<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                             ---------
 
<S>                                                                                                          <C>
Report of Independent Public Accountants...................................................................        F-2
 
Consolidated Balance Sheets as of December 31, 1996 and 1997...............................................        F-3
 
Consolidated Statements of Operations for the years ended December 31, 1995, 1996 and 1997.................        F-4
 
Consolidated Statements of Stockholders' Investment for the years ended December 31, 1995, 1996 and 1997...        F-5
 
Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1996 and 1997.................        F-6
 
Notes to Consolidated Financial Statements.................................................................        F-7
</TABLE>
 
                                      F-1

<PAGE>

                      REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Dura Automotive Systems, Inc.:

We have audited the accompanying consolidated balance sheets of Dura Automotive
Systems, Inc. (a Delaware corporation) and Subsidiaries as of December 31, 1996
and 1997 and the related consolidated statements of operations, stockholders'
investment and cash flows for each of the three years in the period ended
December 31, 1997.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Dura Automotive Systems, Inc.
and Subsidiaries as of December 31, 1996 and 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted accounting principles.

                                        ARTHUR ANDERSEN LLP


Minneapolis, Minnesota,
  January 30, 1998


                                        F-2

<PAGE>

                    DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS

                         (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                            December 31,
                                                     -------------------------
                                                         1996           1997
                                                     ----------     ----------
<S>                                                  <C>            <C>
                         ASSETS

Current Assets:
   Cash and cash equivalents                           $  1,667       $  4,148
   Accounts receivable                                   49,490         79,032
   Inventories                                           18,093         30,301
   Other current assets                                  14,678         24,800
                                                     ----------     ----------
      Total current assets                               83,928        138,281
                                                     ----------     ----------

Property, Plant and Equipment:
   Land and buildings                                    16,926         44,553
   Machinery and equipment                               42,800         73,892
   Construction in progress                               2,811          6,616
   Less-accumulated depreciation                        (15,190)       (23,523)
                                                     ----------     ----------
      Net property, plant and equipment                  47,347        101,538
                                                     ----------     ----------

Goodwill, net of accumulated amortization
  of $2,415 and $5,653                                  103,885        160,063

Other Assets, net of accumulated amortization
  of $556 and $918                                       10,969         19,382
                                                     ----------     ----------
                                                     $  246,129     $  419,264
                                                     ----------     ----------
                                                     ----------     ----------

     LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current Liabilities:
   Accounts payable                                   $  30,230      $  49,153
   Accrued liabilities                                   26,090         36,583
   Current maturities of long-term debt                      80          2,241
                                                     ----------     ----------
      Total current liabilities                          56,400         87,977

Long-Term Debt, net of current maturities                77,376        178,081

Other Noncurrent Liabilities                             24,986         51,498
                                                     ----------     ----------

Commitments and Contingencies
  (Notes 3, 8, 9 and 10)

Stockholders' Investment:
   Preferred stock, par value $1; 5,000,000
      shares authorized; none issued or outstanding         -              -
   Common stock, Class A; par value $.01;
      30,000,000 shares authorized; 3,795,000
      and 4,161,657 shares issued and outstanding            38             42
   Common stock, Class B; par value $.01;
      10,000,000 shares authorized; 4,998,254
      and 4,654,380 shares issued and outstanding            50             46
   Additional paid-in capital                            62,893         63,402
   Retained earnings                                     24,386         41,028
   Cumulative translation adjustment                        -           (2,810)
                                                     ----------     ----------
      Total stockholders' investment                     87,367        101,708
                                                     ----------     ----------

                                                     $  246,129     $  419,264
                                                     ----------     ----------
                                                     ----------     ----------

</TABLE>

                The accompanying notes are an integral part of these
                             consolidated balance sheets.


                                        F-3
<PAGE>

                    DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS

                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
 


                                                           Years Ended December 31,
                                                   ---------------------------------------
                                                      1995           1996           1997
                                                   ---------      ---------      ---------
<S>                                                <C>            <C>            <C>
Revenues                                           $ 253,726      $ 245,329      $ 449,111

Cost of sales                                       219,559        207,810        375,086
                                                   ---------      ---------      ---------

   Gross profit                                       34,167         37,519         74,025

Selling, general and administrative expenses          15,513         17,157         32,815

Amortization expense                                   1,094          1,036          3,600
                                                   ---------      ---------      ---------

   Operating income                                   17,560         19,326         37,610

Interest expense                                       4,822          2,589          9,298

Gain on sale of window regulator business              4,240            -              -
                                                   ---------      ---------      ---------

   Income before income taxes                         16,978         16,737         28,312

Provision for income taxes                             6,852          6,609         11,670
                                                   ---------      ---------      ---------

   Net income                                      $  10,126      $  10,128      $  16,642
                                                   ---------      ---------      ---------
                                                   ---------      ---------      ---------

Basic earnings per share (Note 3)                  $    2.04      $    1.57      $    1.89
                                                   ---------      ---------      ---------
                                                   ---------      ---------      ---------

Diluted earnings per share (Note 3)                $    2.03      $    1.57      $    1.88
                                                   ---------      ---------      ---------
                                                   ---------      ---------      ---------

</TABLE>
 

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

                                        F-4
<PAGE>

                    DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT

                         (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
 

                                                     Common Stock
                                      ------------------------------------------
                                            Class A                Class B         Additional              Cumulative
                                      --------------------   --------------------    Paid-in     Retained   Translation
                                       Shares      Amount    Shares       Amount    Capital     Earnings   Adjustment
                                      ---------    ------   ---------     ------   ---------    --------   -----------
<S>                                   <C>           <C>      <C>           <C>      <C>         <C>         <C>

BALANCE, December 31, 1994                    -     $   -    4,904,186      $  49   $  13,237   $   4,132   $       -

   Repurchase of common stock, net            -         -      (46,204)         -        (136)          -           -

   Issuance of common stock                   -         -      149,325          1         274           -           -

   Net income                                 -         -            -          -           -      10,126           -
                                      ---------     -----    ---------      -----   ---------   ---------   ---------
BALANCE, December 31, 1995                    -         -    5,007,307         50      13,375      14,258           -

   Initial public offering of
   common stock, net                  3,795,000        38            -          -      49,537           -           -

   Repurchase of common stock, net            -         -       (9,053)         -         (19)          -           -

   Net income                                 -         -            -          -           -      10,128           -
                                      ---------     -----    ---------      -----   ---------   ---------   ---------
BALANCE, December 31, 1996            3,795,000        38    4,998,254         50      62,893      24,386           -

   Sale of stock under Employee
     Stock Discount Purchase Plan        16,922         -            -          -         383           -           -

   Exercise of options                    5,861         -            -          -          85           -           -

   Collection of common stock
     subscriptions receivable                 -         -            -          -          41           -           -

   Conversion from Class B to
     Class A                            343,874         4     (343,874)        (4)          -           -           -

   Change in cumulative
     translation adjustment                   -         -            -          -           -           -      (2,810)

   Net income                                 -         -            -          -           -      16,642           -
                                      ---------     -----    ---------      -----   ---------   ---------   ---------

