net.......     (54,025)        --        (6,687)      61,626             914
Minority interest-dividends on trust
  preferred securities, net...........       2,445         --            --           --           2,445
                                        ----------   --------    ----------     --------      ----------
     Net income (loss)................  $   41,777   $ 42,310    $   19,316     $(61,626)     $   41,777
                                        ==========   ========    ==========     ========      ==========
</TABLE>

                                        52
<PAGE>   53
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                         DURA AUTOMOTIVE SYSTEMS, INC.

    CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DEC. 31, 2000

<TABLE>
<CAPTION>
                                          DURA                    NON-
                                        OPERATING   GUARANTOR   GUARANTOR
                                          CORP.     COMPANIES   COMPANIES   ELIMINATIONS   CONSOLIDATED
                                        ---------   ---------   ---------   ------------   ------------
                                                            (AMOUNTS IN THOUSANDS)
<S>                                     <C>         <C>         <C>         <C>            <C>
OPERATING ACTIVITIES:
  Net income (loss)...................  $ 41,777    $ 45,093    $ 22,100      $(67,193)     $  41,777
  Adjustments to reconcile net income
     (loss) to net cash provided by
     (used in) operating activities:
     Depreciation and amortization....    35,060      10,193      40,250            --         85,503
     Deferred income tax provision....    13,874      (5,974)     (2,131)           --          5,769
     Equity in losses of affiliates
       and minority interest..........   (54,025)         --      (6,687)       61,626            914
     Changes in other operating
       items..........................   (16,880)    (25,452)     25,928            --        (16,404)
                                        --------    --------    --------      --------      ---------
       Net cash provided by (used in)
          operating activities........    19,806      23,860      79,460        (5,567)       117,559
                                        --------    --------    --------      --------      ---------
INVESTING ACTIVITIES:
  Capital expenditures, net...........   (38,461)    (10,170)    (61,501)           --       (110,132)
  Acquisitions, net...................        --      (9,147)     (9,963)           --        (19,110)
                                        --------    --------    --------      --------      ---------
       Net cash used in investing
          activities..................   (38,461)    (19,317)    (71,464)           --       (129,242)
                                        --------    --------    --------      --------      ---------
FINANCING ACTIVITIES:
  Proceeds from borrowings, net.......    45,625        (414)    (25,499)           --         19,712
  Common stock repurchases............    (1,723)         --          --            --         (1,723)
  Proceeds from issuance of common
     stock and exercise of stock
     options..........................       928          --          --            --            928
  Dividends paid......................        --      (2,783)     (2,784)        5,567             --
                                        --------    --------    --------      --------      ---------
       Net cash provided by (used for)
          financing activities........    44,830      (3,197)    (28,283)        5,567         18,917
                                        --------    --------    --------      --------      ---------
EFFECT OF EXCHANGE RATES ON CASH......    (9,288)         --       8,795            --           (493)
                                        --------    --------    --------      --------      ---------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS.........................    16,887       1,346     (11,492)           --          6,741
CASH AND CASH EQUIVALENTS:
  Beginning of period.................     1,267        (286)     22,716            --         23,697
                                        --------    --------    --------      --------      ---------
  End of period.......................  $ 18,154    $  1,060    $ 11,224      $     --      $  30,438
                                        ========    ========    ========      ========      =========
</TABLE>

                                        53
<PAGE>   54
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                         DURA AUTOMOTIVE SYSTEMS, INC.

              CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                      DURA                     NON-
                                   OPERATING    GUARANTOR   GUARANTOR
                                     CORP.      COMPANIES   COMPANIES    ELIMINATIONS   CONSOLIDATED
                                   ----------   ---------   ----------   ------------   ------------
                                                        (AMOUNTS IN THOUSANDS)
<S>                                <C>          <C>         <C>          <C>            <C>
                                               ASSETS
Current assets:
  Cash and cash equivalents......  $      277   $    704    $   22,716   $        --     $   23,697
  Accounts receivable, net.......     161,403     94,542       222,597            --        478,542
  Inventories....................      36,062     32,513        67,987            --        136,562
  Other current assets...........      66,920     23,171        64,613            --        154,704
  Due from affiliates............     167,536    136,813        10,666      (315,015)            --
                                   ----------   --------    ----------   -----------     ----------
     Total current assets........     432,198    287,743       388,579      (315,015)       793,505
                                   ----------   --------    ----------   -----------     ----------
Property, plant and equipment,
  net............................     125,328    117,960       257,606            --        500,894
Investment in subsidiaries.......     558,950     29,042        43,459      (631,451)            --
Notes receivable from
  affiliates.....................     450,669      3,466        36,557      (490,692)            --
Goodwill, net....................     355,605    186,117       526,215            --      1,067,937
Other assets, net................      38,651     13,756        30,124            --         82,531
                                   ----------   --------    ----------   -----------     ----------
                                   $1,961,401   $638,084    $1,282,540   $(1,437,158)    $2,444,867
                                   ==========   ========    ==========   ===========     ==========

                              LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
  Accounts payable...............  $  102,983   $ 37,324    $  141,106            --     $  281,413
  Accrued liabilities............      93,727     51,379       151,325            --        296,431
  Current maturities of long-term
     debt........................      16,247      2,159        34,306            --         52,712
  Due to affiliates..............     155,773    111,204        48,038      (315,015)            --
                                   ----------   --------    ----------   -----------     ----------
     Total current liabilities...     368,730    202,066       374,775      (315,015)       630,556
                                   ----------   --------    ----------   -----------     ----------
Long-term debt, net of current
  maturities.....................     661,737         79       114,934            --        776,750
Subordinated notes...............     401,560         --            --            --        401,560
Other noncurrent liabilities.....      26,637     55,467        67,651            --        149,755
Notes payable to affiliates......          --     36,565       454,127      (490,692)            --
                                   ----------   --------    ----------   -----------     ----------
     Total liabilities...........   1,458,664    294,177     1,011,487      (805,707)     1,958,621
                                   ----------   --------    ----------   -----------     ----------
Mandatorily redeemable
  convertible trust preferred
  securities.....................      55,250         --            --            --         55,250
Stockholders' investment: .......     447,487    343,907       287,544      (631,451)       447,487
  Accumulated other comprehensive
     loss........................          --         --       (16,491)           --        (16,491)
                                   ----------   --------    ----------   -----------     ----------
                                   $1,961,401   $638,084    $1,282,540   $(1,437,158)    $2,444,867
                                   ==========   ========    ==========   ===========     ==========
</TABLE>

                                        54
<PAGE>   55
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                         DURA AUTOMOTIVE SYSTEMS, INC.

    CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DEC. 31, 1999

<TABLE>
<CAPTION>
                                             DURA                    NON-
                                           OPERATING   GUARANTOR   GUARANTOR
                                             CORP.     COMPANIES   COMPANIES   ELIMINATIONS   CONSOLIDATED
                                           ---------   ---------   ---------   ------------   ------------
                                                               (AMOUNTS IN THOUSANDS)
<S>                                        <C>         <C>         <C>         <C>            <C>
Revenues.................................  $831,615    $588,412    $805,217      $(24,859)     $2,200,385
Cost of sales............................   703,071     499,400     677,093       (24,859)      1,854,705
                                           --------    --------    --------      --------      ----------
     Gross profit........................   128,544      89,012     128,124            --         345,680
Selling, general and administrative
  expenses...............................    58,493      15,820      55,766            --         130,079
Facility consolidation charge............       290          --      15,956            --          16,246
Amortization expense.....................     7,413       5,514      10,619            --          23,546
                                           --------    --------    --------      --------      ----------
     Operating income....................    62,348      67,678      45,783            --         175,809
Interest expense, net....................    40,196       3,627      37,810            --          81,633
                                           --------    --------    --------      --------      ----------
     Income before provision for income
       taxes, equity in (earnings) of
       affiliates and minority
       interest..........................    22,152      64,051       7,973            --          94,176
                                           --------    --------    --------      --------      ----------
Provision for income taxes...............     4,275      24,761       8,948            --          37,984
Minority interests and equity in
  (earnings) of affiliates, net..........   (30,947)         --      (1,121)       36,046           3,978
Minority interest-dividends on trust
  preferred securities, net..............     2,445          --          --            --           2,445
                                           --------    --------    --------      --------      ----------
     Income before extraordinary item and
       accounting change.................    46,379      39,290         146       (36,046)         49,769
                                           --------    --------    --------      --------      ----------
Extraordinary item -- loss on early
  extinguishment of debt, net............     2,012          --       3,390            --           5,402
Cumulative effect of change in
  accounting, net........................     3,147          --          --            --           3,147
                                           --------    --------    --------      --------      ----------
     Net income (loss)...................  $ 41,220    $ 39,290    $ (3,244)     $(36,046)     $   41,220
                                           ========    ========    ========      ========      ==========
</TABLE>

