FORM 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)


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

For the fiscal year ended December 31, 2007


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

For the transition period from to

Commission file number: 0-21139

Dura Automotive Systems, Inc.

(Exact name of registrant as specified in its charter)


Delaware		26-2773380
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2791 Research Drive, Rochester Hills, Michigan		48309
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:
(248) 299-7500

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, $0.01 Par Value (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.
Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o No þ

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 the 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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):


Large accelerated filer o	Accelerated filer o		Non-accelerated filer þ	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate value of Class A Common Stock held by non-affiliates of the predecessor to the Registrant was $5,000,000 as of July 1, 2007, based upon the closing price of the predecessor Class A Common Stock reported for such date over the counter on pink sheets. Shares of Class A Common Stock held by each executive officer and director and by each person who owns 10% or more of the outstanding Class A Common Stock have been excluded in that such persons may be deemed to be affiliates.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No þ

The determination of affiliate status is not necessarily a conclusive determination for other purposes. As of December 31, 2007, the predecessor to the Registrant had outstanding 18,904,222 shares of Class A Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE
None

PART I

Item 1. Business

Dura is a leading independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. Dura is a holding company whose predecessor was formed in 1990.

We sell our products to every major North American, European and Asian automotive original equipment manufacturer (“OEM”). We have manufacturing and product development facilities located in the United States (“U.S.”), Brazil, China, Czech Republic, France, Germany, Mexico, Portugal, Romania, Slovakia, Spain and the United Kingdom (“UK”). We also have a presence in India, Japan and Korea through sales offices, alliances or technical licenses.

Over the past several years, the automotive components supply industry has undergone significant consolidation and globalization as OEMs reduced their supplier base. In order to lower costs and improve quality, OEMs are awarding sole-source contracts to full-service suppliers who have the capability to design and manufacture their products on a global basis. The 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 response to these trends, over the past several years we have pursued a disciplined investment strategy that has provided a wider variety of product, manufacturing and technical capabilities. We have broadened our geographic coverage and strengthened our ability to design and manufacture products on a global basis. As a full-service supplier with strong OEM relationships, we expect to continue to benefit from the supply base consolidation trends. In addition, the trend toward module sourcing has enabled us to expand our customer base to include large Tier 1 automotive suppliers.

We continued to focus on the diversification of our customer and product base in 2007. Approximately 80% of our 2007 revenues were generated from sales to the top automotive OEMs in the world, including Ford, General Motors (“GM”), Chrysler, Volkswagen, Renault-Nissan, PSA Group (“PSA”), Honda, Toyota, Lear, Johnson Controls and BMW. In 2007, 54% of our overall automotive revenues were generated in Europe and the remainder primarily in the United States.

Chapter 11 Proceedings

On October 30, 2006 (the “Petition Date”), Dura and its 41 United States and Canadian subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) pursuant to title 11 of the United States Code, 11 U.S.C. §§101-1330, as amended by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Company’s Latin American, European, and Asian subsidiaries were not included in the chapter 11 filings and continued their business operations without supervision from the Bankruptcy Court and were not subject to the requirements of the Bankruptcy Code.

On June 27, 2008 (the “Effective Date”), the Debtors satisfied, or otherwise obtained a waiver of, each of the conditions precedent to the effective date specified in Article VIII of the Debtors’ Revised Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (With Further Technical Amendments) (the “Confirmed Plan”), dated May 12, 2008, as confirmed by an order (the “Confirmation Order”) of the United States Bankruptcy Court entered on May 13, 2008.

As contemplated by the Confirmed Plan, prior to and on the Effective Date, Dura and Dura Operating Corp. (“DOC”) took part in a corporate reorganization. In early June 2008, nominees for the creditors formed three new Delaware corporations: New Dura, Inc. (“Newco”), along with its wholly-owned direct subsidiary, New Dura Holdco, Inc. (“New Dura Holdco”), and its wholly-owned indirect subsidiary, New Dura Opco, Inc. (“New Dura Opco”). On the day before the Effective Date, Dura amended its certificate of incorporation to change its name to “Old Dura, Inc.” (“Old Dura”) and immediately thereafter Newco amended its certificate of incorporation to change its name to “Dura Automotive Systems, Inc.” (“New Dura”). Then, through a series of transactions consummated on the Effective Date:

•

Old Dura sold (a) its holdings of Atwood Automotive, Inc. to New Dura Holdco and (b) substantially all of its other assets (including the stock of DOC) to New Dura Opco. In exchange thereof, Old Dura received (a) 8,400,000 shares of common stock,

par value $0.01 per share, of New Dura (the “New Common Stock”) and (b) 2,281,000 shares of Series A Redeemable Voting Mandatorily Convertible Preferred Stock, par value $0.01 per share (the “New Series A Preferred Stock”);

•

New Dura issued 83,750 shares of New Series A Preferred Stock to the lenders under its new Senior Secured Second Lien Credit Facility as consideration for providing the facility;

•

Except to the extent otherwise provided in the Confirmed Plan, Old Dura’s notes, stock, instruments, certificates, and other documents evidencing the Senior Notes Claims, Subordinated Notes Claims, Convertible Subordinated Debentures Claims, Convertible Trust Guarantees and Equity Interests (including the 18,904,222 shares of Old Dura’s Class A Common Stock, par value $0.01 per share, which were outstanding as of June 1, 2007) existing immediately prior to the Effective Date were cancelled;

•

Old Dura distributed 7,324,060 shares of the New Common Stock to Senior Notes Indenture Trustee on behalf of Senior Notes holders, (as defined in the Confirmed Plan) and 2,281,000 shares of the New Series A Preferred Stock to the holders of Allowed Second Lien Facility Claims (as defined in the Confirmed Plan); and

•

Old Dura issued approximately 146,000 shares of New Common Stock to be distributed at a later date to holders of Allowed Class 5A Claims (as defined in the Confirmed Plan).

New Dura is the successor registrant to Old Dura pursuant to Rule 12g-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).

The Debtors’ Operational Restructuring Initiatives

The Company undertook substantial restructuring initiatives to achieve long-term profitability in North America and Europe since February 2006. The Debtors’ operational restructuring has focused on three areas and has been successful to date. These three areas are (1) manufacturing footprint consolidation; (2) non-core asset sales; and (3) customer accommodations.

Manufacturing Footprint Consolidation

As of December 31, 2007, the Debtors had successfully closed seven underutilized high-cost facilities and transferred production to their lower cost country facilities (the “LCC Facilities”) and “best in cost” facilities which resulted in substantial cost savings.

In addition to the restructuring initiatives completed in the last two years, as described above, the Debtors will continue completing restructuring initiatives in 2008. During 2008, the Debtors plan to close or downsize four additional North American facilities and transfer the related production to the LCC Facilities or the “best-in-cost” facilities.

Specifically, the Debtors are relocating the labor-intensive brakes and tire carrier components of their metals business to LCC Facilities in order to take advantage of significantly lower wage rates and increased plant utilization (the “Metals Moves”). The operational restructuring plan originally called for the Metals Moves to have been completed by mid-year 2008. Delays in implementing these transfers have also delayed completion of related corporate overhead reductions. However, these additional cable, brake, and tire carrier facility consolidations are expected to result in significant annual savings.

By June 2008, the Debtors ceased production and were in the process of soliciting purchasers for the real estate and improvements of the following facilities:

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Brantford, Ontario. The Debtors relocated their shifters production to their Fremont, Michigan and Milan, Tennessee facilities.

•

Stratford, Ontario. The Debtors relocated their cable manufacturing operations to their Matamoros, Mexico and Milan, Tennessee facilities.

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Bracebridge, Ontario. The Debtors transferred the seats manufacturing footprint to their Gordonsville, Tennessee and Stockton, Illinois facilities.

•

Brownstown, Indiana. The Debtors transferred their brakes business to their new LCC Facility in Matamoros, Mexico.

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Hannibal, Missouri (South). The Debtors transferred their entire production capacity to their Milan, Tennessee and Matamoros, Mexico facilities.

•

Jacksonville, Florida. The Debtors transferred their brake operation to Matamoros, Mexico and other locations. The site is expected to be closed in the fourth quarter of 2008.

To further enhance profitability of the Company’s European and other non-debtor foreign subsidiaries, whose operations are located principally in Europe, the Company had moved production of control system products for the following facilities:

•

Pamplona, Spain. The Company closed this facility in the second quarter of 2008 and relocated production to Carregado, Portugal and to its LCC facilities in Eastern Europe.

•

Llanelli, United Kingdom. The Company transferred the entire production capacity of this facility to plants in Daun, Germany; Koprivinice, Czech Republic and Timisora, Romania.

•

Barcelona, Spain. The Company transferred the entire production capacity of this facility to Daun, Germany and LCC Facilities located in Koprivinice, Czech Republic and Timisora, Romania, which will further decrease direct labor costs and increase plant utilization.

Non-Core Asset Sales

Another initiative the Debtors undertook was the identification of several business operations as being non-core to their long-term strategy, including their recreational vehicle business, Atwood Mobile Products.

(a) The Atwood Sale

On August 15, 2007, the Bankruptcy Court approved the sale of the Atwood Mobile Products business segment to Atwood Acquisition Co. LLC (the “Buyer”) for an aggregate cash consideration of $160.2 million. On August 27, 2007, the Atwood sale closed, and the proceeds of the sale were used to pay down a portion of the funds owed under the DIP Term Loan and the DIP Revolver. As per the settlement agreement and mutual release between the Debtors and the Buyer dated March 28, 2008, the purchase price had been subsequently reduced by $7.5 million based on changes in working capital as defined in the asset purchase agreement. The $7.5 million of purchase price adjustments consisted primarily of disputes related to differences in policies for accounting for warranties, vacation, and other accruals, and certain inventory adjustments.

(b) Sale of De Minimis Assets

On April 25, 2007, the Bankruptcy Court entered an order permitting the Debtors to sell certain assets of de minimis value that: (i) are no longer required for the operation of their businesses; (ii) the Debtors’ operational restructuring has rendered obsolete, excessive or burdensome; or (iii) the Debtors have determined, after evaluating holding and maintenance costs, are of marginal or no value to the Debtors’ estates. The order approved procedures for selling such assets, outside the ordinary course of business without further court approval, provided that the purchase price is less than $250,000 for each transaction or in the aggregate for a related series of transactions. If the purchase price is between $250,000 and $2.5 million, the Debtors may consummate the transaction if they provide notice to certain parties and receive no written objections within fifteen calendar days of service of such notice. During these Chapter 11 Cases, the Debtors have disposed of the following assets pursuant to this order:

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Brantford, Ontario. On June 5, 2007, the Debtors filed their first notice of sale announcing that they had agreed to sell to Mareddy Corporation, their manufacturing facility located at 205 Mary Street, Brantford, Ontario, consisting of approximately 4.26 acres in a “general industrial” M2 zoned area, for the purchase price of $1.2 million (CDN). This facility was built in approximately 1960 and includes approximately 6,000 square feet of office area and 60,000 square foot of manufacturing area. On October 15, 2007, the Debtors filed a second notice of sale announcing that the purchase price had been reduced to $1.1 million (CDN). The sale closed on November 26, 2007, and the Debtors received proceeds of approximately $1.1 million (CDN) in connection with the sale, of which includes an $700,000 (CDN) promissory note.

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Selingsgrove, Pennsylvania. On September 26, 2007, the Debtors filed a notice of sale announcing that they had agreed to sell to Icon Reality, LLC, two tracts of land situated in the County of Snyder, Borough of Selingsgrove, Commonwealth of Pennsylvania, for the purchase price of $665,000. The sale closed on October 16, 2007, and the Debtors received cash proceeds of approximately $665,000 in connection with the sale.