BALANCE, December 31, 1997            4,161,657     $  42    4,654,380      $  46   $  63,402   $  41,028   $  (2,810)
                                      ---------     -----    ---------      -----   ---------   ---------   ---------
                                      ---------     -----    ---------      -----   ---------   ---------   ---------

</TABLE>

 

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


                                        F-5
<PAGE>

                    DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                Years Ended December 31,
                                                                       ---------------------------------------
                                                                          1995           1996           1997
                                                                       ---------       --------      ---------
<S>                                                                    <C>             <C>           <C>

OPERATING ACTIVITIES:
   Net income                                                          $  10,126       $ 10,128      $  16,642
   Adjustments required to reconcile net income to net cash
    provided by operating activities-
     Depreciation and amortization                                         5,578          6,079         12,303
     Deferred income tax provision                                         5,067          3,331          1,521
     Gain on sale of window regulator business                            (4,240)             -              -
     Change in other operating items:
      Accounts receivable                                                 11,772         (2,248)       (12,841)
      Inventories                                                          2,167            458          2,512
      Other current assets                                                (1,405)         3,038         (7,803)
      Accounts payable and accrued liabilities                           (15,927)          (994)         3,479
      Other assets and liabilities                                             -              -         (7,297)
                                                                       ---------       --------      ---------
          Net cash provided by operating activities                       13,138         19,792          8,516
                                                                       ---------       --------      ---------

INVESTING ACTIVITIES:
   Capital expenditures, net                                              (6,116)        (6,260)       (16,242)
   Acquisitions, net                                                           -        (83,850)       (70,481)
   Net proceeds from sale of window regulator business                    18,006              -              -
   Investments in joint ventures and other                                  (462)        (4,983)        (6,663)
                                                                       ---------       --------      ---------
          Net cash provided by (used in) investing activities             11,428        (95,093)       (93,386)
                                                                       ---------       --------      ---------

FINANCING ACTIVITIES:
   Borrowings under revolving credit facility                             95,500        145,500        267,987
   Repayments of revolving credit facility                              (105,750)       (68,500)      (174,869)
   Repayments of debt                                                    (12,740)       (51,320)        (6,008)
   Stock offering proceeds, net                                                -         49,575              -
   Sale (repurchase) of common stock, net                                    139            (19)           510
                                                                       ---------       --------      ---------
          Net cash provided by (used in) financing activities            (22,851)        75,236         87,620
                                                                       ---------       --------      ---------

EFFECT OF EXCHANGE RATE ON CASH                                                -              -           (269)
                                                                       ---------       --------      ---------

   NET CHANGE IN CASH AND CASH EQUIVALENTS                                 1,715            (65)         2,481
CASH AND CASH EQUIVALENTS, beginning of period                                17          1,732          1,667
                                                                       ---------       --------      ---------
CASH AND CASH EQUIVALENTS, end of period                               $   1,732       $  1,667      $   4,148
                                                                       ---------       --------      ---------
                                                                       ---------       --------      ---------

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid for-
    Interest                                                           $   4,822       $  3,195       $  8,715
                                                                       ---------       --------      ---------
                                                                       ---------       --------      ---------
    Income taxes                                                       $   2,285       $  2,087       $  5,589
                                                                       ---------       --------      ---------
                                                                       ---------       --------      ---------

</TABLE>

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


                                        F-6
<PAGE>

                   DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   ORGANIZATION AND BASIS OF PRESENTATION:

     Dura Automotive Systems, Inc. (the Company) and subsidiaries designs and
     manufactures driver control mechanisms, cable related systems and
     engineered mechanical components for the global automotive industry.  The
     Company has manufacturing facilities located in Indiana, Michigan,
     Missouri, Australia, Canada, France, Germany, Mexico and Spain, and in
     Brazil through its joint venture in Pollone S.A. (See Note 4).

2.   SIGNIFICANT ACCOUNTING POLICIES:

     PRINCIPLES OF CONSOLIDATION:

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

     FISCAL YEAR:

     The Company reports its operating results based on a 52-/53-week fiscal
     year.  For presentation purposes, the Company uses December 31 as its
     fiscal year-end.

     CASH EQUIVALENTS:

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

     INVENTORIES:

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

     Inventories consisted of the following (in thousands):

          <TABLE>
          <CAPTION>
          
                                       December 31,
                                  ----------------------
                                    1996            1997
                                  -------         -------
          <S>                     <C>             <C>
          Raw materials           $ 9,384         $15,562
          Work in process           4,767           9,126
          Finished goods            3,942           5,613
                                  -------         -------
                                  $18,093         $30,301
                                  -------         -------
                                  -------         -------
          
          </TABLE>


                                        F-7
<PAGE>

     OTHER CURRENT ASSETS:

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

     <TABLE>
     <CAPTION>
     
                                           December 31,
                                        -----------------
                                          1996      1997
                                        -------   -------
     <S>                                <C>       <C>
     Excess of cost over billings on
       uncompleted tooling projects     $ 7,541   $12,603
     Deferred income taxes                6,067     9,350
     Prepaid expenses                     1,070     2,847
                                        -------   -------
                                        $14,678   $24,800
                                        -------   -------
                                        -------   -------
     
     </TABLE>

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

     PROPERTY, PLANT AND EQUIPMENT:

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

          Buildings                          30 years
          Machinery and equipment       3 to 20 years

     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.

     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 transaction costs
     incurred related to the acquisitions and are being amortized over five to
     seven years.

     The Company periodically evaluates whether events and circumstances have
     occurred which may affect the estimated useful life or the recoverability
     of the remaining balance of its goodwill and other long-lived assets.  If
     such events or circumstances were to indicate that the carrying amount of
     these assets would not be recoverable, the Company would estimate the
     future cash flows expected to result from the use of the assets and


                                        F-8
<PAGE>

     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, the Company would recognize an impairment loss.

     Certain tooling and design costs related to previously proven product
     designs are reimbursed by the Company's customers as the related product is
     sold through an incremental increase in each product's unit selling price.
     Such costs are capitalized and amortized using the unit of production
     method over the life of the related tool.  Amounts capitalized and included
     in other assets were $2.9 million at December 31, 1996 and $4.2 million at
     December 31, 1997.  If the Company forecasts that the amount of capitalized
     tooling and design costs exceeds the amount to be realized through the sale
     of product, a loss is recognized currently.  Research and development and
     start-up costs, which are not material, are expensed as incurred.