                                        55
<PAGE>   56
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                         DURA AUTOMOTIVE SYSTEMS, INC.

    CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DEC. 31, 1999

<TABLE>
<CAPTION>
                                            DURA                    NON-
                                          OPERATING   GUARANTOR   GUARANTOR
                                            CORP.     COMPANIES   COMPANIES   ELIMINATIONS   CONSOLIDATED
                                          ---------   ---------   ---------   ------------   ------------
                                                              (AMOUNTS IN THOUSANDS)
<S>                                       <C>         <C>         <C>         <C>            <C>
OPERATING ACTIVITIES:
  Net income (loss).....................  $  41,220   $ 39,290    $  (3,244)    $(36,046)     $  41,220
  Adjustments to reconcile net income
     (loss) to net cash provided by
     (used in) operating activities:
     Depreciation and amortization......     26,032     14,290       36,332                      76,654
     Deferred income tax provision......     (1,899)        --           --           --         (1,899)
     Equity in losses of affiliates and
       minority interest................    (30,947)        --       (1,121)      36,046          3,978
     Extraordinary loss on
       extinguishment of debt...........      2,012         --        3,390           --          5,402
     Change in method of accounting.....      3,147         --           --           --          3,147
     Facility consolidation charge......        290         --       15,956           --         16,246
     Changes in other operating items...      9,033    (16,444)     (56,395)          --        (63,806)
                                          ---------   --------    ---------     --------      ---------
       Net cash provided by (used in)
          operating activities..........     48,888     37,136       (5,082)          --         80,942
                                          ---------   --------    ---------     --------      ---------
INVESTING ACTIVITIES:
  Acquisitions, net of cash
  Acquired..............................   (185,259)    (8,619)    (330,155)          --       (524,033)
  Capital expenditures, net.............    (16,011)   (20,007)     (44,451)          --        (80,469)
  Other, net............................         --     (1,994)      (1,449)          --         (3,443)
                                          ---------   --------    ---------     --------      ---------
       Net cash used in investing
          activities....................   (201,270)   (30,620)    (376,055)          --       (607,945)
                                          ---------   --------    ---------     --------      ---------
FINANCING ACTIVITIES:
  Proceeds from borrowings, net.........    358,551    (10,710)    (199,229)          --        148,612
  Debt financing (to)/from affiliates...   (584,800)     5,455      579,345           --             --
  Proceeds from issuance of common stock
     and exercise of stock options......      2,545         --           --           --          2,545
  Proceeds from subordinated note
     offering, net......................    394,653         --           --           --        394,653
  Debt issue costs......................    (19,537)        --           --           --        (19,537)
                                          ---------   --------    ---------     --------      ---------
       Net cash provided by (used for)
          financing activities..........    151,412     (5,255)     380,116           --        526,273
                                          ---------   --------    ---------     --------      ---------
EFFECT OF EXCHANGE RATES ON CASH........         --         --        3,883           --          3,883
                                          ---------   --------    ---------     --------      ---------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS...........................       (970)     1,261        2,862           --          3,153
CASH AND CASH EQUIVALENTS:
  Beginning of period...................      1,247       (557)      19,854           --         20,544
                                          ---------   --------    ---------     --------      ---------
  End of period.........................  $     277   $    704    $  22,716     $     --      $  23,697
                                          =========   ========    =========     ========      =========
</TABLE>

                                        56
<PAGE>   57
                         INDEPENDENT PUBLIC ACCOUNTANTS

To Dura Automotive Systems, Inc.:

Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedule listed in the
index to consolidated financial statements is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic financial statements taken as a
whole.