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West Union, Iowa. On November 1, 2007, the Debtors filed a notice of sale announcing that they had agreed to sell to Atwood Mobile Products LLC, certain equipment and machinery located at the West Union, Iowa facility, pursuant to an amended lease agreement between Atwood Mobile Products LLC and Dura Operating Corp., dated as of October 26, 2007, for the purchase

price of approximately $51,000. The sale closed on November 30, 2007, and the Debtors received cash proceeds of approximately $51,000 in connection with the sale.

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Butler, Indiana. On November 15, 2007, the Debtors filed a notice of sale announcing that they had agreed to sell their jack and jack tool kit business located in Butler, Indiana, including the transfer of certain patents held by DURA Global Technologies, Inc. (the “Butler Assets”), to Autoline Industries, U.S.A., LLC for the purchase price of $900,000. The sale closed on December 3, 2007, and the Debtors received cash proceeds of approximately $900,000 in connection with the sale. On December 4, 2007, the Bankruptcy Court entered an order approving the sale of the Butler Assets.

Customer Accommodations

As part of their restructuring strategy to induce lasting sales and increase profitability, the Debtors negotiated and entered into long-term accommodation agreements with certain key customers during 2007. These accommodation agreements have resulted in favorable pricing adjustments on selected platforms and service parts, customer commitments with respect to certain price concessions, and customer commitments not to resource current business for various periods of time.

In conducting negotiations with customers, the Debtors utilized a self-help approach intended to increase the profitability of selected products while simultaneously protecting the Debtors’ long-term customer relationships and future business awards. In doing so, the Debtors based their requested customer price increases on their predicted cost structure after they have completed their operational restructuring. The Debtors have completed these commercial negotiations with their customers and successfully obtained critical pricing concessions from each such customer while fortifying these vital long-term relationships.

In certain cases, and where necessary, the Debtors obtained Bankruptcy Court approval of these accommodation agreements by separate motion.

Canadian Proceedings

Of the nine Canadian Debtor entities, only the Canadian Operating Debtor was in operation at the commencement of the Chapter 11 Cases. Up until the Petition Date, the Canadian Operating Debtor owned and operated three manufacturing and product development facilities located in Canada. Two of the facilities operated by the Debtors’ North American Shifter Systems and Cables subdivision were located in Stratford, Ontario and Brantford, Ontario. The Debtors’ Seat Systems facility was located in Bracebridge, Ontario. As part of the Debtors’ operational restructuring initiatives, all three Canadian facilities have been closed during the Chapter 11 Cases and their production transferred to the Debtors’ LCC facilities either in Matamoros, Mexico; Milan, Tennessee; Stockton, Indiana; Fremont, Michigan; or Gordonsville, Tennessee.

In December 2007, the Debtors completed their operational plan to entirely cease all operations in Canada, and the Company commenced a corporate restructuring of the Canadian Debtors (the “Canadian Corporate Restructuring”) that could provide the Company with substantial future tax savings. The Canadian Corporate Restructuring was approved by the Bankruptcy Court by order dated December 28, 2007. All of the creditors of the Canadian Debtor entities were unaffected by the Canadian Corporate Restructuring.

Asset Purchase Agreement

On the Effective Date, Old Dura entered into an Asset Purchase Agreement with New Dura Opco whereby Old Dura sold New Dura Opco substantially all of its assets, including all of the outstanding equity interests in DOC, in exchange for New Dura Opco’s holdings of New Series A Preferred Stock and New Common Stock.

Registration Rights Agreement

On the Effective Date, New Dura entered into a Registration Rights Agreement with each of the creditors who received an issuance of New Series A Preferred Stock pursuant to the Confirmed Plan. The Registration Rights Agreement provides the holders of the New Series A Preferred Stock with registration rights applicable to their shares of New Series A Preferred Stock and the New Common Stock (the “Registrable Securities”).

Under the Registration Rights Agreement, and subject to certain restrictions, the holders of not less than 20% of each class of Registrable Securities have the right to request that New Dura effect the registration of the Registrable Securities held by such requesting

holders, plus the Registrable Securities of any other holder giving New Dura a timely request to join in such registration (a “Demand Registration”). Additionally, under the Registration Rights Agreement, and subject to certain restrictions, if New Dura proposes to register any of its securities (other than pursuant to a Demand Registration) then New Dura must provide the holders of Registrable Securities with piggyback registration rights to have their Registrable Securities included in such registration, subject to certain limitations.

New Dura agreed to pay certain expenses related to the filing of registration statements pursuant to the Registration Rights Agreement, except that certain underwriting fees and taxes relating to the Registrable Securities shall be borne by the sellers of securities included in such registration in proportion to the aggregate selling price of the securities to be so registered. The Registration Rights Agreement contains other customary provisions, including indemnification provisions. New Dura has agreed not to take any action to terminate or suspend its reporting obligations under the Exchange Act without the approval of the holders of a majority of its New Common Stock (which vote shall not include the vote of the holders of New Series A Preferred Stock on an as-converted basis) prior to the earlier of (i) three years after the Effective Date or (ii) if New Dura merges with or into or consolidates with another entity or sells all or substantially all of its assets to another entity, in any case other than a direct or indirect wholly-owned subsidiary of New Dura.

Cancelled Indebtedness

On the Effective Date and pursuant to the Confirmed Plan, the following outstanding debt securities of certain of the Debtors were cancelled, and the indentures governing such debt securities were terminated:

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8.625% Senior Notes due April 15, 2012, issued by DOC pursuant to the Indenture, dated April 18, 2002, among DOC (as issuer), certain affiliates of DOC (as guarantors), and BNY Midwest Trust Company (as trustee). The holders of these notes received approximately 95% of the common stock of the New Dura;

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9% Senior Subordinated Notes due May 1, 2009, issued by DOC pursuant to the Indentures, dated April 22, 1999, April 22, 1999, and June 22, 2001, among DOC (as issuer), certain affiliates of DOC (as guarantors), and U.S. Bank Trust National Association (as trustee), as amended, supplemented or otherwise modified; and

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7.5% Convertible Subordinated Debentures due March 31, 2028, issued by Old Dura pursuant to the Junior Convertible Subordinated Indenture, dated as of March 20, 1998, among Old Dura (as issuer) and The First National Bank of Chicago (as trustee).

Second Lien Facility

On the Effective Date and pursuant to the Confirmed Plan, the $225 million Second Lien Facility governed by the Credit Agreement dated May 3, 2005 by and among DOC, as Borrower; Old Dura and all subsidiaries of Old Dura as Guarantors; JPMorgan Securities, Inc. and Banc of America Securities, LLC as sole and exclusive joint bookrunners, lead arrangers and syndication agents; and Wilmington Trust Company as collateral agent of the other lenders therein, as amended, was repaid and terminated. The creditors holding Allowed Second Lien Facility Claims (as defined in the Confirmed Plan) relating to the Second Lien Facility were paid in full in shares of New Series A Preferred Stock on the Effective Date.

DIP Facilities

On the Effective Date and pursuant to the Confirmed Plan, the obligations of the Debtors under the DIP Revolver and the New Term Loan DIP Agreement, except those surviving obligations set forth in Article IX.D.4 of the Confirmed Plan (collectively, the “Allowed DIP Facility Claims”) were repaid in full and terminated. The creditors holding Allowed DIP Facility Claims were paid in full in cash on the Effective Date.

Exit Financing

Senior Secured Revolving Credit Facility

syndication agent; and Bank of America, N.A. as issuing bank and documentation agent. The Senior Secured Revolving Credit Facility consists of a $110 million revolving loan facility for a term of four years, including a letter of credit subfacility of $25 million.

The outstanding principal balance under the Senior Secured Revolving Credit Facility initially bears interest, at DOC’s option, at a fluctuating rate equal to (a) the Base Rate (as defined in the Senior Secured Revolving Credit and Guaranty Agreement) plus 1.50% per annum, or (b) LIBOR plus 2.75% per annum. The applicable margins shall be subject to adjustment prospectively on a quarterly basis based on DOC’s average Excess Borrowing Availability (as defined in the Senior Secured Revolving Credit and Guaranty Agreement) for the fiscal quarter then ended; provided, that such adjustments shall not occur prior to delivery of the Borrower’s borrowing base certificate for the month ending December 31, 2008. The definitive documentation contains provisions regarding the delivery of financial statements, and the timing and mechanics of subsequent prospective adjustments to the applicable margins.

In addition, DOC must pay certain fees to the lenders under the Senior Secured Revolving Credit Facility, including (i) annual fees in the amount of $100,000 payable to the Agent; (ii) a closing fee of $2.2 million, representing 2% of the aggregate loan amount, to be allocated among the lenders proportionately based on their respective committed amounts of the $110 million; (iii) a monthly fee initially in an amount equal to 1.0% per year on the average unused daily balance of the Senior Secured Revolving Credit Facility (less any outstanding letters of credit), to be adjusted up or down prospectively on a quarterly basis based on DOC’s Excess Borrowing Availability (as defined in the Senior Secured Revolving Credit and Guaranty Agreement); (iv) monthly fees for all letters of credit, in an amount equal to the LIBOR margin on revolving loans on the outstanding face amount of all letters of credit; (v) a premium payment in an amount equal to the amount of the Senior Secured Revolving Credit Facility commitment reduced or terminated multiplied by 1.0% during the first two years following the agreement’s closing date and 0% thereafter, in the event that the Senior Secured Revolving Credit Facility is reduced or terminated prior to the second anniversary of the closing date; and (vi) all reasonable costs and expenses, including certain legal and auditing expenses and enforcement costs and expenses of the agent and lenders.

DOC is required to make prepayments as follows: promptly upon receipt thereof in the amount of 100% of the net cash proceeds of (i) any sale or other disposition of assets of DOC or New Dura and any guarantor in excess of an amount to be mutually agreed and except for sales of inventory in the course of business and other dispositions of assets to be agreed; (ii) any sales or issuances of equity (subject to certain customary exceptions) or debt securities of New Dura, DOC or any of the guarantors and/or any other indebtedness for borrowed money incurred by DOC or any of the guarantors after the closing date (other than permitted issuances of equity and permitted amounts and types of indebtedness, each to be mutually agreed upon); and (iii) insurance proceeds and condemnation awards to the extent not reinvested in the business.

The collateral agent will receive as collateral a first priority perfected security interest in substantially all existing and after-acquired property of each of DOC, New Dura and the guarantors. The Senior Secured Revolving Credit Facility is also secured by a first priority lien on the collateral of DOC, New Dura and the guarantors, other than that portion of the collateral on which the Second Lien Term Loan (as defined below) has a first priority lien. The Senior Secured Revolving Credit Facility has a second priority lien on the portion of the collateral on which the Second Lien Term Loan will have a first priority lien, junior to the terms of the Second Lien Term Loan. All obligations under the Senior Secured Revolving Credit Facility are cross-collateralized with each other and with collateral provided by any subsidiary of DOC or any other guarantor.

The Senior Secured Revolving Credit Facility contains customary covenants for facilities of this type. In addition, DOC must also comply with certain financial covenants, including (i) a minimum EBITDA for DOC and the guarantors, (ii) minimum Excess Borrowing Availability (as defined in the Senior Secured Revolving Credit and Guarantee Agreement) at all times of $10 million; and (iii) maximum capital expenditures for DOC and guarantors.

Loans made on the closing date under the Senior Secured Revolving Credit and Guaranty Agreement will be used to refinance the existing indebtedness under the Existing DIP Revolving Credit Facility, to otherwise enable DOC to consummate the Confirmed Plan, and to fund working capital purposes and general corporate purposes. As of the Effective Date, $23.5 million was outstanding under the Senior Secured Revolving Credit Facility.

Second Lien Credit Facility

principal amount. The relative rights of the Senior Secured Revolving Credit Facility and the Second Lien Credit Facility will be set forth in an intercreditor agreement (the “Intercreditor Agreement”) which will include provisions governing their respective collateral rights and obligations.