     ACCRUED LIABILITIES:

     Accrued liabilities consisted of the following (in thousands):

     <TABLE>
     <CAPTION>
     
                                      December 31,
                                   -----------------
                                     1996      1997
                                   -------   -------
     <S>                           <C>       <C>
     Compensation and benefits     $ 9,663   $17,170
     Medical insurance               5,641     7,012
     Other                          10,786    12,401
                                   -------   -------
                                   $26,090   $36,583
                                   -------   -------
                                   -------   -------
     
     </TABLE>

     OTHER NONCURRENT LIABILITIES:

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

     <TABLE>
     <CAPTION>
     
                                                     December 31,
                                                  -----------------
                                                    1996      1997
                                                  -------   -------
     <S>                                          <C>       <C>
     Plant closure and consolidation costs        $ 5,205   $23,724
     Legal and environmental                        8,477     7,496
     Post-retirement medical benefits               6,097     7,188
     Other                                          5,207    13,090
                                                  -------   -------
                                                  $24,986   $51,498
                                                  -------   -------
                                                  -------   -------
     
     </TABLE>


                                        F-9
<PAGE>

     REVENUE RECOGNITION AND SALES COMMITMENTS:

     The Company recognizes revenue as its products are shipped to its
     customers.  The Company enters into agreements with its customers at the
     beginning of a given vehicle's life to produce products.  Once such
     agreements are entered into by the Company, fulfillment of the customers'
     purchasing requirements is generally the obligation of the Company for the
     entire production life of the vehicle, generally with terms of up to 
     7 years.  In certain instances, the Company may be committed under existing
     agreements to supply product to its customers at selling prices which are
     not sufficient to cover the direct cost to produce such product.  In such
     situations, the Company records a liability for the estimated future amount
     of such losses.  Such losses are recognized at the time that the loss is
     probable and reasonably estimable.

     INCOME TAXES:

     The Company accounts for income taxes under the liability method, 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.

     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:

     The Company accounts for stock options under the provisions of Accounting
     Principles Board Opinion (APB) No. 25, under which no compensation expense
     is recognized when the stock options are granted.  The pro forma effects
     had the Company followed the provisions of Statement of Financial
     Accounting Standards (SFAS) No. 123 are included in Note 3.

     USE OF ESTIMATES:

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


                                        F-10
<PAGE>

     FOREIGN CURRENCY TRANSLATION:

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

     RECLASSIFICATIONS:

     Certain amounts previously reported in the 1995 and 1996 consolidated
     financial statements have been reclassified to conform to the 1997
     presentation.  The reclassifications had no effect on previously reported
     net income or stockholders' investment.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

     During June 1997, the Financial Accounting Standards Board released SFAS
     No. 130, "Reporting Comprehensive Income", effective for fiscal years
     beginning after December 15, 1997.  SFAS No. 130 establishes standards for
     reporting and display in the financial statements of total net income and
     the components of all other nonowner changes in equity, referred to as
     comprehensive income.  The Company will adopt SFAS No. 130 in 1998 and is
     currently analyzing the impact it will have on the disclosures in the
     financial statements.

     During June 1997, the Financial Accounting Standards Board released SFAS
     No. 131, "Disclosures about Segments of an Enterprise and Related
     Information", effective for fiscal years beginning after December 15, 1997.
     SFAS No. 131 requires disclosure of business and geographic segments in the
     consolidated financial statements of the Company.  The Company will adopt
     SFAS No. 131 in 1998 and is currently analyzing the impact it will have on
     the disclosures in its financial statements.

3.   STOCKHOLDERS' INVESTMENT:

     INITIAL PUBLIC OFFERING OF CLASS A COMMON STOCK:

     On August 14, 1996, the Company completed an initial public offering of
     3,795,000 shares of its Class A common stock at $14.50 per share (the
     "Offering").  The Company received net proceeds of approximately $50
     million from the Offering.  Net proceeds from the Offering were used to
     repay certain outstanding indebtedness.  Immediately prior to the
     completion of the Offering, the Company's board of directors and
     stockholders approved an Amended and Restated Certificate of Incorporation
     and a recapitalization pursuant to which the outstanding shares of the
     Company's Class A, B and C common stock were exchanged for 4,998,254 shares
     in the aggregate of the Company's new Class B common stock (out of a total
     of 10,000,000 shares of Class B common stock authorized for issuance under
     the Amended and Restated Certificate of Incorporation).  Immediately after
     the consummation of the recapitalization and the Offering, the Company had
     8,793,254 shares of common stock outstanding.  In addition, the Company has
     options outstanding to purchase 32,045 shares of Class B common stock at an
     exercise price of $1.45 per share.  The accompanying consolidated financial


                                        F-11
<PAGE>

     statements have been retroactively restated to give effect to the
     recapitalization as if it had occurred at the beginning of the earliest
     period presented.

     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 the dilutive effects
     of outstanding stock options using the treasury stock method as follows (in
     thousands, except per share data):


          <TABLE>
          <CAPTION>
                                                              Years Ended December 31,
                                                          -------------------------------
                                                            1995        1996        1997
                                                          -------     -------     -------
          <S>                                             <C>         <C>         <C>

          Net income                                      $10,126     $10,128     $16,642
                                                          -------     -------     -------
                                                          -------     -------     -------
          Weighted average number of Class A
             common shares outstanding                          -       1,434       3,907
          Weighted average number of Class B
             common shares outstanding                      4,967       5,000       4,901
          Dilutive effect of outstanding stock
             options after application of the
             treasury stock method                             22          28          61
                                                          -------     -------     -------
          Diluted shares outstanding                        4,989       6,462       8,869
                                                          -------     -------     -------
                                                          -------     -------     -------
          Basic earnings per share                        $  2.04     $  1.57     $  1.89
                                                          -------     -------     -------
                                                          -------     -------     -------
          Diluted earnings per share                      $  2.03     $  1.57     $  1.88
                                                          -------     -------     -------
                                                          -------     -------     -------
          
          </TABLE>

     The Company adopted SFAS No. 128, "Earnings per Share," effective 
     December 15, 1997.  As a result, the Company's reported earnings per share 
     (EPS) for 1995 and 1996 have been restated as follows:

              <TABLE>
              <CAPTION>
                                                  1995           1996
                                                 -----          -----
              <S>                                <C>            <C>

              Primary EPS as reported            $2.03          $1.57
              Effect of SFAS No. 128              0.01            -
                                                 -----          -----
              Basic EPS as restated              $2.04          $1.57
                                                 -----          -----
                                                 -----          -----

              Fully diluted EPS as reported      $2.03          $1.57
              Effect of SFAS No. 128               -              -
                                                 -----          -----
              Diluted EPS as restated            $2.03          $1.57
                                                 -----          -----
                                                 -----          -----
              
              </TABLE>


                                        F-12
<PAGE>

     STOCK OPTION PLAN:

     Prior to consummation of the Offering, the board of directors and
     stockholders of the Company approved the 1996 Key Employee Stock Option
     Plan (the "Stock Option Plan").  Certain people who are full-time, salaried
     employees of the Company are eligible to participate in the Stock Option
     Plan (an "Employee Participant").  A committee of the board of directors
     selects the Employee Participants and determines the terms and conditions
     of the options.  The Stock Option Plan provides for the issuance of options
     to Employee Participants covering up to 600,000 shares of Class A common 
     stock of the Company, subject to certain adjustments reflecting changes
     in the Company's capitalization.  Information regarding the Stock Option
     Plan is as follows:

          <TABLE>
          <CAPTION>
          
                                                                             Weighted
                                                Shares                       Average
                                                Under        Exercise        Exercise
                                                Option        Prices          Price
          --------------------------------------------------------------------------------
          <S>                                   <C>       <C>                <C>
          Outstanding, December 31, 1995            -     $        -         $    -
             Granted                            108,134          14.50          14.50
             Granted                             76,100          20.75          20.75
             Granted                              3,500          23.50          23.50
                                                -------   ------------        -------
          Outstanding, December 31, 1996        187,734    14.50-23.50          17.20
             Granted                             20,000          28.00          28.00
             Granted                             80,000          24.50          24.50
             Granted                             44,300          25.75          25.75
             Exercised                           (5,861)   14.50-20.75          14.61
             Forfeited                           (9,500)         20.75          20.75
                                                -------   ------------        -------
          Outstanding, December 31, 1997        316,673   $14.50-28.00        $ 20.86
                                                -------   ------------        -------
                                                -------   ------------        -------
          
</TABLE>
          
     Of the outstanding options at December 31, 1997, options covering 89,798
     shares are currently exercisable with a weighted average exercise price of
     $16.84 per share.