Arthur Andersen LLP

Minneapolis, Minnesota,
January 24, 2001



                                       57
<PAGE>   58
                 DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                         DURA AUTOMOTIVE SYSTEMS, INC.

                 SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS

ADDITIONAL PURCHASE LIABILITIES RECORDED IN CONJUNCTION WITH ACQUISITIONS:

     The transactions in the purchase liabilities recorded in conjunction with
acquisitions for the years ending December 31, 2000, 1999 and 1998 were as
follows (in thousands):

<TABLE>
<CAPTION>
                                                       2000        1999        1998
                                                     --------    --------    --------
<S>                                                  <C>         <C>         <C>
Balance, beginning of the year.....................  $ 82,120    $ 81,209    $ 27,934
Provisions.........................................     3,107      39,827      66,292
Reversals..........................................    (8,898)         --          --
Utilizations.......................................   (28,161)    (38,916)    (13,017)
                                                     --------    --------    --------
Balance, end of the year...........................  $ 48,168    $ 82,120    $ 81,209
                                                     ========    ========    ========
</TABLE>

FACILITY CONSOLIDATION CHARGE:

     The transactions in the facility consolidation reserve accounts for the
year ending December 31, 2000, 1999 and 1998 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                            2000       1999      1998
                                                           -------    -------    ----
<S>                                                        <C>        <C>        <C>
Balance, beginning of the year...........................  $12,501    $    --     --
Provisions...............................................    6,840     14,639     --
Reversals................................................   (8,201)        --     --
Utilizations.............................................   (6,715)    (2,138)    --
                                                           -------    -------    ---
Balance, end of the year.................................  $ 4,425    $12,501    $--
                                                           =======    =======    ===
</TABLE>

                                        58
<PAGE>   59

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

A. DIRECTORS OF THE REGISTRANT

     The information required by Item 10 with respect to the directors is
incorporated herein by reference to the section labeled "Election of Directors"
which appears in Dura's 2001 Proxy Statement.

B. EXECUTIVE OFFICERS

     The following table sets forth certain information with respect to Dura's
executive officers as of March 1, 2001:

<TABLE>
<CAPTION>
NAME                                     AGE                 POSITION(S)
----                                     ---                 -----------
<S>                                      <C>   <C>
S.A. Johnson...........................  60    Chairman and Director
Karl F. Storrie........................  63    President, Chief Executive Officer and
                                                 Director
David R. Bovee.........................  51    Vice President, Chief Financial Officer
                                               and Assistant Secretary
Joe A. Bubenzer........................  49    Vice President
John J. Knappenberger..................  54    Vice President
Milton D. Kniss........................  53    Vice President and President -- Cockpit
                                                 Systems Division
Michael C. Paquette....................  58    Vice President
Robert A. Pickering....................  57    Vice President and President -- Atwood
                                                 Mobile Products Division
Scott D. Rued..........................  44    Vice President
Jurgen von Heyden......................  53    Vice President and President -- Body &
                                                 Glass Division
</TABLE>

     S.A. Johnson has served as Chairman and a Director of Dura since November
1990. Mr. Johnson is the founder, Chief Executive Officer and President of
Hidden Creek Industries ("Hidden Creek"), a private industrial management
company based in Minneapolis, Minnesota, which has provided certain management
and other services to Dura. Mr. Johnson is also the President of J2R Corporation
("J2R"). Prior to forming Hidden Creek, Mr. Johnson served from 1985 to 1989 as
Chief Operating Officer of Pentair, Inc., a diversified industrial company. From
1981 to 1985, Mr. Johnson was President and Chief Executive Officer of Onan
Corp., a diversified manufacturer of electrical generating equipment and engines
for commercial, defense and industrial markets. Mr. Johnson served as Chairman
and a director of Automotive Industries Holding, Inc., a supplier of interior
trim components to the automotive industry, from May 1990 to August 1995. Mr.
Johnson is also Chairman and a director of Tower Automotive, Inc., a
manufacturer of engineered metal stampings and assemblies for the automotive
industry.