The outstanding principal balance under the Second Lien Credit Facility shall bear interest, at DOC’s election, at a rate per annum equal to (a) the ABR plus the Applicable Margin or (b) the Eurodollar Rate plus the Applicable Margin (each as defined in the Senior Secured Second Lien Credit Facility Agreement). Interest shall be payable in cash or, at the option of DOC, in kind such that all interest payments are added to the principal amount of the term loans under the Second Lien Credit Facility. In addition, DOC paid a funding fee of $8.375 million, representing 10% of the aggregate principal amount of the term loan commitments (without taking into account any OID), which was allocated among the lenders pro rata in accordance with their respective commitments. The fee was paid by issuing 83,750 shares of New Series A Preferred Stock.

DOC will make mandatory prepayments, to the extent that the Senior Secured Revolving Credit Facility has been repaid in full, as follows: (i) 100% of the net cash proceeds of any incurrence of debt (other than permitted debt) by the parties to the loans and their domestic subsidiaries; (ii) 100% of the net cash proceeds of any sale or disposition by the parties to the loans and their domestic subsidiaries of any assets (in excess of $1 million) except for sales of inventory or obsolete, uneconomic, surplus or worn-out property, in each case, in the ordinary course of business, and subject to customary thresholds and exceptions (including the right to reinvest the proceeds); and (iii) a certain percentage excess cash flow for each fiscal year of DOC commencing with the fiscal year ending December 31, 2009, with stepdowns to be mutually agreed and with a right to reinvest the mandatory prepayment resulting from excess cash flow.

The Second Lien Credit Facility is secured by (1) a first priority lien on the portion of the collateral consisting of (i) all intercompany indebtedness owed to New Dura, DOC and all guarantors from any foreign subsidiaries and (ii) up to 100% of the equity interests of all first-tier foreign subsidiaries of New Dura, DOC and all other guarantors; and (2) a second priority lien on all collateral, junior to the liens of the Senior Secured Revolving Credit Facility (other than the portion of the collateral which the Second Lien Credit Facility will have a second priority lien, as set forth in this section).

The Second Lien Credit Facility contains customary covenants for facilities of this type. In addition, DOC must also comply with financial covenants, including a maximum leverage ratio and maximum capital expenditures.

Loans made on the closing date under the Second Lien Credit Facility will be used to refinance the existing indebtedness under the DIP Revolving Credit Facility, to otherwise enable DOC to consummate the Confirmed Plan, and to fund working capital purposes and general corporate purposes. As of the Effective Date, $83.75 million was outstanding under the Second Lien Credit Facility.

European First Lien Term Loan

On June 27, 2008, Dura Holding Germany GmbH, a non-domestic, indirect subsidiary of DOC, and certain of Dura Holding Germany GmbH’s non-domestic subsidiaries entered into the Credit Agreement (the “European First Lien Term Loan”) with Blackstone Distressed Securities Fund (Luxembourg) SARL and GSO Domestic Capital Funding (Luxembourg) SARL as lenders and Deutsche Bank Trust Company Americas as administrative agent and collateral agent. The European First Lien Term Loan consists of a €32.2 million term loan for a term of four years. The loan will carry an interest rate of EURIBOR plus 925 bps.

The European First Lien Term Loan is secured by a first priority lien on (i) all intercompany indebtedness of DASI, DOC and all other Guarantors owing to foreign subsidiaries of Dura European Holding LLC & Co. KG and the Guarantors (ii) 100% of the equity interests and assets (other than accounts receivable) of certain subsidiaries of Dura European Holding LLC & Co. KG (collectively, the “European First Term Loan Priority Collateral”). As of the Effective Date, €32.2 million was outstanding under the European First Lien Term Loan.

On September 15, 2008, the parties entered into the first amendment to the agreement to adjust the minimum cash requirement in the European pledged cash accounts from €18 million to €10 million for 45 days through October 30, 2008, and €19 million, thereafter.

European Factoring Agreements

subsidiary of New Dura and (ii) the purchase of receivables from COFACE Finance GmbH in an amount outstanding of €32.7 million on the Effective Date. The European Factoring Agreements contain representations and warranties and conditions precedent that are customary for transactions of this type.

Changes in the Board of Directors

On May 6, 2008, Mr. Yousif B. Ghafari resigned from his position as a member of the Board of Directors.

On the Effective Date and pursuant to the Confirmed Plan, the following directors resigned from the Board of Directors of Old Dura: Walter P. Czarnecki, Jack K. Edwards, James O. Futterknecht, Jr., J. Richard Jones, Nick G. Preda and Ralph R. Whitney, Jr.

On the Effective Date and pursuant to the Confirmed Plan, the following individuals were appointed as members of the Board of Directors of New Dura (the “New Dura Board”): Fred Bentley, Steven J. Gilbert, Tim Leuliette, Andrew (Andy) B. Mitchell, Peter F. Reilly, and Jeffery M. Stafeil. Lawrence A. Denton, a director of Old Dura and New Dura prior to the Effective Date, remained on the Board of Directors of New Dura following the Effective Date. Shortly after the Effective date, Lawrence A. Denton resigned from the Board of Directors of New Dura, and Robert S. Oswald was appointed as a member of the Board of Directors of New Dura. Further, Mr. Gilbert was appointed Chairman of the Board of Directors in July 2008.

On July 16, 2008, the Board of Directors appointed Timothy D. Leuliette as the Company’s President and Chief Executive Officer. Mr. Leuliette, 58, is currently Chairman and Chief Executive Officer of Leuliette Partners LLC, an investment and financial services firm. He previously served as Co-Chairman and Co-Chief Executive Officer of Asahi Tec Corporation, a manufacturer of automotive parts and other products, and Chairman, Chief Executive Officer and President of its subsidiary, Metaldyne Corporation, an automotive supplier. Mr. Leuliette has also previously served as President and Chief Operating Officer of privately held Penske Corporation, and as President and Chief Executive Officer of ITT Automotive and Executive Vice President of ITT Corporation. Over his career, Mr. Leuliette has held executive and management positions at both vehicle manufacturers and suppliers and has served on both corporate and civic boards, including as Chairman of the Detroit Branch of the Federal Reserve Bank of Chicago.

Amendment of Compensatory Arrangements

On May 8, 2008, Mr. Denton, Ms. Skotak, Old Dura and DOC entered into amendments of their respective existing change of control agreements dated June 16, 2004 (the “COC Amendments”).

The COC Amendments provide a revised definition of “Change of Control” instances as well as an aggregate cap on the amount an officer may receive from New Dura as a result of the change of control agreements, and in the case of Mr. Denton, an employment agreement and the senior executive retirement plan (“SERP”).

The COC Amendments also amend the instances in which the officer may terminate his or her employment in order to receive severance benefits upon a Change of Control so that a material diminution in the officer’s authority or power or a material adverse change in the conditions under which he or she works would trigger such officer’s severance benefits under his or her respective change of control agreement.

On May 8, 2008, New Dura amended the SERP in order to conform its definition of change of control to match that of the COC Amendments. On the same date, New Dura amended the employment agreement of Mr. Denton to provide him with a company sale incentive payment in place of his restricted stock units, which were cancelled. The amount of the sale incentive payment varies with the amount and timing of any such sale. Subsequently, on August 7, 2008, the Company and Lawrence A. Denton, the former President and Chief Executive Officer of the Company, entered into a Separation Agreement and General Release.

Industry Trends

Our performance and growth are directly related to certain trends within the automotive market.

Increasing Electronic and Technological Content

The electronic and technological content of vehicles continues to expand, largely driven by consumer demand for greater vehicle performance, functionality, and affordable convenience options as a result of increased communication abilities in vehicles, as well as

increasingly stringent regulatory standards for energy efficiency, emissions reduction and increased safety. Mechatronic systems utilize microprocessors and software to control the motion of mechanical devices. Mechatronics is a growing market, as the electronic content in automobiles is expected to represent a greater proportion of vehicle content in future car and light truck designs. This environment will present substantial growth opportunities to suppliers with the capability to design both the mechanical and electronic portions of mechatronic systems and deliver optimized system performance and value to OEM customers.

Utilization of Light-Weight Materials

Concern over the environmental impact of the automotive industry has been growing, resulting in European and U.S. regulations of vehicle emissions becoming more stringent. The automotive manufacturer’s need to improve overall fuel economy in vehicles has led to the trend toward minimizing vehicle weight. The use of performance materials such as high strength steel and aluminum is on the rise and heavier traditional materials, such as steel and iron, are being replaced whenever possible.

Platform Derivatives

Automakers continue to expand the number of unique models offered from vehicle platforms to provide increased options for vehicle buyers. Platform derivatives often include a combination of sedans, wagons, SUVs, crossovers, minivans, hatchbacks and a growing number of other configurations on a single platform. Additionally, many vehicle platforms offer certain vehicle models that deliver higher performance through the use of lighter weight materials and enhanced power trains. The expansion in derivatives drives an overall increase in platform volume, comprised of several lower volume model configurations. To maintain a competitive cost structure while expanding offerings, automakers seek innovative technologies and suppliers that can offer solutions based on flexible manufacturing concepts that reduce capital and tooling expenses. Suppliers with technologies that contribute to space frame architectures for door and body components are able to provide significant investment advantages for platform derivatives below 100,000 units.

Continuous Cost and Performance Improvement

In order to continue to respond to increasingly competitive market pricing dynamics, suppliers are establishing comprehensive plans to remove waste from the enterprise value stream. This includes optimizing the design of products and manufacturing processes above previous generations for improved efficiency and value. Suppliers with the ability to generate savings through processes such as six sigma, lean manufacturing, value analysis and value engineering (“VA/VE”), and warranty analysis, coupled with strong execution and disciplines in advanced product quality planning (“APQP”) will be successful in offering continuous improvement in value.

Safety Performance

Government agencies develop, promote, and implement educational, engineering and enforcement programs directed toward ending preventable tragedies and improving occupant safety related to vehicle use and highway travel. These agencies also establish standards for safety performance criteria that every new motor vehicle sold in a specified region must meet. Standards range from those focused on crash avoidance features (such as brakes and lighting) to ensuring vehicle crashworthiness through testing occupant restraint systems (safety belts and airbags) and to protecting against fires (fuel integrity). These standards set forward test procedures and specific performance requirements. Vehicle manufacturers are required to certify that each new vehicle sold meets all of the applicable standards. Should a vehicle fail any aspect of the standard, the manufacturer is required to recall the vehicle and fix the problem. Vehicle manufacturers and suppliers strive to continuously improve vehicle and component safety performance. These efforts include the creation of stringent safety programs aimed toward saving lives, preventing injuries, and reducing traffic-related health care and other economic costs. Suppliers with proven track records in developing and manufacturing products that exceed government and OEM quality and safety standards offer significant value to vehicle manufacturers and are at an advantage versus suppliers of non-safety related products. We have extensive experience in the design and manufacturing of safety related products. A majority of our products are designed and tested to meet the stringent safety standards set both by governments and OEMs.

System and Module Sourcing

OEMs increasingly seek suppliers capable of manufacturing complete systems or modules of a vehicle rather than suppliers who only produce individual components. By outsourcing complete systems or modules, 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. Often the modules are supplied to OEM factories on a just-in-time basis, which

involves the complex sequencing of discrete modules with specific vehicle build schedules. Suppliers with in-line-vehicle-sequencing (“ILVS”) capabilities will have access to these contract opportunities. We continue to invest in and expand our ILVS capabilities for products such as complex glass modules, shifters and exterior trim packages.

Global Expansion into Emerging Markets

Regions such as Asia, Latin America and Eastern Europe are expected to experience significant growth in vehicle demand over the next ten years. Suppliers and OEMs are positioning themselves to reach these emerging markets in a cost-effective manner by expanding their geographic presence and marketing products that can be designed in one vehicle center but customized, produced and sold in many different geographic markets, thereby reducing design costs and take full advantage of low-cost manufacturing locations. OEMs increasingly are requiring their suppliers to have the capability to design and manufacture their products in multiple geographic markets.