     The weighted average fair value of options granted during 1996 was $8.92
     and during 1997 was $14.05.

     As of December 31, 1997, the outstanding stock options granted in 1996 have
     a remaining contractual life of 9 years and the outstanding stock options
     granted in 1997 have a remaining contractual life of 10 years.

     INDEPENDENT DIRECTOR STOCK OPTION PLAN:

     Prior to consummation of the Offering, the board of directors and
     stockholders of the Company approved the Dura Automotive Systems, Inc.
     Independent Director Stock Option Plan (the "Director Option Plan") that
     provides for the issuance of options to Independent Directors, as defined,
     to acquire up to 100,000 shares of the Company's Class A common stock,
     subject to certain adjustments reflecting changes in the Company's
     capitalization.  The option exercise price must be at least 100 percent of
     the fair value of the Class A common stock at the time the option is
     issued.  Such option grants vest six months from the date of grant.  As of
     December 31, 1997, the Company had granted options under the Director
     Option Plan to acquire 21,000 shares of the


                                        F-13
<PAGE>

     Company's Class A Common Stock at an exercise price of $24.50 to $25.50 per
     share.  As of December 31, 1997, 5,000 of these options were exercisable.

     EMPLOYEE STOCK DISCOUNT PURCHASE PLAN:

     Prior to consummation of the Offering, the board of directors and
     stockholders of the Company approved the Dura Automotive Systems, Inc.
     Employee Stock Discount Purchase Plan (the "Employee Stock Purchase Plan")
     which provides for the sale of up to 500,000 shares of the Company's 
     Class A common stock at discounted purchase prices, subject to certain
     limitations.  The cost per share under this plan is 85% of the market value
     of the Company's Class A common stock at the date of purchase, as defined.
     No shares of Class A common stock were issued to employees pursuant to this
     plan during the year ended December 31, 1996 and 16,922 shares of Class A
     common stock were issued during the year ended December 31, 1997.  The
     weighted average fair value of shares sold in 1997 was $22.63.

     STOCK-BASED COMPENSATION PLANS:

     As discussed above, the Company has two stock option plans, the Stock
     Option Plan and the Director Option Plan, and the Employee Stock Purchase
     Plan.  The Company has elected to continue to account for these plans under
     APB No. 25, under which no compensation cost has been recognized.  Had
     compensation cost for these plans been determined as allowed under SFAS 
     No. 123 the Company's pro forma net income and pro forma earnings per share
     would have been as follows (in thousands):

     <TABLE>
     <CAPTION>
     
                                                   Years Ended December 31,
                                                  ---------------------------
                                                   1995       1996      1997
                                                  -------   -------   -------
     <S>                           <C>            <C>       <C>       <C>
     Net income                    As Reported    $10,126   $10,128   $16,642
                                   Pro Forma      $10,126   $10,093   $16,504
     
     Basic earnings per share      As Reported    $  2.04   $  1.57   $  1.89
                                   Pro Forma      $  2.04   $  1.57   $  1.87

     Diluted earnings per share    As Reported    $  2.03   $  1.57   $  1.88
                                   Pro Forma      $  2.03   $  1.56   $  1.86
     
     </TABLE>
     
     The effect of the stock offered under the Employee Stock Purchase Plan was
     not material for 1996 and 1997.

     The fair value of each option grant is estimated on the date of the grant
     using the Black-Scholes option pricing model with the following weighted
     average assumptions:  risk free interest rates of 6.1% to 6.6% in 1996 and
     5.7% to 6.5% in 1997; expected life of seven years for 1996 and 1997;
     expected volatility of 19%, 24% and 28% in 1996 and 38% and 45% in 1997.


                                        F-14
<PAGE>

     DIVIDENDS:

     The Company has not declared or paid any cash dividends in the past.  As
     discussed in Note 5, the Company's debt agreement restricts the amount of
     dividends the Company can declare or pay.  As of December 31, 1997, under
     the most restrictive debt covenants, the Company could not have paid any
     cash dividends.

4.   ACQUISITIONS AND DIVESTITURE:

     In August 1996, the Company formed a joint venture with Excel Industries,
     Inc. (Excel) to participate equally in the acquisition of a 26 percent
     interest in Pollone S.A. (Pollone), a manufacturer of automotive
     components and mechanical assemblies headquartered in Brazil, for 
     $5 million in total.  The Company has accounted for its portion of this
     investment using the cost method of accounting.  The joint venture has also
     loaned Pollone an additional $10.5 million pursuant to notes which bear
     interest at approximately 7% and mature from August 1998 through August
     2000.  Certain of these notes are convertible into equity of Pollone, at
     the joint venture's option.  The investment and the notes are included in 
     other assets in the accompanying consolidated balance sheets.

     In October 1996, the Company acquired the parking brake business of
     Rockwell Light Vehicle Systems France S.A. (the French Operations).  The
     aggregate purchase price was approximately $3.75 million.  The parking
     brake business is operated from a facility in Cluses, France.  The pro
     forma effects of this transaction are not material to the Company's results
     of operations for the year ended December 31, 1997.

     In December 1996, the Company acquired all of the outstanding common stock
     of KPI Automotive Group (KPI) from Sparton Corporation for approximately
     $78.8 million in cash.  KPI manufactures shifter systems, parking brake
     mechanisms, brake pedals, underbody spare tire carriers and airbag
     components for the North American automotive industry from facilities in
     Indiana and Michigan.  The acquisition was financed with proceeds from
     borrowings under the Company's revolving credit facility.

     In January 1997, the Company acquired all of the outstanding common stock
     of the VOFA Group (VOFA) for approximately $38 million in cash and assumed
     indebtedness.  The cash portion of the purchase price was financed with
     borrowings under the Company's bank credit agreement.  The Company will
     also make additional payments of up to approximately $6 million if certain
     operating targets are achieved by VOFA in the first three years following
     the acquisition.  VOFA manufactures shifter cables, brake cables and other
     light duty cables for the European automotive and industrial markets from
     facilities in Dusseldorf, Gehren and Daun, Germany and Barcelona, Spain.