     Karl F. Storrie has served as President, Chief Executive Officer and a
Director of Dura since March 1991. Prior to joining Dura and from 1986, Mr.
Storrie was Group President of a number of aerospace manufacturing companies
owned by Coltec Industries, a multi-divisional public corporation. Prior to
becoming a Group President, Mr. Storrie was a Division President of two
aerospace design and manufacturing companies for Coltec Industries from 1981 to
1986. During his thirty-five year career, Mr. Storrie has held a

                                        59
<PAGE>   60

variety of positions in technical and operations management. Mr. Storrie is also
a director of Argo-Tech Corporation, a manufacturer of aircraft fuel, boost and
transfer pumps.

     David R. Bovee has served as Vice President and Chief Financial Officer of
Dura since January 2001 and from November 1990 to May 1997. From May 1997 until
January 2001, Mr. Bovee served as Vice President of Business Development. Mr.
Bovee also serves as Assistant Secretary for Dura. Prior to joining Dura, Mr.
Bovee served as Vice President at Wickes in its Automotive Group from 1987 to
1990.

     Joe A. Bubenzer has served as Senior Vice President of Dura since October
1995. Positions at Dura have included President of Engineered Products Division,
Managing Director of Dura Europe and Vice President of Sales/Engineering. Prior
to joining Dura in October 1993, Mr. Bubenzer filled various executive positions
with ITT Automotive, a supplier of systems to the automotive industry, where he
worked for six years, and, prior to such time, at GM, where he worked for 14
years.

     John J. Knappenberger has served as Vice President of Quality and Materials
of Dura since December 1995. Mr. Knappenberger assumed responsibility for sales
and engineering in June 1997. Prior to joining Dura, Mr. Knappenberger was
Director of Quality for Carrier Corporation's North American Operations,
manufacturers of heating and air conditioning systems, from February 1992. From
1985 to 1991, Mr. Knappenberger was employed by TRW Inc., a supplier of
components to the automotive industry, beginning as Director of Quality in 1985
for the Steering and Suspension Division and becoming Vice President, Quality
for the Automotive Sector in 1990.

     Milton D. Kniss has served as Vice President of Operations of Dura since
January 1994 and President of the Cockpit Systems Division since October 2000.
From April 1991 until January 1994, Mr. Kniss served as Director of Michigan
Operations for Dura. Mr. Kniss joined the predecessor in 1981 as a Divisional
Purchasing Manager, served as Plant Manager of East Jordan, Michigan from 1982
until 1986, and Plant Manager of Gordonsville, Tennessee until 1991.

     Michael C. Paquette has served as Vice President of Human Resources of Dura
since March 1999. From 1995 to February 1999, Mr. Paquette was Vice President of
Corporate Human Resources of Excel. From 1983 to 1995, Mr. Paquette was Vice
President of Human Resources for the Power Generation Group of Cummins Engine
Company, a manufacturer of diesel engines and related components.

     Robert A. Pickering has served as Vice President of Dura since March 1999
and President of the Atwood Mobile Products Division since January 2000. From
December 1996 to March 1999, Mr. Pickering was Vice President of Excel. From
1989 to 1996, Mr. Pickering was employed by Atwood Industries, serving as Vice
President of manufacturing of Atwood Automotive Division from 1989 to 1991 and
President of Atwood Mobile Products from 1991 to 1996. Prior to joining Atwood
Industries, Mr. Pickering's employment included seven years with Tech Form
Industries, an automotive OEM supplier, six years with Volkswagen of America,
and ten years with the Chevrolet Division of General Motors.