Ongoing Industry Consolidation

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. Suppliers with sufficient size, geographic scope and financial resources can best meet these requirements. 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 and 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. These OEM practices resulted in significant consolidation of component suppliers in certain segments. We believe that opportunities exist for further consolidation within the vehicle component supply industry. This is particularly true in Europe, which has many suppliers with relatively small market shares.

Business Strategy

Our primary business objective is to capitalize on the technology, globalization and system sourcing trends in the automotive supply industry in order to be the leading provider of the systems we supply to customers worldwide. Presently, we are focusing on the following key strategies:

Focus on Core Businesses. We continue to bolster our organic growth strategy by seeking complimentary partnerships and investments that provide a competitive advantage and growth opportunities for our core businesses. As part of this strategy, we have placed a greater emphasis on achieving higher returns on our investments and our individual business lines.

Accelerate Investments in New Product and Process Technologies. We continue to invest in new product and manufacturing process technologies to strengthen and differentiate our product portfolio. We also intend to continue our efforts to develop innovative products and manufacturing processes to serve our customers better globally and improve our product mix and profit margins.

Maximize Low-Cost Production Capabilities. We continuously implement strategic initiatives designed to improve product quality while reducing manufacturing costs. In addition, we continually evaluate opportunities to maximize our facility and asset utilization worldwide. We also seek to capitalize on opportunities to expand our manufacturing capabilities in low-cost regions of the world, which are anticipated to develop into future domestic sales to emerging markets. We have ongoing operational restructuring plans designed to enhance performance optimization, worldwide efficiency and financial results. This plan is an acceleration of our previous strategies, focused on achieving improved financial results in the near future. The restructuring plan is expected to impact over 50% of our worldwide operations either through product movement or facility closures. We expect to continue these actions in 2009. Costs associated with the restructuring plans are significant and relate to employee severance, capital investment, facility closure and product move costs. The savings are expected primarily through a lower average global wage rate, lower cost of purchased materials and operating efficiencies gained as a result of facility consolidations and reorganizations. Actual savings in 2007 were approximately $26.9 million, and expected savings in 2008, and beyond ranges between $77 million to $82 million per year. The restructuring, we believe, will be financed with cash on hand and available under our credit agreements.

Company History

Dura was formed in 1990 by Hidden Creek Industries (“Hidden Creek”), Onex Corporation (“Onex”), J2R Corporation (“J2R”) and certain others for the purpose of acquiring certain operating divisions from the Wickes Manufacturing Company (“Wickes”).

Onex is a publicly owned holding company based in Canada. Hidden Creek was a private industrial management partnership comprised of Onex and J2R and was based in Minneapolis, Minnesota. Hidden Creek has provided certain strategic, financial and acquisition services to us since our inception. Onex, J2R and the principals of Hidden Creek divested their remaining Class B common stock in 2004 and are no longer affiliated with us.

Historically, our growth has come from acquisitions. Since inception, our growth through acquisition included acquiring the following businesses:


Name	Acquisition Date
Alkin Co.		1994
Pollone S.A.		1996
Rockwell Light Vehicle Systems France S.A.		1996
KPI Automotive Group		1996
VOFA Group		1997
GT Automotive Systems, Inc.		1997
Thixotech Inc.		1997
REOM Industries		1997
Universal Tool and Stamping Co., Inc.		1998
Trident Automotive PLC		1998
Hinge Business of Tower Automotive, Inc.		1998
Excel Industries, Inc. (“Excel”)		1999
Adwest Automotive PLC		1999
Metallifacture Limited		1999
Seat Adjusting Business of Meritor Automotive, Inc.		1999
Jack Division of Ausco Products, Inc.		2000
Bowden TSK		2000
Reiche GmbH & Co. KG Automotive Components (“Reiche”)		2000
Creation Group of Heywood Williams Group PLC (“Creation Group”)		2003

Through the integration of acquired companies, we have identified certain businesses as non-core and divested them as appropriate. Today all of these acquired businesses have been fully integrated and are managed as one company.

On August 27, 2007, we completed the sale of our Atwood Mobile Products segment. No continuing business relationship exists between this former division and the Company. The divestiture is part of Dura’s evaluation of strategic alternatives for certain select operations.

In addition to acquisitions, we have also entered into strategic alliances and joint ventures that complement our core business. The following is a list of significant ventures:


	Date of Dura		Dura ownership
Joint Venture	Investment		%
Dura Vehicle Components Co., Ltd.		1999		90	%
Dura Ganxiang Automotive Systems (Shanghai) Co., Ltd.		2005		55	%
Duratronics GmbH		2005		50	%

Products

We are a leading independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry.

Although a portion of our products are sold directly to OEMs as finished components, we use most of our 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.

A brief summary of each of our principal product categories is set forth below:


Product Category		Description
Driver Control Systems		Adjustable and traditional pedal systems, electronic throttle controls, parking brake systems, cable systems, hybrid electronic and traditional gear shift systems, instrument panel beams

Seating Control Systems		2, 4, 6 and 8-way power and manual seat adjusters, first, second and third row applications, complete seat structures, seat recliner assemblies, electronic seating control modules

Glass Systems		Urethane and polyvinyl chloride (“PVC”) glass encapsulated windows, integrated liftgate modules, manual and power backlite windows, 1, 2 or 3-sided glass modules, drop-door glass, hidden hardware glass and integrated greenhouse systems

Door Systems and Modules		Aluminum and steel body-in-white door modules, door frames, glass run channels, guide rails, window lift systems, space frame body components, structural beams and cross members

Engineered Assemblies		Spare tire carriers, jacks and tool kit assemblies; hood, tailgate, and seat latch systems; hood, tailgate, and door hinge systems

Exterior Trim Systems		Roof and waist moldings, side frame trim, A, B & C-pillar cappings, body color trim and bright trim

Customers

In 2007, approximately 79% of total worldwide light vehicle production occurred outside of North America. We derive a significant amount of our revenue from sales to OEMs located outside of North America. In Europe, we supply products primarily to Volkswagen, GM, Ford, BMW, PSA (Peugeot and Citroën), Renault-Nissan, and Daimler.

The North American automotive industry is led by GM, Ford, Toyota and Chrysler. New domestic manufacturers accounted for approximately 37% of the market in 2007. In North America, we supply products primarily to Ford, GM, Chrysler, and Johnson Controls. We have also expanded our global presence through internal growth and increased penetration into certain existing customers.

Our automotive customers award contracts for a particular vehicle platform, which may include more than one car model. Such contracts range from one year to the life of the model, which is generally three to seven years, and do not require the customer to purchase a minimum number of parts. We also compete for new business to supply parts for successor models. Because we supply parts for a broad cross-section of both new and mature models, we endeavor to minimize our reliance on any particular model. We manufacture products for many of the most popular car, light truck, sports utility, crossover and multi-activity-vehicle models in North America and Europe.

Sales and Marketing

Our sales and marketing efforts are designed to create overall awareness of our engineering, design and manufacturing capabilities and provide us with the ability to be selected to supply our products to our OEM customers. Our sales and marketing staff work closely with our design and engineering personnel to prepare the materials used for bidding on new business as well as to provide a consistent interface between us and our key customers. Most of our 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. We currently have sales and marketing personnel located in every major region in which we operate. When deemed appropriate, we also participate in industry trade shows and advertise in industry publications.

Our sales distribution by geographic region for the years ended December 31, 2007, 2006 and 2005 is as follows:


	Years Ended December 31,
Region	2007			2006			2005
Europe		54	%		51	%		46	%
North America		40	%		44	%		50	%
Other		6	%		5	%		4	%

Total		100	%		100	%		100	%

Sales in the above table were assigned to applicable geographical region based upon where products are shipped from. Refer to Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition, included in this Form 10-K, for further discussion of geographical operations.

The following is a summary of our significant customers based on sales from continuing operations for 2007, 2006 and 2005:


	Years Ended December 31,
Customer	2007			2006			2005
Ford		27	%		26	%		23	%
Volkswagen		12	%		11	%		10	%
GM		9	%		11	%		12	%
Chrysler		9	%		9	%		9	%
Lear		2	%		7	%		12	%
BMW		6	%		5	%		4	%
All others		35	%		31	%		30	%

Total		100	%		100	%		100	%

Design and Engineering Support

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

We continuously expand the multi-geographic-flexibility of our product development and manufacturing capabilities to support our customer’s globalization plans. In doing so, we offer design, sales and manufacturing support near key customers in the major regions of the world.

Separate advanced technology groups have been established to maintain our position as a technology leader in our business segments. The advanced technology groups have developed many innovative features in our products, including many features that were developed in conjunction with our customers. We utilize computer aided designs (“CAD”) in the design process, which enables us to share data files with our customers via compatible systems during the design stage, thereby improving function, fit and performance within the total vehicle. We also utilize CAD links with our manufacturing engineers to enhance manufacturability and quality of the designs early in the development process.

We have over 600 pending and issued patents. Because of the size and diversity of our patent portfolio and our current product innovation activities, issued patents expire and new applications are filed on a regular basis. Although we believe that, taken together, the patents and patents pending are significant, the loss, failure to issue or expiration of any particular patent or patent pending, would not be material to us.

Manufacturing

We employ a number of different manufacturing processes. We utilize flexible manufacturing cells wherever possible in all manufacturing operations. Manufacturing cells are clusters of individual manufacturing operations and work stations grouped in a circular or rectangular 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 us to maintain our product output consistent with our customers’ requirements and reduce the level of inventory. We also pioneered and employ “Super-cell” configurations which locate primary capital equipment centrally among secondary assembly equipment, to reduce in-process inventory, improve quality, and reduce manufacturing costs.

We utilize 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. We encourage employee involvement in all aspects of our business and view such involvement as a key element in our success. We also aggressively pursue involvement from our suppliers, which is necessary to assure a consistent high quality and on time delivery of raw materials and components. Where practical, we utilize component suppliers in the design and prototype stages of the new product development to facilitate the most comprehensive, state-of-the-art designs available. We have made substantial investments in manufacturing technology and product design capability to support our products. This includes modern manufacturing equipment, fineblanking, sophisticated CAD systems and highly-trained engineering personnel. These advanced capabilities enable us to deliver superior product quality at globally competitive prices.

Assemblies such as jacks, parking brake levers, gear shifters and latches consist of between 5 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, staking and riveting the component parts. A large portion of the component parts are purchased from our outside suppliers. However, we manufacture many of our stampings, a process that consists of passing sheet metal through dies in a stamping press to form the metal into three-dimensional parts. We produce stamped parts using single-stage and progressive dies in presses, which range up to 800 tons. Through continuous improvement teams, which stress employee involvement, manufacturing processes are regularly upgraded to increase flexibility and efficiency; improve operating safety and quality; and minimize changeover times of the dies and fixtures.

Our seat systems, 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 die casting. 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. 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 friction 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.

Our glass 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 processes: Reaction Injection Molding (“RIM”) and High Pressure Injection Molding (“HPIM”). Both processes provide a “surround” to the glass panes that incorporates the styling, sealing and mechanical attachment features of the product. Our ability to utilize either process provides OEMs with the maximum advantage in terms of cost, styling imperatives and robustness. The glass panes used in the production of our glass systems are primarily purchased from outside suppliers.

Quality

The automotive industry has established a global quality management system requirement known as ISO/TS 16949:2002. This requirement was specifically designed by the automotive sector and is recognized by all automotive manufacturers worldwide. Independent auditors must register suppliers as ISO/TS 16949:2002 compliant, no later than December 31, 2006, as a condition of doing business with specific automotive customers. Third party registration can only be obtained by demonstrating continuous improvement in manufacturing capability and support processes. We have ISO/TS 16949:2002 registrations at over 95% of our global automotive facilities as of December 31, 2007.