     In May 1997, the Company acquired the automotive parking brake business
     from Excel for approximately $2.9 million.  The pro forma effects of this
     transaction are not material to the Company's results of operations for the
     year ended December 31, 1997.


                                        F-15
<PAGE>

     In August 1997, the Company acquired GT Automotive Systems, Inc. 
     (GT Automotive), headquartered in Livonia, Michigan.  GT Automotive has
     manufacturing facilities in Livonia and Warren, Michigan and Windsor and
     Brantford, Ontario, Canada, with annual revenues of approximately 
     $70 million.  Initial consideration for the acquisition of GT Automotive 
     was $45 million in cash and assumed indebtedness.  The Company will also 
     make additional payments of up to $15 million if certain operating targets 
     are achieved by GT Automotive in the first two years following the 
     acquisition. The acquisition was financed with proceeds from borrowings 
     under the Company's bank credit agreement, as amended.

     In December 1997, the Company acquired all of the outstanding common stock
     of REOM Industries, an Australian designer and manufacturer of jacks and
     parking brakes, for approximately $3.7 million.  The pro forma effects of
     this transaction are not material to the Company's results of operations
     for the year ended December 31, 1997.

     The acquisitions of the French Operations, KPI, VOFA, the Excel parking
     brake business and GT Automotive have been accounted for using the purchase
     method of accounting and, accordingly, the assets acquired and liabilities
     assumed have been recorded at their fair values as of the dates of the
     acquisitions.  The excess of the purchase price over the fair value of the
     assets acquired and liabilities assumed has been recorded as goodwill.  The
     assets acquired and liabilities assumed of the Excel parking brake business
     and GT Automotive have been recorded based upon preliminary estimates of
     fair value as of the dates of acquisition.  The Company does not believe
     the final allocation of purchase price will be materially different from
     preliminary allocations.  Any changes to the preliminary estimates will be
     reflected as an adjustment to goodwill.  Additional purchase liabilities
     recorded included approximately $13.6 million for costs associated with the
     shutdown and consolidation of certain acquired facilities and $16.6 million
     for severance and related costs.  At December 31, 1997 liabilities for
     approximately $11.6 million for facility related costs and $14.9 million in
     severance costs remain on the consolidated balance sheet.  Results of 
     operations for these acquisitions have been included in the accompanying 
     consolidated financial statements since the dates of acqusition.

     On April 2, 1995, the Company sold the net assets of its window 
     regulator business to Rockwell International Corporation for 
     approximately $18 million in cash, resulting in a pretax gain of 
     approximately $4.2 million. The results of operations of the window 
     regulator business have been included in the accompanying consolidated 
     financial statements through April 2, 1995, the date of divestiture.

     Following are unaudited consolidated pro forma results of operations for 
     the year ended December 31, 1997 giving effect to the acquisition of 
     GT Automotive as if it were completed at the beginning of the period (in 
     thousands, except per share data):

                                        F-16
<PAGE>

          <TABLE>
          <CAPTION>
                                           Pro Forma for
                                          the Year Ended
                                           Dec. 31, 1997
                                          --------------
          <S>                             <C>

          Revenues                           $489,752
                                          --------------
                                          --------------

          Net income                         $ 14,830
                                          --------------
                                          --------------

          Basic earnings per share           $   1.68
                                          --------------
                                          --------------

          Diluted earnings per share         $   1.67
                                          --------------
                                          --------------
          
          </TABLE>

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

5.   DEBT:

     Debt consisted of the following (in thousands):

     <TABLE>
     <CAPTION>
     
                                                                 December 31,
                                                            -----------------------
                                                              1996           1997
                                                            ---------      --------
     <S>                                                    <C>            <C>
     Revolving credit facility, due August 2002, interest
       at the lender's prevailing reference rate plus
       .5% or the Eurocurrency rate plus .5%, at the
       discretion of the Company (6.06% to 8.25% at
       December 31, 1996 and 3.94% to 8.5% at
       December 31, 1997)
                                                             $77,000       $165,158
     Other                                                       456         15,164
                                                             -------       --------
                                                              77,456        180,322
     Less - Current maturities                                   (80)        (2,241)
                                                             -------       --------
                                                             $77,376       $178,081
                                                             -------       --------
                                                             -------       --------
     
     </TABLE>

     Future maturities of long-term debt as of December 31, 1997 are as follows
     (in thousands):

               <TABLE>
               <CAPTION>
                    <S>                      <C>
                    1998                     $  2,241
                    1999                        5,006
                    2000                        2,004
                    2001                        1,156
                    2002                      169,915
                                             --------
                                             $180,322
                                             --------
                                             --------
               
               </TABLE>

     The Company's bank credit agreement, as amended, consists of a revolving
     credit facility with a committed amount of $200 million and is
     collateralized by substantially all assets of the Company.  The agreement
     also provides the Company with the ability to denominate a portion of its
     borrowings in foreign currencies up to an amount equivalent to $50 million
     ($30 million sub-limit for Deutsche Marks).  As of December 31, 1997,
     $158.8 million of borrowings outstanding under the revolving credit
     facility are denominated in U.S. dollars, $2.8 million of borrowings are
     denominated in Canadian


                                        F-17
<PAGE>

     dollars and $3.6 million of borrowings are denominated in Deutsche Marks.
     The bank credit agreement requires the Company to pay a facility fee on the
     commitment amount of .25% and contains various restrictive covenants,
     which, among other matters, require the Company to maintain certain
     financial ratios, including minimum liquidity and interest coverage.  The
     bank credit agreement also limits additional indebtedness, investments,
     rental obligations and cash dividends.  The Company was in compliance with
     all such covenants at December 31, 1997.  In addition, the Company has
     outstanding letters of credit in the amount of approximately $3 million
     expiring through July 2000.

6.   INCOME TAXES:

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

          <TABLE>
          <CAPTION>
          
                              Years Ended December 31,
                         -------------------------------------
                          1995           1996            1997
                         ------         ------         -------
          <S>            <C>            <C>            <C>
          Current        $1,785         $3,278         $10,149
          Deferred        5,067          3,331           1,521
                         ------         ------         -------
            Total        $6,852         $6,609         $11,670
                         ------         ------         -------
                         ------         ------         -------
          
          </TABLE>

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

          <TABLE>
          <CAPTION>
          
                                                       Years Ended December 31,
                                                      --------------------------
                                                       1995      1996      1997
                                                      ------    ------   -------
          <S>                                         <C>       <C>      <C>
          Federal provision at statutory
            rates                                     $5,898    $5,858   $ 9,909
          State taxes, net of federal benefit            685       652       990
          Foreign provision in excess of
            US tax rate                                    -         -       444
          Amortization of non-deductible
            goodwill                                     255       224       440
          Foreign sales corporation benefit                -      (192)     (260)
          Other, net                                      14        67       147
                                                      ------    ------   -------
            Total                                     $6,852    $6,609   $11,670
                                                      ------    ------   -------
                                                      ------    ------   -------
          
          </TABLE>

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


                                        F-18
<PAGE>

     <TABLE>
     <CAPTION>
     
                                                                  December 31,
                                                              ---------------------
                                                               1996           1997
                                                              ------        -------
     <S>                                                      <C>           <C>
     Accrued legal and insurance costs                        $5,306        $ 6,150
     Accrued plant closure and consolidation costs             1,332          5,560
     Depreciation and property basis differences              (3,539)        (4,100)
     Deferred design costs                                    (1,251)        (1,480)
     Inventory valuation adjustments                             307          1,330
     Postretirement benefit obligations                        1,247          1,280
     Accrued compensation costs                                  798          1,230
     Other reserves and accruals not deductible
       for tax purposes                                        1,867            568
     Canadian net operating loss carryforwards                     -          1,475
     Valuation allowance                                           -         (1,475)
                                                              ------        -------
      Net deferred income tax asset                           $6,067        $10,538
                                                              ------        -------
                                                              ------        -------
     
     </TABLE>

     The valuation allowance was established for the Canadian net operating
     losses acquired in connection with the acquisition of GT Automotive as
     their realization is not assured.