     Scott D. Rued has served as Vice President of Dura since November 1990. Mr.
Rued, a stockholder of J2R, has also served as Executive Vice President and
Chief Financial Officer of Hidden Creek since January 1994 and served as its
Vice President -- Finance and Corporate Development from June 1989 through 1993.
Mr. Rued has served as Vice President, Corporate Development and a director of
Tower Automotive, Inc. since April 1993. Mr. Rued served as Vice President,
Chief Financial Officer and a director of Automotive Industries Holding, Inc.
from April 1990 to 1995. Mr. Rued is also a director of The Rottlund Company,
Inc., a corporation engaged in the development and sale of residential real
estate.

     Jurgen von Heyden has served as Vice President of Dura and President of the
Body & Glass Division since February 2000. Mr. von Heyden served as Managing
Director of Dura Body & Glass Systems GmbH in Plettenberg, Germany from March
1999 to February 2000. Prior to the acquisition of Schade, Mr. von Heyden served
as the Managing Director/CEO of Schade since 1997. Before joining Schade he was
the Managing Director of Happich, later becoming Becker-Group. Mr. von Heyden
has been in the automotive supplier industry since 1984 with professional
training of Diplom-Ingenieur and Diplom-Wirtschaftsingenieur.

                                        60
<PAGE>   61

C. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     The information required by Item 10 with respect to compliance with
reporting requirements is incorporated herein by reference to the section
labeled "Section 16(a) Beneficial Ownership Reporting Compliance" which appears
in Dura's 2001 Proxy Statement.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by Item 11 is incorporated herein by reference to
the sections labeled "Compensation of Directors" and "Executive Compensation"
which appear in Dura's 2001 Proxy Statement, excluding information under the
headings "Compensation Committee Report on Executive Compensation" and
"Performance Graph."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by Item 12 is incorporated herein by reference to
the section labeled "Security Ownership" which appears in Dura's 2001 Proxy
Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by Item 13 is incorporated herein by reference to
the section labeled "Certain Relationships and Related Transactions" which
appears in Dura's 2001 Proxy Statement.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) DOCUMENTS FILED AS PART OF THIS REPORT ON FORM 10-K

        (1) Financial Statements:

           - Report of Independent Public Accountants

           - Consolidated Balance Sheets as of December 31, 2000 and 1999

           - Consolidated Statements of Income for the Years Ended December 31,
             2000, 1999 and 1998

           - Consolidated Statements of Stockholders' Investment for the Years
             Ended December 31, 2000, 1999 and 1998

           - Consolidated Statements of Cash Flows for the Years Ended December
             31, 2000, 1999 and 1998

           - Notes to Consolidated Financial Statements

        (2) Financial Statement Schedules:

           - Financial Statement Schedule II -- Valuation and Qualifying
             Accounts

        (3) Exhibits: See "Exhibit Index" beginning on page 63.

     (b) REPORTS ON FORM 8-K

        None.

                                        61
<PAGE>   62

                                   SIGNATURES

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

                                          DURA AUTOMOTIVE SYSTEMS, INC.

                                          By /s/ S.A. JOHNSON
                                            ------------------------------------
                                                  S.A. Johnson, Chairman

Date: March 14, 2001

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

<TABLE>
<CAPTION>
                     SIGNATURE                                     TITLE                     DATE
                     ---------                                     -----                     ----
<C>                                                  <S>                                <C>

                 /s/ S.A. JOHNSON                    Chairman and Director              March 14, 2001
---------------------------------------------------
                   S.A. Johnson

                /s/ KARL F. STORRIE                  President, Chief Executive         March 14, 2001
---------------------------------------------------    Officer (Principal Executive
                  Karl F. Storrie                      Officer) and Director

            /s/ ROBERT E. BROOKER, JR.               Director                           March 14, 2001
---------------------------------------------------
              Robert E. Brooker, Jr.