Our facilities have been recognized by our customers over the last five years with various awards, such as the DaimlerChrysler Gold Award, recognition by DaimlerChrysler as a supporting role in the Blackbelt Project of the Year Award, Honda Quality and Delivery Performance Awards, Isuzu Quality Achievement Award, Lear Hall of Fame Award, Nissan Quality Master Award, Nummi Delivery Performance Award, PPG Delivery Award, Subaru Quality Achievement Award, Toyota Quality Performance Achievement and Volkswagen Premier Supplier Award. We have also received an “A” rating at Peugeot and Renault.

We maintain an environmental management system at our automotive manufacturing locations. The system meets the ISO 14001 standard and is registered by independent third party auditors. The environmental management system assists us in being a clean corporate citizen and provides a framework for managing environmental aspects.

Competition

We operate in a highly competitive environment in the automotive industry. We principally compete 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 the OEMs manufacture such models for the public. Once a supplier 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 our products include product quality and reliability, cost, timely delivery, technical expertise and development capability, new product innovation and customer service. The number of our competitors has decreased due to the supplier consolidation resulting from changing OEM policies. Some of our competitors have substantial size, scale and financial resources.

In addition, there is substantial and continuing pressure by the OEMs to reduce costs, including the cost of products purchased from outside suppliers such as ourselves. Over the last two years, we have not been able to adequately generate sufficient cost savings to offset these price concessions.

We are a leading independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules, exterior trim systems and appliances for the global automotive industry. Set forth below is a brief summary of our most significant competitors in the major product categories:

Driver Control Systems:

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

Parking Brakes. We are the leading producer of parking brakes in North America. Traditional parking brake competitors include Flex-N-Gate, Magna International Inc. (“Magna”), Ficosa, Otscon and Aisin Seiki. Competitors in the electronic parking brake market include Kuester, TRW and Siemens VDO.

Transmission Shifters. We are a leading producer of transmission shifters in North America. Major competitors include Grand Haven Stamped Products, Teleflex, and Tokai Rika. Our competitors in Europe include Lemforder, Teleflex, Ficosa, and Sila.

Pedal Systems. Our primary competitors in pedal systems include KSR, Drivesol, and Magna in North America.

Seating Control Systems:

Our primary competitors are the in-house operations of Lear, Intier (Magna), and JCI. In addition, independent competitors include Brose Fahrzeagteile Glaswerke GmbH & Co. (“Brose”), C. Rob Hammerstein GmbH & Co. KG, Fischer, Keiper Recaro GmbH & Co., and Faurecia

Glass Systems:

Our primary competitors in glass systems are Magna, Pilkington, PPG Inc., Guardian Industries, Inc. and Hehr International, Inc. in North America and Sekurit and Pilkington in Europe.

Engineered Assemblies:

Hood Latches. We are a leading producer of hood latches in North America. Our primary competitors include Magna, Aisen Seiki and Pyeong HWA.

Tire Carriers. We are a leading producer of tire carriers in North America. Our primary competitors are Flex-N-Gate, Mivrag Cold Forming Technology Ltd., Edscha and Fabco.

Door Systems and Modules:

In this product group, we compete 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, Delphi, ArvinMeritor, Magna, Matra, Wagon, Amerimax and Phillips and for window lift systems in North America, we compete with ArvinMeritor, Brose, Hi-Lex and Magna.

Exterior Trim Systems:

Our primary competitors in Europe for roof trim moldings, side frame trim, A, B, & C-pillar cappings and body color trim include WKW and Aries.

Distribution Methods

Our products are sold directly to OEM or Tier I suppliers. All aftermarket requirements are distributed through networks established by the OEMs.

Suppliers and Raw Materials

Our 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) aluminum in Body & Glass extruded components. We do not manufacture or sell primary glass. We primarily purchase hot and cold rolled, galvanized, organically coated and aluminized steel. In general, the wire we used is produced from steel with many of the same previously mentioned characteristics except that it has a higher carbon content. We utilize plastic resin to produce the protective coating for cables and transmission shifter components. We employ just-in-time manufacturing and sourcing systems enabling us to meet customer requirements for faster deliveries while minimizing our inventory levels. We do not carry inventories of raw materials or finished products in excess of those reasonably required to meet production and shipping schedules.

Overall, raw steel and purchased parts with steel content accounted for the most significant component of our raw materials costs in 2007. The significant increases in steel prices during the last few years has negatively impacted gross profit. To offset increasing steel costs, we continue to enter into shorter term (3-to-6 month) supply agreements with certain steel service centers. We believe we can continue to obtain short term supply agreements. These arrangements do not contain minimum purchase requirements. These relationships allow us to order precise quantities and types of steel for delivery on short notice, thereby resulting in lower inventory levels. In addition, we occasionally “spot buy” steel from service centers to meet customer demand, engineering changes or new part tool trials. We manage our raw material costs to mitigate the effect of rising steel prices on our results of operations. This strategy includes working with suppliers to minimize the overall impact of rising costs for raw materials and purchased parts through delaying the timing of any increase, selling steel waste and scrap at the highest possible price, increasing cost reduction programs throughout

the business, participating in customers’ steel resale programs and lastly, negotiating price relief from customers. Our results of operations will continue to be adversely affected by higher steel prices unless we are successful in passing along these increases to our customers or otherwise offset these increased raw material costs through other operating efficiencies. Where available, we use customers’ steel resale programs to minimize the effect of steel costs. We are currently on Ford’s resale program.

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

Product Warranty Matters

We face an inherent business risk of exposure to product liability and warranty claims in the event that our products fail to perform as expected and such failure of the products results, or is alleged to result, in bodily injury and/or property damage. We cannot assure that we will not experience any material warranty or product liability losses in the future or that we will not incur significant costs to defend such claims. In addition, if any of the products are, or are alleged to be, defective, we may be required to participate in a recall involving such products.

We carry insurance for certain legal matters including product liability; however, we do not carry insurance for recall matters, as the cost and availability for such insurance, in the opinion of management, is cost prohibitive or not available. We have established reserves for matters that are probable and estimable 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 current legal actions and claims that are incidental to our business will not have a material adverse impact on our consolidated financial position, results of operations, or cash flows; however, such matters are subject to many uncertainties, and the outcomes of individual matters are not predictable with assurance.

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 of the vehicle assembly functions, OEMs are increasingly looking to their suppliers for contribution when faced with product liability claims. A successful claim brought against us or a requirement to participate in a product recall may have a material adverse effect on our business. OEMs are also increasingly requiring their outside suppliers to guarantee or warrant their products and bear the costs of repair and replacement of such products under new vehicle warranties. Depending on the terms under which we supply products to an OEM, an OEM may hold us responsible for some or all of the repair or replacement costs of defective products under new vehicle warranties, when the product supplied does not perform as represented.

Environmental Matters

We are subject to the requirements of federal, state, local and foreign environmental and occupational health and safety laws and regulations. We devote resources to complying with these requirements and several of our facilities are certified in accordance with ISO 14001, the international environmental management standard. Nonetheless, there can be no assurance that we operate at all times in complete compliance with all such requirements. We could be subject to potentially significant fines and penalties for any noncompliance that may occur. Although we have made and will continue to make capital and other expenditures to comply with environmental requirements, we do not expect to incur material capital expenditures for environmental controls in 2008.

Some of our operations generate hazardous substances and some facilities have a history of manufacturing operations by prior operators. Like all manufacturers, if a release of hazardous substances occurs or has occurred at or from any current or former properties or at a location where we have disposed of wastes, we may be held liable for the contamination, and the amount of such liability could be material.

The Michigan Department of Environmental Quality (“MDEQ”) has investigated contamination at our facility in Mancelona, Michigan. The investigation stems from the discovery in the mid-1990s of trichloroethylene (“TCE”) in groundwater at the facility and offsite locations. We have not used TCE since we acquired the Mancelona facility, although TCE may have been used by prior operators. MDEQ has indicated that it does not consider us to be a responsible party for the contamination under the Michigan environmental statutes. We have been cooperating with the MDEQ, and have implemented MDEQ’s due care requirements with respect to the contamination. MDEQ installed a municipal drinking water system in the area. The facility is now closed. Management believes that there is no significant exposure related to this matter.

As part of a 1998 settlement relating to the Excel Main Street Well Field Site in Elkhart, Indiana, where TCE was detected in a municipal well field, we have settled the continuing payment obligation for operation and maintenance of a groundwater monitoring and treatment system near the well field. We have reached settlement with the United States Environmental protection Agency and the pending claim has been discharged. We are also completing cleanups at facilities in Einbeck, Germany and Rotenburg, Germany.

We have been named a potentially responsible party at several waste disposal sites, including the Himco Dump site in Elkhart County, Indiana and the Lake Calumet site in Cook County, Illinois. Although the environmental laws provide for joint and several liability at such sites, liability is typically allocated among the viable parties involved. We believe that we may have limited liability at some of these sites and have established reserves based on our estimates of the potential liability at the other sites, while we conclude discharge and settlement pursuant to our Plan of Reorganization and emergence.

We establish reserves for environmental liabilities when the liability is probable and the amount of the loss can be reasonably estimated. We cannot provide complete assurance, however, that our environmental liabilities will not materially exceed the current amount of our reserves.

Seasonality

Essentially all of our business is directly related to automotive OEM production, which has demonstrated seasonality and is highly cyclical and depends on general economic conditions, consumer spending and confidence. Any significant reduction in vehicle production by automotive OEMs would have a material adverse effect on our business.

Our business is moderately seasonal as our primary North American customers historically halt operations for approximately two weeks in July for vacations and model changeovers and our European customers generally reduce production during the month of August. Accordingly, third quarter results may reflect this cyclicality.

Employees

As of December 31, 2007, we employed approximately 4,700 people in North America, 7,460 in Europe and 1,420 in the other regions of the world. As of December 31, 2007, approximately 35% of our U.S. employees were unionized and a substantial number of our non U.S. employees are covered by Workers’ Council. In the U.S., we have collective bargaining agreements with several unions including: the United Auto Workers (“UAW”), the International Brotherhood of Teamsters, and the International Association of Machinists and Aerospace Workers. Virtually all of our unionized facilities in the U.S. have separate contracts. Each such contract has an expiration date independent of other labor contracts. The majority of our non U.S. employees are 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. The expiration of the above mentioned contracts ranges from 2008 to 2010 for our unionized facilities in the U.S. and expire annually for non U.S. facilities. Although we believe that our relationship with our union employees is generally good, there can be no assurance that we will be able to negotiate new agreements on favorable terms. In the event we are unsuccessful in negotiating new agreements, these facilities could be subject to work stoppages, which could have a material adverse effect on our operations.

Item 1A. Risk Factors

Our business is subject to a number of risks and uncertainties. You should carefully read and consider the risk factors set forth below.

The current financial condition of the automotive industry in the United States could have a negative impact on our ability to finance our operations.

Several of our key customers face significant business challenges due to increased competitive conditions and recent changes in consumer demand. In operating our business, we depend on the ability of our customers to timely pay the amounts we have billed them for tools and products. Any disruption in our customers’ ability to pay us in a timely manner because of financial difficulty or

otherwise would have a negative impact on our ability to finance our operations. In addition, because of the challenging conditions within the U.S. automotive industry, many automotive suppliers have filed for bankruptcy. In light of these conditions, our suppliers could impose restrictive payment terms on us that would have a negative impact on our ability to finance our operations.

Our results of operations and financial condition may be adversely affected by global economic and financial markets conditions.