7.   MAJOR CUSTOMERS:

     The Company sells its products directly to automobile manufacturers.
     Following is a summary of customers that accounted for a significant
     portion of consolidated revenues for each of the three years in the period
     ended December 31, 1997:

          <TABLE>
          <CAPTION>
          
                             Years Ended December 31,
                             ------------------------
                             1995      1996      1997
                             ----      ----      ----
          <S>                <C>       <C>       <C>
          Ford                52%       49%       42%
          GM                  35%       36%       25%
          Chrysler             6%        8%        7%
          
          </TABLE>

     As of December 31, 1996 and 1997, receivables from these customers
     represented 89 percent and 71 percent of total accounts receivable.

8.   EMPLOYEE BENEFIT PLANS:

     PENSION PLANS:

     The Company sponsors two defined benefit pension plans which cover certain
     hourly and salary employees.  The Company's policy is to make annual
     contributions to the plans to fund the normal cost and the unfunded frozen
     initial liability over 11.5 years.  The salaried employee related plan was
     curtailed during 1996.  The Company agreed to provide certain additional
     benefits to a defined group of individuals who were included in the
     salaried employee plan under a separate defined contribution plan, and has
     accrued the present value of such benefits.  The net effect of the
     curtailment and the provision for benefits under the separate defined
     contribution plan was not material.


                                        F-19
<PAGE>

     Net pension expense consisted of the following (in thousands):

          <TABLE>
          <CAPTION>
          
                                                                Years Ended December 31,
                                                                ------------------------
                                                                1995      1996      1997
                                                                ----      ----      ----
          <S>                                                   <C>       <C>       <C>
          Service cost-benefits earned during the year          $413      $236      $185
          Interest cost on projected benefit obligation          277       243       252
          Return on plan assets                                 (150)     (237)     (232)
          Net amortization and deferral                           26        65        42
                                                                ----      ----      ----
               Net pension expense                              $566      $307      $247
                                                                ----      ----      ----
                                                                ----      ----      ----
          
          </TABLE>

     Pursuant to Statement of Financial Accounting Standards No. 87, "Employers'
     Accounting for Pensions," the Company has recorded deferred pension costs
     of $194,000, $393,000 and $347,000 at December 31, 1995, 1996 and 1997
     related to the minimum pension liability, which are classified as other
     assets in the accompanying consolidated balance sheets.

     The funded status of the Company's plans is as follows (in thousands):

          <TABLE>
          <CAPTION>
                                                                       December 31,
                                                                   ---------------------
                                                                    1996           1997
                                                                   ------         ------
          <S>                                                      <C>            <C>
          Actuarial present value of:
             Vested benefit obligation                             $2,825         $3,491
                                                                   ------         ------
                                                                   ------         ------
             Accumulated benefit obligation                        $3,393         $4,157
                                                                   ------         ------
                                                                   ------         ------
          
             Projected benefit obligation                          $3,393         $4,157
          Plan assets at fair value                                 2,732          3,206
                                                                   ------         ------
             Projected benefit obligation in
             excess of plan assets                                    661            951
          Unrecognized net loss                                       (31)          (527)
          Prior service cost                                         (393)          (347)
          Adjustment to recognize minimum liability                   660            874
                                                                   ------         ------
             Accrued pension costs                                   $897           $951
                                                                   ------         ------
                                                                   ------         ------
          
          </TABLE>

     The accumulated and projected benefit obligations were determined using an
     assumed discount rate of 7.5 percent for the years ended December 31, 1996
     and 1997.  The assumed long-term rate of return on assets was 8.0 percent
     at December 31, 1996 and 1997.  Plan assets consist principally of common
     stock, fixed income securities and guaranteed investment contracts.

     RETIREMENT SAVINGS PLANS:

     The Company sponsors employee retirement savings plans which allow
     qualified employees to provide for their retirement on a tax-deferred
     basis.  In accordance with the terms of the retirement savings plans, the
     Company is required to match certain of the participants' contributions
     and/or provide employer contributions based on the


                                        F-20
<PAGE>

     Company's performance and other factors.  Such employer contributions
     totaled $976,000, $1.6 million and $2.2 million during fiscal 1995, 1996
     and 1997.

     POSTRETIREMENT BENEFITS OTHER THAN PENSIONS:

     The Company has various postretirement medical benefit plans for certain
     employee groups and has recorded a liability for its estimated obligations
     under these plans.

     Net periodic postretirement benefit cost is as follows (in thousands):

     <TABLE>
     <CAPTION>
     
                                                       Years Ended December 31,
                                                       ------------------------
                                                       1995      1996      1997
                                                       ----      ----      ----
     <S>                                               <C>       <C>       <C>
     Service cost-benefits earned during the year      $ 74      $ 84      $101
     Interest cost on projected benefit obligation      679       558       433
     Net amortization and deferral                      124       127       (97)
                                                       ----      ----      ----
          Net periodic postretirement benefit cost     $877      $769      $437
                                                       ----      ----      ----
                                                       ----      ----      ----
     
     </TABLE>
     
     The funded status of the Company's plans is as follows (in thousands):

     <TABLE>
     <CAPTION>
     
                                                                    December 31,
                                                                -------------------
                                                                 1996         1997
                                                                ------       ------
     <S>                                                        <C>          <C>
     Accumulated benefit obligation                             $4,544       $5,755
     Plan assets at fair value                                       -          -
                                                                ------       ------
        Projected benefit obligation in excess of plan assets    4,544        5,755
     Prior service cost                                             97           89
     Unrecognized net gain (loss)                                1,456        1,344
                                                                ------       ------
        Accrued postretirement benefits                         $6,097       $7,188
                                                                ------       ------
                                                                ------       ------
     
     </TABLE>

     For measurement purposes, a 7 percent annual rate of increase for the
     healthcare cost trend was assumed for 1997.  The rate was assumed to
     decrease 1 percent annually to 5 percent and remain level thereafter.
     Increasing the assumed healthcare cost trend assumption by one percentage
     point would increase the accumulated postretirement benefit obligation by
     approximately $510,000 and the net periodic postretirement expense by
     approximately $89,000 for the year ended December 31, 1997.