                /s/ JACK K. EDWARDS                  Director                           March 14, 2001
---------------------------------------------------
                  Jack K. Edwards

          /s/ JAMES O. FUTTERKNECHT, JR.             Director                           March 14, 2001
---------------------------------------------------
               James O. Futterknecht

               /s/ J. RICHARD JONES                  Director                           March 14, 2001
---------------------------------------------------
                 J. Richard Jones

               /s/ JOHN C. JORGENSEN                 Director                           March 14, 2001
---------------------------------------------------
                 John C. Jorgensen

              /s/ WILLIAM L. ORSCHELN                Director                           March 14, 2001
---------------------------------------------------
                William L. Orscheln

                 /s/ ERIC J. ROSEN                   Director                           March 14, 2001
---------------------------------------------------
                   Eric J. Rosen

             /s/ RALPH R. WHITNEY, JR.               Director                           March 14, 2001
---------------------------------------------------
                 Ralph R. Whitney

                /s/ DAVID R. BOVEE                   Vice President and Chief           March 14, 2001
---------------------------------------------------    Financial Officer (Principal
                  David R. Bovee                       Accounting Officer)
</TABLE>

                                        62
<PAGE>   63
                          DURA AUTOMOTIVE SYSTEMS, INC.
                         EXHIBIT INDEX TO ANNUAL REPORT
                                  ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000



<TABLE>
<CAPTION>
                                                                                                 Page Number in
                                                                                                 Sequential
                                                                                                 Numbering
                                                                                                 of all Form 10-K
Exhibit                                                                                          and Exhibit Pages
-------                                                                                          -----------------
<S>                                                                                              <C>
3.1     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     Amended and Restated Stockholders Agreement, dated as of August 13,                              *
        1996, by and among Dura, Onex U.S. Investments, Inc., J2R, Alkin, the
        HCI Stockholders (as defined therein) and the Management Stockholders
        (as defined therein), incorporated by reference to Exhibit 10.30 of the
        S-1.

4.2     Amendment No. 1 to Amended and Restated Stockholders Agreement, dated                            *
        as of August 13, 1996, by and between Dura, Onex DHC LLC, J2R, Alkin
        and the HCI Stockholders and the Management Stockholders, incorporated
        by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q for
        the quarter ended September 30, 1997.

4.3     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.

4.4     Amendment to Registration Agreement, dated May 17, 1995, by and between                          *
        Dura, the MC Stockholders (as defined therein) and Alkin, incorporated
        by reference to Exhibit 4.4 of the S-1.

4.5     Amended and Restated Investor Stockholder Agreement, dated as of August                          *
        13, 1996, by and among Dura, Onex, U.S. Investments, Inc., J2R and
        certain other stockholders party thereto, incorporated by reference to
        Exhibit 10.31 of the S-1.

4.6     Form of certificate representing Class A common stock of Dura,                                   *
        incorporated  by reference to Exhibit 4.6 of the S-1.

4.7     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.

4.8     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.

4.9     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").

4.10    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.

4.11    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.

4.12    Form of Preferred Security, incorporated by reference to Exhibit 4.11                            *
        of the Form S-3.
</TABLE>


                                       63
<PAGE>   64
<TABLE>
<S>                                                                                                      <C>
4.13    Form of Debenture, incorporated by reference to Exhibit 4.12 of the                              *
        Form S-3.

4.14    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.

10.1    Amended and Restated Credit Agreement, dated as of March 19, 1999,                               *
        among Dura Automotive Systems, Inc., as Parent Guarantor, Dura
        Operating Corp., Dura Automotive Systems (Europe) GmbH, Dura
        Asia-Pacific Pty Limited ACN 004884539 and Dura Automotive Systems
        (Canada), Ltd., as Dura Borrowers, Trident Automotive plc, Dura
        Automotive Systems Limited, Spicebright Limited, Dura Automotive
        Systems Cable Operating Inc., Dura Automotive Systems Cable Operations
        Canada, Inc. and Moblan Investments B.V., as Trident Borrowers, Dura
        Automotive Acquisition Limited, as the initial Adwest Borrower, Bank of
        America National Trust and Savings Association, as Agent, BA Australia
        Limited, as Australian Lender, Bank of America Canada, as Canadian
        Lender, Bank of America National Trust and Savings Association, as
        Swing Line Lender and Issuing Lender, and the other financial
        institutions party thereto, NationsBanc Montgomery Securities LLC, as
        Lead Arranger and Book Manager, incorporated by reference to Exhibit
        10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly
        period ended March 31, 1999.