Current global economic and financial markets conditions, including severe disruptions in the credit markets and the potential for a significant and prolonged global economic recession, may materially and adversely affect our results of operations and financial condition. These conditions may also materially impact our customers, suppliers and other parties with which we do business. Economic and financial market conditions that adversely affect our customers may cause them to terminate existing purchase orders or to reduce the volume of products they purchase from us in the future. In connection with the sale of products, we normally do not require collateral as security for customer receivables and do not purchase credit insurance. We may have significant balances owing from customers that operate in cyclical industries and under leveraged conditions that may impair the collectibility of those receivables. Failure to collect a significant portion of amounts due on those receivables could have a material adverse effect on our results of operations and financial condition. Adverse economic and financial markets conditions may also cause our suppliers to be unable to meet their commitments to us or may cause suppliers to make changes in the credit terms they extend to us, such as shortening the required payment period for outstanding accounts receivable or reducing the maximum amount of trade credit available to us. Changes of this type could significantly affect our liquidity and could have a material adverse effect on our results of operations and financial condition. If we are unable to successfully anticipate changing economic and financial markets conditions, we may be unable to effectively plan for and respond to those changes, and our business could be negatively affected.

We have a substantial amount of debt outstanding under our credit facilities and our credit agreements contain significant obligations and restrictions that could have a material adverse effect on our business.

As of September 30, 2008, approximately $19.8 million was outstanding under our credit facilities and we had approximately $32.8 million of additional borrowing availability under the facilities. Our credit facilities contain financial and other covenants that we are required to satisfy in order to continue to have access to financing under the agreements. Among other covenants, we are prohibited from paying dividends on our common stock [unless we are in compliance with certain financial tests.] We are also required to obtain the prior consent of our lenders before taking certain actions, such as selling material assets outside of the ordinary course of business, and are generally required to use the net proceeds from asset sales to repay our outstanding indebtedness. Our obligations to our lenders under our credit agreements are secured by substantially all of our assets and properties. If we violate any of the financial covenants under our credit agreements, including our obligation to make required principal or interest payments when due, our lenders would be permitted to accelerate our obligation to repay the indebtedness owed under our credit agreements and to take other actions, such as enforcing their security interest in our assets and properties. Any of these actions would be likely to have a material adverse effect on our business. In addition, if any of our lenders were to become unable to satisfy their obligations to us under our credit agreements as a result of adverse conditions affecting the banking industry or credit markets or other factors, it could have a material adverse effect on our results of operations and financial condition.

Our pension and OPEB expenses are affected by factors outside our control, including the performance of plan assets, interest rates, actuarial data and experience and changes in laws and regulations.

Subsequent to December 31, 2007, conditions in the worldwide debt and equity markets have deteriorated significantly. These conditions have had a negative effect on the fair value of Dura’s plan investments since December 31, 2007.

We may not accomplish the objectives of our restructuring initiatives and workforce realignments.

We announced a restructuring plan that we anticipate to continue in 2009. The restructuring plan is expected to impact over 50% of our worldwide operations either through product movement or facility closures. Costs associated with the restructuring plans are significant and relate to employee severance, capital investment, facility closure and product move costs.

As part of this initiative, we have identified certain key actions that must be accomplished to achieve our projected cost savings:

•

Our customers, as industry practice, must approve the movement of the production of their parts along with prequalifying (PPAP) of the production lines at the new production facilities;

	•		Our customers must agree that these cost reduction actions are being made to meet our previously agreed to price reduction commitments;

	•		The representatives of our affected employees must support the streamlining and moving of operations in a timely manner in order that we meet the cost reduction objectives in the planned time period; and

	•		We must execute this initiative in a reasonable time period.

In addition, we continue to appropriately align our indirect workforce with the current sales volumes. Any failure to obtain substantial completion of any of these restructuring plans may result in us not maintaining sufficient profitability.

We have identified material weaknesses in our internal controls.

Our management has concluded that our internal control over financial reporting was not effective as of December 31, 2007, as a result of several material weaknesses in our internal control over financial reporting. Descriptions of the material weaknesses are included in Item 9A, “Control and Procedures”, in this Form 10-K.

As a result of these material weaknesses, we performed additional work to obtain reasonable assurance regarding the reliability of our financial statements. However, the material weaknesses could result in a misstatement of substantially all accounts and disclosures, which would result in a material misstatement of annual or interim financial statements that would not be prevented or detected. Errors in our financial statements could require a restatement or prevent us from timely filing our periodic reports with the Securities and Exchange Commission (“SEC”). Additionally, ineffective internal control over financial reporting could cause investors to lose confidence in our reported financial information.

While we have taken and continue to take actions to remediate the material weaknesses, we cannot be certain that any remedial measures we have taken or plan to take will be effective in remedying all identified deficiencies in our internal control over financial reporting or result in the design, implementation and maintenance of adequate controls over our financial processes and reporting in the future. Our inability to remediate the material weaknesses or any additional material weaknesses that may be identified in the future could, among other things, cause us to fail to timely file our periodic reports with the SEC and require us to incur additional costs and divert management resources. Additionally, the effectiveness of our or any system of disclosure controls and procedures is subject to inherent limitations, and therefore we cannot be certain that our internal control over financial reporting or our disclosure controls and procedures will prevent or detect future errors or fraud in connection with our financial statements.

We are dependent on our largest customers and on selected vehicle programs.

We are dependent on Ford, Volkswagen, General Motors (GM) and Chrysler as our largest customers. Our revenues from Ford, Volkswagen, GM and Chrysler represented approximately 27%, 12%, 9% and 9%, respectively, of our revenues for 2007. The loss of Ford, Volkswagen, GM and Chrysler or any other significant customer could have a material adverse effect on us. The contracts we typically enter into with many of our customers, including Ford, Volkswagen, GM and Chrysler, provide for supplying the customers’ requirements for a particular model, rather than for manufacturing a specific quantity of products. Such contracts range from one year to the life of the platform or model, usually three to seven years, and do not require the purchase by the customer of any minimum number of parts. Therefore, the loss of any one of such customers or a significant reduction in demand for certain other key models or a group of related models sold by any of our major customers could have a material adverse effect on our existing and future revenues and net income. GM, Ford and Chrysler continue to lose market share in North America and, as a result, significantly reduced their

production volumes. From time to time, we are involved in product liability and pricing claims with certain of our significant customers. As a result of these claims, it is possible that our relationship with these customers could be adversely affected.

Our inability to compete effectively in the highly competitive automotive supply industry could result in the loss of customers, which could have an adverse effect on our revenues and operating results.

The automotive component supply industry is highly competitive. Some of our competitors are companies, or divisions or subsidiaries of companies that are larger and have greater financial and other resources than we do. In addition, with respect to certain of our products, we compete with divisions of our OEM customers. There can be no assurance that our products will be able to compete successfully with the products of these other companies, which could result in the loss of customers and, as a result, decreased revenues and profitability.

We principally compete for new business both at the beginning of the development of new models and upon the redesign of existing models by our major customers. New model development generally begins two to five years prior to the marketing of such models to the public. The failure to obtain new business on new models or to retain or increase business on redesigned existing models could adversely affect our business and financial results. In addition, as a result of the relatively long lead times required for many of our complex structural components, it may be difficult in the short-term for us to obtain new sales to replace any unexpected decline in the sale of existing products. We may incur significant expense in preparing to meet anticipated customer requirements which may not be recovered.

In the last three fiscal years, we have experienced declining gross margin, and we may not succeed in returning to historical gross margin levels.

Our gross margin has declined in each of the last three fiscal years. These declines were a result of a number of factors including declines in North American OEMs automotive production levels from previous levels resulting in lower fixed cost absorption, and increased raw material costs that could not be passed along fully to our customers. We cannot assure you that our gross margin will improve or return to prior historical levels, and that any further reduction in customer demand for the products that we supply would not have a further adverse effect on our gross margin. A lack of improvement in our future gross margin levels would harm our financial condition and adversely impact our business.

If we are unable to obtain our raw materials at favorable prices, it could adversely impact our financial condition.

Numerous raw materials are used in the manufacture of our products. Our principal raw materials include (1) coil steel and resin in mechanism production, (2) metal wire and resin in cable production and (3) glass in window systems. The types of steel we purchase include hot and cold rolled, galvanized, organically coated and aluminized steel. Overall, steel accounted for the most significant component of our raw material costs. Steel prices have been volatile over the last few years. Additionally, the prices of aluminum and resin have substantially increased. These raw materials cost increases have negatively impacted our gross profit. To the extent we are not able to fully pass on increased steel and other raw material costs to our customers in a timely fashion or otherwise able to offset these increased operating costs, our business, results of operations and financial condition will continue to be adversely affected. Moreover, we may be materially and adversely affected by the failure of our suppliers to perform as expected.

Our gross margin and profitability will be adversely affected by the inability to reduce costs or increase prices.

There is substantial continuing pressure from the major OEMs to reduce costs, including the cost of products purchased from outside suppliers. In addition, our business has a substantial fixed cost base. Therefore, our profitability is dependent, in part, on our ability to spread fixed production costs over increasing product sales. If we are unable to generate sufficient production cost savings in the future to offset price reductions and any reduction in consumer demand for automobiles resulting in decreased sales, our gross margin and profitability would be adversely affected. In addition, our customers often times require engineering, design or production changes. In some circumstances, we may not be able to achieve price increases in amounts sufficient to cover the costs of these changes.

Cyclicality and seasonality in the automotive and specialty vehicle markets could adversely affect our revenues and net income.

The automotive and specialty vehicle markets are highly cyclical and both markets are dependent on general economic conditions and other factors, including consumer spending preferences and the attractiveness of incentives offered by OEMs, if any. In addition, automotive production and sales can be affected by labor relations issues, regulatory requirements, trade agreements and other factors.

Economic factors adversely affecting automotive production and consumer spending could adversely impact our revenues and net income. The volume of automotive production in North America, Europe and the rest of the world has fluctuated, sometimes significantly, from year to year, and such fluctuations give rise to fluctuations in demand for our products. The weakness in the North American OEMs automotive market has adversely affected our operating results in 2007, and the weakness is expected to continue for some time. In addition, because we have significant fixed production costs, relatively modest declines in our customers’ production levels can have a significant adverse impact on our profitability. Our business is also somewhat seasonal. We typically experience decreased revenues and operating income during the third calendar quarter of each year due to the impact of scheduled OEM plant shutdowns in July and August for vacations and new model changeovers.

We may incur restructuring and asset impairment charges that would reduce our earnings.

During the last several years, we have evaluated our worldwide manufacturing capacity utilization and opportunities for cost savings in light of conditions in the North American and European automotive vehicle market. As a result of these evaluations, we have taken several actions including closing certain facilities, combining facilities, reducing and consolidating certain support activities and disposing of certain business units. We have recorded significant restructuring charges related to our current restructuring plans. Our reported earnings will be reduced in the event we incur additional charges in the future as a result of the current and any additional restructuring activities undertaken by us.

We are subject to certain risks associated with our foreign operations that could harm our revenues and profitability.

We have operations in Europe, Asia and Latin America. Certain risks are inherent in international operations, including:

	•		difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;

	•		foreign customers may have longer payment cycles than customers in the United States;

	•		tax rates in certain foreign countries may exceed those in the United States and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions;

	•		currency fluctuations and devaluations;

	•		general economic conditions, political unrest and terrorist attacks against American interests in countries where we operate may have an adverse effect on our operations in those countries;

	•		exposure to possible expropriation or other governmental actions;

	•		difficulties associated with managing a large organization spread throughout various countries; and

	•		required compliance with a variety of foreign laws and regulations.

As we continue to expand our business globally, our success will be dependent, in part, on our ability to anticipate and effectively manage these and other risks. We cannot assure you that these and other factors will not have a material adverse effect on our international operations or our business, results of operations and financial condition as a whole.

Currency exchange rate fluctuations could have an adverse effect on our revenues and financial results.

We generate a significant portion of our revenues and incur a significant portion of our expenses in currencies other than U.S. dollars. To the extent that we are unable to match revenues received in foreign currencies with costs paid in the same currency, exchange rate fluctuations in any such currency could have an adverse effect on our revenues and financial results. During times of a strengthening U.S. dollar, our reported sales and earnings from our international operations will be reduced because the applicable local currency will be translated into fewer U.S. dollars. The strengthening of the foreign currencies in relation to the U.S. dollar had a positive impact on our 2007 revenues.