9.   COMMITMENTS AND CONTINGENCIES:

     ALKIN SERVICE AND SUPPLY AGREEMENTS:

     In connection with the 1994 acquisition of Alkin Co. (Alkin), the Company
     entered into agreements with Alkin whereby the Company receives services
     related to data processing, payroll and personnel administration, and other
     administrative matters. Amounts paid under these service agreements were
     $1.8 million, $1.3 million and $1.1 million for the years ended December
     31, 1995, 1996 and 1997.  Future minimum commitments under the service
     agreements are approximately $80,000 in 1998.  In addition, the Company and
     Alkin have mutually agreed to supply each other's operations


                                        F-21
<PAGE>

     with certain items necessary for the manufacture of their products.  These
     supply agreements are for periods of up to five years and are at terms
     which the Company believes are no less favorable than could be obtained
     from an independent party.

     LEASES:

     The Company leases office and manufacturing space and certain equipment
     under operating lease agreements which require it to pay maintenance,
     insurance, taxes and other expenses in addition to annual rentals.  Future
     annual rental commitments at December 31, 1997 under these operating leases
     are as follows (in thousands):

          <TABLE>
          <CAPTION>
          
          Year           Amount
          ----           ------
          <S>            <C>
          1998           $1,306
          1999              930
          2000              631
          2001              471
          2002              353
          Thereafter        869
                         ------
                         $4,560
                         ------
                         ------
          
          </TABLE>
          
     LITIGATION:

     The Company is party to certain claims arising in the ordinary course of
     business.  In the opinion of management, based upon the advice of legal
     counsel, the outcomes of such claims are not expected to be material to the
     Company.

10.  RELATED PARTY TRANSACTIONS:

     The Company paid fees to Hidden Creek Industries (HCI), an affiliate of the
     Company, of approximately $250,000 in 1995 in connection with the
     divestiture, $750,000 in 1996 in connection with the acquisitions and the
     Offering and $850,000 in 1997 in connection with the acquisitions of VOFA
     and GT Automotive.  In addition, under the terms of a management agreement,
     which was terminated in August 1996, the Company paid HCI monthly
     management fees for certain administrative services.  Total management fees
     of approximately $733,000 for the year ended December 31, 1995 and $881,000
     for the year ended December 31, 1996 are included in selling, general and
     administrative expenses in the accompanying consolidated statements of
     operations.  See Note 4 for discussion of acquisitions and divestiture.


                                        F-22
<PAGE>

11.  QUARTERLY FINANCIAL DATA (UNAUDITED):

     The following is a condensed summary of actual quarterly results of
     operations for 1996 and 1997 (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>
1996:
     First     $ 59,303       $ 7,732   $ 3,336   $ 1,347    $0.27      $0.27
     Second      68,054        10,952     6,822     3,607     0.72       0.72
     Third       57,130         7,552     3,250     1,746     0.25       0.25
     Fourth      60,842        11,283     5,918     3,428     0.39       0.39
               --------       -------  ---------  -------  ---------    -----
               $245,329       $37,519   $19,326   $10,128    $1.57      $1.57
               --------       -------  ---------  -------  ---------    -----
               --------       -------  ---------  -------  ---------    -----

1997:
     First     $107,367       $16,582   $ 7,803   $ 3,544    $0.40      $0.40
     Second     115,350        19,239    10,769     5,100     0.58       0.58
     Third      101,862        15,449     6,920     2,657     0.30       0.30
     Fourth     124,532        22,755    12,118     5,341     0.61       0.60
               --------       -------  ---------  -------  ---------    -----
               $449,111       $74,025   $37,610   $16,642    $1.89      $1.88
               --------       -------  ---------  -------  ---------    -----
               --------       -------  ---------  -------  ---------    -----

</TABLE>

     The sum of per share amounts for the quarters does not necessarily equal
     the total for the year due to the timing of the Offering and its effects on
     the computation of weighted average number of shares outstanding.


                                        F-23

<PAGE>

                                          
                           DURA AUTOMOTIVE SYSTEMS, INC.
                           EXHIBIT INDEX TO ANNUAL REPORT
                                    ON FORM 10-K
                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
                                          
<TABLE>
<CAPTION>
                                                                                             PAGE NUMBER IN
                                                                                               SEQUENTIAL
                                                                                                NUMBERING 
                                                                                             OF ALL FORM 10-K
   EXHIBIT                                                                                  AND EXHIBIT PAGES
   -------                                                                                  -----------------
<S>            <C>                                                                                  <C>
     3.1       Form of Amended and Restated Certificate of Incorporation of the Company,             *
               incorporated by reference to Exhibit 3.1 of the Registrant's Form S-1,
               Registration No. 333-06601 filed under the Securities Act of 1933 (the "S-1").
     3.2       Form of Amended and Restated By-laws of the Company, incorporated by                  *
               reference to Exhibit 3.2 of the S-1.
     4.1       Stockholders Agreement, dated as of August 31, 1994, by and among the                 *
               Company, 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 4.1 of the S-1.
     4.2       Amendment to Stockholders Agreement, dated May 17, 1995, by and between               *
               the Company, Onex DHC LLC, J2R, Alkin, the HCI Stockholders (as defined therein)
               and the Management Stockholders (as defined therein), incorporated by reference
               to Exhibit 4.2 of the S-1.
     4.3       Registration Agreement, dated as of August 31, 1994, among the Company,               *
               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               *
               the Company, the MC Stockholders (as defined therein) and Alkin, incorporated by
               reference to Exhibit 4.4 of the S-1.
     4.5       Investor Stockholder Agreement, dated as of August 31, 1994, by and among             *
               the Company, Onex U.S. Investments, Inc., J2R and certain other stockholders
               party thereto, incorporated by reference to Exhibit 4.5 of the S-1.
     4.6       Form of certificate representing Class A Common Stock of the Company,                 *
               incorporated by reference to Exhibit 4.6 of the S-1.
     4.7       Amended and Restated Multicurrency Credit Agreement, dated December 5,
               1996, among Dura Operating Corp., Kimanus Vermogensverwaltung GmbH, the 
               various financial institutions parties thereto, Bank of America NT&SA, as 
               agent, and BA Securities, Inc., as the arranger incorporated by reference to 
               Exhibit 4.1 of the Registrant's Form 8-K dated December 20, 1996.
     4.8       Consolidated Amendment No. 1 to Amended and Restated Multicurrency Credit
               Agreement, dated August 29, 1997, by and among Dura Operating Corp., Kimanus 
               Vermogensverwaltung GmbH, the various commercial lending institutions parties
               thereto, as lenders, and Bank of America NT&SA, as agent, incorporated by 
               reference to Exhibit 4.2 of the Registrant's Form 8-K dated September 12, 1997.
     10.1      Joint Venture Agreement, dated as of August 31, 1994, by and among the                *
               Company, Alkin, MCHC, Onex and J2R, incorporated by reference to Exhibit 10.1 of
               the S-1.
     10.2**    Management Contribution Agreement, dated as of August 31, 1994, by and                *
               among the Company, Kim B. Clark and the Management Stockholders (as defined
               therein), incorporated by reference to Exhibit 10.2 of the S-1.
     10.3**    Management Agreement, dated as of August 31, 1994, by and between                     *
               Hidden Creek and Dura Operating Corp. (formerly known as Dura Automotive
               Systems, Inc.) ("Dura Operating"), incorporated by reference to Exhibit 10.3 of
               the S-1.
     10.4**    Stock Option Agreement, dated as of August 31, 1994, between the Company              *
               and Alkin, incorporated by reference to Exhibit 10.4 of the S-1.
     10.5**    Stock Option Agreement, dated as of August 31, 1994, between the Company              *
               and Kim B. Clark, incorporated by reference to Exhibit 10.5 of the S-1.
     10.6      Subordinated Promissory Note, dated August 31, 1994, of the Company in the            *
               amount of $2,000,000 in favor of Alkin, incorporated by reference to Exhibit
               10.6 of the S-1.
     10.7      Subordinated Promissory Note, dated August 31, 1994, of MCHC in the amount            *
               of $1,800,000 in favor of Onex Ohio Holdings, Inc., incorporated by reference to
               Exhibit 10.7 of the S-1.