10.2**  1996 Key Employee Stock Option Plan, incorporated by reference to                                *
        Exhibit 10.27 of the S-1.

10.3**  Independent Director Stock Option Plan, incorporated by reference to                             *
        Exhibit 10.28 of the S-1.

10.4**  Employee Stock Discount Purchase Plan, incorporated by reference to                              *
        Exhibit 10.29 of the S-1.

10.5    Stock Purchase Agreement, dated August 1, 1997, by and among Dura                                *
        Shifter Holding Corp. and the various selling shareholders,
        incorporated by reference to Exhibit 2.1 of the Registrant's Form 8-K
        dated September 12, 1997.

10.6    Joint Venture Agreement by and among Orscheln Co., MC Holding Corp.,                             *
        Onex U.S. Investments, Inc., J2R Corporation and Dura Automotive
        Holding, Inc., dated as of August 31, 1994, incorporated by reference
        to Exhibit 10.1 of the S-1.

10.7    Stock Purchase Agreement, dated April 8, 1998, by and among Dura                                 *
        Automotive Systems (UK) Limited and the various selling shareholders
        listed on the various signature pages thereto, incorporated by
        reference to Exhibit 2.1 of Dura's Amendment No. 1 to Form 8-K/A dated
        April 30, 1998.

10.8    Stock Purchase Agreement, dated April 8, 1998, by and among Dura                                 *
        Automotive Systems (UK) Limited and Mervyn Edgar (including a schedule
        identifying Stock Purchase Agreements executed by D. Michael Dodge,
        Geoff Hill, Thomas Humann, Dan Robosto, Frances Sarrazin and Lothar
        Singe), incorporated by reference to Exhibit 2.2 of Dura's Amendment
        No. 1 to Form 8-K/A dated April 30, 1998.

10.9**  Stock Option Agreement, dated as of August 31, 1994, between Dura                                *
        Automotive Systems, Inc., and Alkin incorporated by reference to
        Exhibit 10.4 of the S-1.

10.10** Promissory Note, dated December 31, 1991, of Karl F. Storrie in favor                            *
        of Dura Automotive Systems, Inc., incorporated by reference to Exhibit
        10.17 of the S-1.

10.11** 1998 Stock Incentive Plan, as amended.                                                           __

10.12   Agreement and Plan of Merger, dated as of January 19, 1999, among Dura                           *
        Automotive Systems, Inc., Excel Industries, Inc. and Windows
        Acquisition Corporation, incorporated by reference to Exhibit 2.1 to
        Dura's Current Report on Form 8-K, dated January 22, 1999.

10.13   Amendment to Agreement and Plan of Merger, dated as of March 9, 1999,                            *
        by and among Dura Automotive Systems, Inc., Dura Operating Corp., Excel
        Industries, Inc. and Windows Acquisition Corporation incorporated by
        reference
</TABLE>


                                       64
<PAGE>   65
<TABLE>
<S>                                                                                                      <C>
        to the additional definitive proxy materials filed with the SEC on
        March 11, 1999.

10.14** 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.

10.15** Director Deferred Stock Purchase Plan, incorporated by reference to                              *
        Appendix B of the 2000 Proxy Statement filed with the SEC on May 25,
        2000.

12.1    Statement of Computation of Ratio of Earnings to Fixed Charges                                   __

21.1    Subsidiaries of Dura Automotive Systems, Inc.                                                    __

23.1    Consent of Arthur Andersen LLP filed herewith.                                                   __
</TABLE>

------------------
*     Incorporated by reference.
**    Indicates compensatory arrangement.


                                       65