Our business may be disrupted significantly by work stoppages and other labor matters.

Many OEMs and their suppliers have unionized work forces. Work stoppages or slow-downs experienced by OEMs or their suppliers could result in slow-downs or closures of assembly plants where our products are included in assembled vehicles. In the event that one or more of our customers experience a material work stoppage, such work stoppage could have a material adverse effect on our business.

Our business is labor intensive and utilizes a large number of unionized employees. As of December 31, 2007, approximately 35% of our U.S. employees were unionized and a substantial number of our non U.S. employees are covered by Workers’ Councils. In the U.S., we have collective bargaining agreements with several unions including: the United Auto Workers, the International Brotherhood of Teamsters and the International Association of Machinists and Aerospace Workers. Virtually all of our unionized facilities in the U.S. have separate contracts. Each such contract has an expiration date independent of other labor contracts. The majority of our non U.S. employees are 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. The expiration of the above mentioned contracts ranges from 2008 to 2010 for our unionized facilities in the U.S. and expire annually for non U.S. facilities. Although we believe that our relationship with our union employees is generally good, there can be no assurance that we will be able to negotiate new agreements on favorable terms. In the event we are unsuccessful in negotiating new agreements, these facilities could be subject to work stoppages, which could have a material adverse effect on our operations.

Our operating results may be adversely affected by environmental, health and safety requirements.

We are required to comply with federal, state, local and foreign laws and regulations governing the protection of the environment and occupational health and safety, including laws regulating the generation, storage, handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into soil, air or water; and the health and safety of our colleagues. We are also required to obtain and comply with environmental permits for certain operations. We cannot assure you that we are at all times in complete compliance with such laws, regulations and permits. If we violate or fail to comply with the requirements, we could be fined or otherwise sanctioned by regulators. In some instances, such a fine or sanction could be material. In addition, we have made and will continue to make capital and other expenditures to comply with environmental requirements. Environmental requirements may become more stringent over time and we cannot assure you that we will not incur material environmental costs or liabilities in the future.

We are also subject to laws requiring the cleanup of contaminated property. Under these laws, we could be held liable for costs and damages relating to contamination at our past or present facilities and at third-party sites to which these facilities sent wastes. If a release of hazardous substances occurs at or from any of our current or former facilities or another location where we have disposed of wastes, we may be held liable for the contamination, and the amount of such liability could be material. We are currently conducting a cleanup of contamination at certain facilities in Germany. We are monitoring environmental contamination at certain facilities in North America. We have established accounting reserves for these contamination liabilities, but we cannot assure you that our liabilities will not exceed our reserves.

We may be adversely affected by product liability exposure claims.

We face an inherent business risk of exposure to product liability claims in the event that the failure of our products to perform to specifications results, or is alleged to result, in property damage, bodily injury and/or death. We cannot assure you that we will not incur significant costs to defend these claims or that we will not experience any material product liability losses in the future. In addition, if any Dura-designed products are, or are alleged to be defective, we 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. We cannot assure you that the future costs associated with providing product warranties will not be material. A successful product liability claim brought against us in excess of available insurance coverage or a requirement to participate in any product recall may have a material adverse effect on our results of operations or financial condition. In addition, OEMs are also increasingly requiring their outside suppliers to guarantee or warrant their products and bear the costs of repair and replacement of such products under new vehicle warranties. Depending on the terms under which we supply products to an OEM, an OEM may hold us responsible for some or all of the repair or replacement costs of defective products under new vehicle warranties, when the product supplied did not perform as represented.

We carry insurance for certain legal matters including product liability; however, we do not carry insurance for warranty or recall matters, as the cost and availability for such insurance, in the opinion of management, is cost prohibitive or not available. We have established reserves for matters that are probable and estimable in amounts management believes are adequate to cover reasonable adverse judgments not covered by insurance; however, we cannot assure you that these reserves will be adequate to cover all warranty matters that could possibly arise. The outcome of the various legal actions and claims that are discussed above or other legal actions and claims that are incidental to our business may have a material adverse impact on our consolidated financial position, results of operations or cash flows.

Technological and regulatory changes may adversely affect us.

Changes in legislative, regulatory or industry requirements or competitive technologies may render certain of our products obsolete. Our ability to anticipate changes in technology and regulatory standards and to develop and introduce new and enhanced products successfully on a timely basis will be a significant factor in our ability to grow and to remain competitive. We cannot assure you that we will be able to achieve the technological advances that may be necessary for us to remain competitive or that certain of our products will not become obsolete. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure of products to operate properly.

To service our trade creditors and meet our other liquidity needs, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments to our trade creditors and to fund planned capital expenditures and other working capital requirements will depend on our ability to generate cash from our operations, and from any sale of operations, in the future. We did not generate sufficient cash from operations in 2007 to fund our operations. This condition, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our trade creditors and to fund our other liquidity needs.

Our Class A Common Stock is not listed on any securities exchange or the Nasdaq Stock Market and a liquid trading market for our shares does not exist.

Our Class A Common Stock is not listed on any securities exchange or the Nasdaq Stock Market. Our Class A Common Stock is traded over the counter on pink sheets. Accordingly, no liquid trading market exists for our Class A Common Stock. We do not currently meet the initial listing standards of the principal United States securities exchanges or the Nasdaq Stock Market, and there can be no assurance that we will be able to meet these standards in the future. In addition, even if we are able to meet these initial listing standards and obtain a listing for our Class A Common Stock on a securities exchange or the Nasdaq Stock Market, there can be no assurance that an active trading market for our Class A Common Stock will arise or that our Class A Common Stock will continue to meet the standards for continued listing.

The Series A Preferred Stock that we have issued may adversely affect the rights of the common stockholders and holders of our Series A Preferred Stock can exert significant control over Dura.

Our Series A Preferred Stock contains several rights that may adversely affect the rights of the common stockholders of Dura and holders of our Series A Preferred Stock can exert significant control over Dura. For example, the Series A Preferred Stock accrues dividends at a rate of 20% per year, compounded semi-annually, provides a preference in payment of dividends, redemption and liquidation over the Class A Common Stock and will, upon conversion, have all of the rights of our Class A Common Stock. Assuming that (i) no portion of the liquidation preference has been prepaid, (ii) no redemptions have taken place and (iii) no shares of Series A Preferred Stock have been issued to management under any equity incentive plan, the shares of the Series A Preferred Stock will convert into 94% of our Class A Common Stock on the third anniversary of the effective date of our emergence from bankruptcy.

In addition, the Series A Preferred Stock has equal voting rights and votes together as a single class with the Class A Common Stock on an as-converted basis. The Series A Preferred Stock also has separate class voting rights with respect to certain activities of Dura. For instance, the affirmative vote of the holders of a majority of the outstanding Series A Preferred Stock is required for Dura to (or permit a subsidiary to):

	•		declare or pay dividends on a class or series of capital stock (other than on the Series A Preferred Stock);

	•		redeem, purchase or otherwise acquire capital stock or other equity securities;

	•		issue securities having dividend rights or a liquidation preference equal or senior to the Series A Preferred Stock;

	•		authorize, issue or reclassify any equity securities into notes or debt securities containing equity features;

	•		merge or consolidate with an entity, or sell more than 25% of Dura’s assets, if the holders would not receive a consideration equal to the liquidation preference; and

	•		liquidate or dissolve Dura.

Additionally, the affirmative vote of the holders of not less than 85% of the then-outstanding Series A Preferred Stock, voting as a separate class is required for Dura or any of its subsidiaries to:

	•		become subject to an agreement or instrument that would restrict Dura’s performance of its obligations under the Certificate of Designations of the Series A Preferred Stock; or

	•		enter into or modify agreements with officers, directors, employers or affiliates or persons or entities related thereto.

Pacificor, LLC and its affiliates own approximately 38% of the voting power of Dura

As of June 27, 2008, Pacificor, LLC and its affiliates beneficially owned, in the aggregate, shares of Series A Preferred Stock and Class A Common Stock representing approximately 38% of the combined voting power of Dura. As a result, Pacificor may be able to influence the outcome of all matters submitted to our stockholders for approval, regardless of the preferences of the minority stockholders.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our world headquarters is located in Rochester Hills, Michigan. We lease this facility under two separate business leases, which aggregate approximately 100,000 square feet. A portion of one of the leased facilities is used for product development activities.

We believe that the productive capacity and utilization of our facilities is sufficient to allow us to conduct our operations in accordance with our business strategy. All of our United States and European owned facilities are subject to liens under our credit agreements.

We have manufacturing and product development facilities located in the U.S. Brazil, China, Czech Republic, France, Germany, Mexico, Portugal, Romania, Slovakia, Spain and the UK. We also have a presence in India, Japan, and Korea through sales offices, alliances or technical licenses.

Our manufacturing facilities have a combined square footage in excess of 6.9 million; approximately 81% of which is owned and approximately 19% is leased. Of the 6.9 million square feet, 1.8 million square feet pertain to facilities currently being offered for sale.

In some cases, several of our manufacturing sites, technical centers and/or product development centers and sales activity offices are located at a single multi-purpose site.

We believe that substantially all of our property and equipment is in good condition and that we have sufficient capacity to meet our current manufacturing needs. Utilization of our facilities varies with automotive production volumes and general economic conditions.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

Effective November 8, 2006, our Class A common stock was delisted from the Nasdaq Global Market (“Nasdaq”) as a result of our filing for protection under the Bankruptcy Code on October 30, 2006. As of December 31, 2007, our Class A common stock was traded over-the-counter on pink sheet, under the symbol DRRAQ.PK. 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, for the periods through November 7, 2006, and pink sheet thereafter.


	Low		High
2007:
First Quarter	$	0.29	$	0.49
Second Quarter		0.29		0.57
Third Quarter		0.06		0.41
Fourth Quarter		0.02		0.08

2006:
First Quarter	$	1.95	$	2.68
Second Quarter		1.72		2.98
Third Quarter		0.26		1.96
Fourth Quarter		0.22		0.52

As of the Effective Date, all of our previously outstanding shares of Class A common stock were cancelled for no consideration pursuant to the terms of the Confirmed Plan.

We have not declared or paid any dividends on our common stock in the past and do not anticipate paying dividends in the foreseeable future. In addition, our credit agreement includes certain negative covenants that prohibit the payment of dividends by the Company. Refer to Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition – “Liquidity and Capital Resources.”

We did not repurchase any of our equity securities during the period covered by this report.

As of December 31, 2007, there were approximately 18,904,222 shares of Class A common stock

Item 6. Selected Financial Data

The following selected financial data reflects the results of operations and balance sheet data for the years ended 2003 to 2007. Prior period amounts have been restated for discontinued operations. The data below should be read in conjunction with, and is qualified by reference to Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition and the consolidated financial statements and notes thereto included elsewhere in this Annual Report. The financial information presented may not be indicative of our future performance.

In October 2006, the Debtors filed voluntary petitions for reorganization relief under chapter 11 of the Bankruptcy Code. The Debtors have continued to operate their businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. Dura’s non-U.S and non-Canadian subsidiaries were not included in the filings, continue their business operations without supervision from the U.S. courts and are not subject to the requirements of the Bankruptcy Code.