<PAGE>

     10.8      Subordinated Promissory Note, dated August 31, 1994, of MCHC in the amount           *
               of $200,000 in favor of J2R, incorporated by reference to Exhibit 10.8 of the  
               S-1.
     10.9      Credit Agreement, dated as of August 31, 1994, among Dura Operating, certain         *
               commercial lending institutions, The Bank of Nova Scotia, Comerica Bank, The
               Chase Manhattan Bank and Continental Bank, incorporated by reference to Exhibit
               10.9 of the S-1.
     10.10     Security Agreement, dated as of August 31, 1994, between Dura Operating and          *
               Continental Bank, as agent, incorporated by reference to Exhibit 10.10 of the  
               S-1.
     10.11     Pledge Agreement, dated as of August 31, 1994, entered into by Dura Operating        *
               in favor of Continental Bank, as agent, incorporated by reference to Exhibit
               10.11 of the S-1.
     10.12     Guaranty, dated August 31, 1994, by Dura de Mexico S.A. de C.V. ("Dura               *
               Mexico") in favor of the Agents, the Co-Agents and the Lenders (each as defined
               therein), incorporated by reference to Exhibit 10.12 of the S-1.
     10.13     Accounts Receivable Pledge Agreement, dated as of August 31, 1994, by                *
               and between Continental Bank, as agent, and Dura Mexico, incorporated by
               reference to Exhibit 10.13 of the S-1.
     10.14     Corporate Guaranty, dated August 31, 1994, by MCHC in favor of the Agent,            *
               Co-Agents and Lenders (each as defined therein), incorporated by reference to
               Exhibit 10.14 of the S-1.
     10.15     Pledge Agreement, dated as of August 31, 1994, by MCHC in favor of                   *
               Continental Bank, as agent, incorporated by reference to Exhibit 10.15 of the  
               S-1.
     10.16     Letter Agreement, dated August 25, 1994, between the Company and Ford,               *
               incorporated by reference to Exhibit 10.16 of the S-1.
     10.17     Promissory Note, dated December 31, 1991, of Karl F. Storrie in favor of             *
               Continental Bank, as agent, incorporated by reference to Exhibit 10.17 of the  
               S-1.
     10.18     Asset Purchase Agreement, dated March 23, 1995, by and among Dura                    *
               Operating, the Company and Rockwell International Corporation, incorporated by
               reference to Exhibit 10.18 of the S-1.
     10.19     Subscription Agreement, dated as of June 26, 1995, by and between the                *
               Company and the persons listed on the signature pages thereto, incorporated by
               reference to Exhibit 10.19 of the S-1.
     10.20     Subscription Agreement, dated as of June 26, 1995, by and between the                *
               Company, David P. Klosterman and Craig L. Lamiman, incorporated by reference to
               Exhibit 10.20 of the S-1.
     10.21**   Letter Agreement, dated November 9, 1995, between the Company and John J.            *
               Knappenberger, incorporated by reference to Exhibit 10.21 of the S-1.
     10.22**   Letter Agreement, dated August 16, 1994, between the Company and Craig L.            *
               Lamiman, incorporated by reference to Exhibit 10.21.1 of the S-1.
     10.23**   Letter Agreement, dated September 1, 1994, between the Company and David             *
               P. Klosterman, incorporated by reference to Exhibit 10.21.2 of the S-1.
     10.24     Lease, entered into as of January 5, 1988, between the City of Moberly,              *
               Missouri and Alkin, incorporated by reference to Exhibit 10.22 of the S-1.
     10.25     Net Lease, made as of March 16, 1995, by and between First Industrial                *
               Financing Partnership, L.P. ("First Industrial") and Dura Operating,
               incorporated by reference to Exhibit 10.23 of the S-1.
     10.26     First Addendum to New Lease, dated April 24, 1995, between First Industrial          *
               and Dura Operating, incorporated by reference to Exhibit 10.24 of the S-1.
     10.27     Lease of Office Space, dated June 14, 1991, between 80 South Eight Street            *
               Limited Partnership ("Eighth Street") and Hidden Creek, incorporated by
               reference to Exhibit 10.25 of the S-1.



<PAGE>

     10.28     Amendment and Renewal of Lease, made as of April 30, 1993, by and                   *
               between Eighth Street and Hidden Creek, incorporated by reference to Exhibit
               10.26 of the S-1.
     10.29**   Form of 1996 Key Employee Stock Option Plan, incorporated by reference to           *
               Exhibit 10.27 of the S-1.
     10.30**   Form of Independent Director Stock Option Plan, incorporated by reference to        *
               Exhibit 10.28 of the S-1.
     10.31**   Form of Employee Stock Discount Purchase Plan, incorporated by reference to         *
               Exhibit 10.29 of the S-1.
     10.32     Form of Amended and Restated Stockholders Agreement, incorporated by                *
               reference to Exhibit 10.30 of the S-1.
     10.33     Form of Amended and Restated Investor Stockholders Agreement, incorporated          *
               by reference to Exhibit 10.31 of the S-1.
     10.34     Stock and Asset Purchase Agreement, dated October 3, 1996, among Sparton 
               Corporation, Sparton Engineered Products, Inc., Lake Odessa Sparton Group 
               and Dura Automotive Systems, Inc. incorporated by reference to Exhibit 
               2.1 of the Registrant's Form 8-K dated December 20, 1996.
     10.35     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.
     11        Statement of Computation of Earnings Per Share for the Year Ended                  --
               December 31, 1997 filed herewith.
     21.1      Subsidiaries of the Company filed herewith.                                        --
     23.1      Consent of Arthur Andersen LLP filed herewith.                                     --
     27.1      Financial Data Schedule filed herewith.                                            --
     99.1      Consolidated Financial Statements of the Company for the Year Ended December       --
               31, 1997 together with Report of Indepedent Public Accoutants filed herewith

</TABLE>

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