	Years Ended December 31,
	2007			2006			2005			2004			2003
	(Dollars in thousands, except per share data)
Income Statement Data⁽²⁾:
Sales, net	$	1,894,696		$	1,759,168		$	1,935,273		$	2,111,517		$	2,113,887
Depreciation and amortization		75,237			73,606			72,704			75,433			70,434
Operating income (loss) ⁽³⁾		(328,948	)		(762,696	)		60,469			79,431			98,748
Income (loss) from continuing operations ⁽¹⁾		(444,884	)		(930,366	)		(17,073	)		(5,878	)		8,778
Net income (loss)		(472,802	)		(910,657	)		1,814			11,723			22,338
Basic earnings per share from continuing operations		(23.53	)		(49.31	)		(0.91	)		(0.32	)		0.48
Diluted earnings per share from continuing operations		(23.53	)		(49.31	)		(0.91	)		(0.31	)		0.47
Balance Sheet Data⁽²⁾:
Working capital	$	82,863		$	182,709		$	183,151		$	261,196		$	244,543
Long-term debt		3,373			2,596			1,139,952			1,213,964			1,157,099
Capital expenditures		66,818			83,429			61,109			60,403			62,460
Property, plant, and equipment, net		411,884			434,951			415,938			441,330			439,344
Goodwill ⁽³⁾		—			184,321			775,781			876,909			928,957
Total assets		1,049,494			1,454,841			2,075,209			2,223,291			2,115,432
Liabilities subject to compromise ⁽¹⁾		1,306,779			1,335,083			—			—			—
Stockholders’ investment (deficit)		(920,045	)		(503,327	)		339,707			407,491			330,587


⁽¹⁾		As a result of the Chapter 11 Filings, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. In accordance with SOP 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code (“SOP 90-7”), we are required to segregate and disclose all prepetition liabilities that are subject to compromise. The decrease in liabilities subject to compromise as of December 31, 2007 is primarily due to payments made on prepetition accounts payable. Refer to Note 6. Debt and Note 2. Significant Accounting Policies, Liabilities Subject to Compromise to the consolidated financial statements. In accordance with SOP 90-7, which requires the recognition of certain transactions directly related to the reorganization as reorganization expense in the statement of operations, we recorded reorganization expense of $57.6 million and $25.3 million in 2007 and 2006, respectively. We also incurred $10.5 million of prepetition professional fees in 2006, directly related to our reorganization. In addition, during the fourth quarter of 2005, we retired, through open market purchases, our Senior Subordinated Notes, resulting in a gain from early extinguishment of debt of $14.8 million.

⁽²⁾		Certain prior year amounts have been reclassified to reflect the sale of the Atwood Mobile Products segment in 2007 that is required to be reported as a discontinued operation under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), as described in Note 3 to the consolidated financial statements.

⁽³⁾		Facility consolidation, goodwill and asset impairment, and other charges totaled $258.1 million and $684.2 million for the years ended December 31, 2007 and 2006, respectively, and totaled $10.9 million, $12.3 million and $9.2 million for the years ended December 31, 2005, 2004 and 2003 respectively. The $258.1 million charge in 2007 consisted primarily of goodwill impairment of $184.5 million, asset impairments of $36.0 million, severance and benefit related costs of $27.6 million and facility closure and other exit activity costs of $10.0 million. The $684.2 million charge in 2006 consisted primarily of goodwill impairment of $636.9 million, asset impairments of $20.1 million, severance and benefit related costs of $23.1 million and facility costs and other exit activity costs of $4.1 million. Refer to Note 2. Significant Accounting Policies, Goodwill and Other Assets to the consolidated financial statements.

Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition

This Report, as well as other statements made by the Company may contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, that reflect, when made, the Company’s current views with respect to current events and financial performance. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: (i) the ability of the Company to successfully implement all post-emergence aspects of the Plan as confirmed; (ii) the ability of the

Company to manage liquidity needs and operate subject to the terms of its financing facilities; (iii) the potential adverse impact of the Chapter 11 cases on the Company’s liquidity or results of operations; (iv) the ability of the Company to maintain contracts that are critical to its operations; (v) the ability of the Company to execute its business plans and strategy, and to do so in a timely fashion; (vi) financial results that may be volatile and may not reflect historical trends; (vii) the ability of the Company to attract, motivate and/or retain key executives and associates; (viii) the Company’s ability to obtain and maintain normal terms with vendors and service providers; (ix) the Company’s ability to avoid or continue to operate during a strike, or partial work stoppage or slow down by any of its unionized employees or unionized employees of any of its significant customers; (x) general economic or business conditions affecting the automotive industry either nationally or regionally, being less favorable than expected; (xi) increased competition in the automotive components supply market; (xii) continued production cuts and capacity reductions by domestic North American vehicle manufacturers; (xiii) product liability, warranty and recall claims and efforts by customers to alter terms and conditions concerning warranty and recall participation; and (xiv) strengthening of the U.S. dollar and other foreign currency exchange rate fluctuations. Other risk factors have been listed from time to time in the Company’s Securities and Exchange Commission reports, including but not limited to the Annual Report on Form 10-K for the year ended December 31, 2007, and will be listed from time to time in the Company’s Securities and Exchange Commission reports.

Ultimately, results may differ materially from those in forward-looking statements as a result of various factors including, but not limited to those items listed under Part I. Item 1A. Risk Factors.

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

Overview

Our results in 2007 have been adversely impacted by a number of factors, including lower North American production volumes by the Big 3 domestic OEMs (GM, Ford, and Chrysler), resulting in excess manufacturing capacity, continued customer pricing pressures, increases in our raw material costs, significant interest expense, and higher professional fees related directly with chapter 11. Lower production volume was attributable to decreased demand for pickups and SUVs in light of record high gasoline prices in the United States during this period.

Our production costs were adversely affected by significant increases in our raw material costs, including steel, aluminum and resin, as well as underutilized capacity. Rising steel costs in 2007 had a particularly negative impact on our operating results. We are actively working to mitigate the adverse impact of increased steel costs by joining our customers’ steel resale programs, wherever possible.

Our filing for chapter 11 in 2006 resulted in having no credit terms with our significant vendors in North America, which has gradually improved in 2007 and enabled us to obtain improved credit terms with our vendors. Further, there was no significant impact on operations, as the Company continued its operations in the normal course of business, as a debtor in possession. No significant changes in our relationships with our customers were recognized as a result of our filing for chapter 11. In 2007, we continued paying significant amounts related to reorganization and pre-petition liabilities, which significantly impacted our cash situation.

We intend to continue to implement our operational restructuring plans. Although we believe we have made significant progress in implementing our plan, our operating results do not reflect these changes and we expect to see the impact of these changes in our near-term operating results.

We expect adverse automotive industry conditions to continue for some time to come. In addition, current global economic and financial markets conditions, including severe disruptions in the credit markets and the potential for a significant and prolonged global economic recession, may materially and adversely affect our results of operations and financial condition. These conditions may also materially impact our customers, suppliers and other parties with which we do business.

Economic and financial market conditions that adversely affect our customers may cause them to terminate existing purchase orders or to reduce the volume of products they purchase from us in the future. In connection with the sale of products, we normally do not require collateral as security for customer receivables and do not purchase credit insurance. We may have significant balances owing from customers that operate in cyclical industries and under leveraged conditions that may impair the collectibility of those receivables. Failure to collect a significant portion of amounts due on those receivables could have a material adverse effect on our results of operations and financial condition.

Adverse economic and financial markets conditions may also cause our suppliers to be unable to meet their commitments to us or may cause suppliers to make changes in the credit terms they extend to us, such as shortening the required payment period for outstanding accounts receivable or reducing the maximum amount of trade credit available to us. Changes of this type could significantly affect our liquidity and could have a material adverse effect on our results of operations and financial condition. If we are unable to successfully anticipate changing economic and financial markets conditions, we may be unable to effectively plan for and respond to those changes, and our business could be negatively affected.

Bankruptcy Filing

In 2007, our U.S. operation was operating pursuant to chapter 11 under the Bankruptcy Code. On the Effective Date, the Debtors satisfied, or otherwise obtained a waiver of, each of the conditions precedent to the effective date specified in Article VIII of the Confirmed Plan, dated May 12, 2008, as confirmed by the Confirmation Order of the United States Bankruptcy Court entered on May 13, 2008.

Recently Issued Accounting Pronouncements

Refer to Note 2 to the consolidated financial statements for a complete description of recent accounting standards which we have not yet been required to implement and may be applicable to our operation, as well as those significant accounting standards that have been adopted during 2007.

Significant Accounting Policies and Critical Accounting Estimates

Our significant accounting policies are described in Note 2 to our consolidated financial statements. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate.

We consider an accounting estimate to be critical if:

•		It requires us to make assumptions about matters that were uncertain at the time we were making the estimate, and

•		Changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations.

Revenue Recognition and Sales Commitments:

We recognize revenue when certain persuasive evidence of an arrangement exists, which is primarily when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable and the collectibility of revenue is reasonably assured. We enter into agreements with our customers at the beginning of a given vehicle’s life to produce products. Once such agreements are entered into by us, fulfillment of the customers’ purchasing requirements is our obligation for the entire production life of the vehicle, with terms of up to seven years, and we generally have no provisions to terminate such contracts.

The allowance for doubtful accounts is established based on an analysis of trade receivables for known collectibility issues and the aging of trade receivables at the end of each period. The allowance for doubtful accounts was $6.8 million and $6.2 million at December 31, 2007 and 2006, respectively. In addition, if we enter into retroactive price adjustments with our customers, these reductions to revenue are recorded when they are determined to be probable and estimable.

Accrued Liabilities and Other Long-Term Liabilities

Warranty Obligations — Estimating warranty obligations requires us to forecast the resolution of existing claims on products sold. We base our estimate on our current understanding of the status of existing claims and discussions with our customers. The key factors which impact our estimates are (i) the stated or implied warranty; (2) vehicle manufacturer (“VM”) source; (3) VM policy decisions regarding warranty claims; and (4) VMs seeking to hold suppliers responsible for product warranties.

Environmental Remediation Liabilities — We are required to estimate the cost of remediating known environmental issues. We established our liability on the assessment of key factors which impact our estimates, including (1) identification of environmental risk; (2) preparation of remediation alternatives; (3) assessment of probabilities of performing the remediation alternatives; and (4) environmental studies.

Pension and Other Postretirement Benefits

We use actuarial estimates and related actuarial methods to calculate our obligation and expense. We are required to select certain actuarial assumptions, as more fully described in Note 9. Employee Benefit Plans to the consolidated financial statements. Our assumptions are determined based on current market conditions, historical information and consultation with and input from our actuaries and asset managers. The key factors which impact our estimates are (1) discount rates; (2) asset return assumptions; (3) actuarial assumptions such as retirement age and mortality; and (4) health care inflation rates.

Valuation of Long-lived Assets, and Expected Useful Lives

We are required to review the recoverability of certain of our long-lived assets based on projections of anticipated future cash flows, including future profitability assessments of various manufacturing sites. We estimate cash flows and fair value using internal budgets based on recent sales data, independent automotive production volume estimates and customer commitments and review of appraisals. The key factors which impact our estimates are (1) future production estimates; (2) customer preferences and decisions; (3) product pricing; (4) manufacturing and material cost estimates; and (5) product life / business retention.

Deferred Tax Assets

We are required to estimate whether recoverability of our deferred tax assets is more likely than not. We use historical and projected future operating results, based upon approved business plans, including a review of the eligible carryforward period, tax planning opportunities and other relevant considerations. The key factors which impact our estimates are (1) variances in future projected profitability, including by taxable entity; (2) tax attributes; and (3) tax planning alternatives.

Liabilities Subject to Compromise

In accordance with SOP 90-7, we are required to segregate and disclose all prepetition liabilities that are subject to compromise. Liabilities subject to compromise should be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. Unsecured liabilities of the Debtors, other than those specifically approved for payment by the Court, have been classified as liabilities subject to compromise. Liabilities subject to compromise are adjusted for changes in estimates and settlements of prepetition obligations. The key factors which impact our estimates are (1) court actions; (2) further developments with respect to disputed claims; (3) determinations of the secured status of certain claims; and (4) the values of any collateral securing such claims.

In addition, there are other items within our financial statements that require estimation, but are not as critical as those discussed above. These include the allowance for doubtful accounts receivable and reserves for excess and obsolete inventory. Although not significant in recent years, changes in estimates used in these and other items could have a significant effect on our consolidated financial statements.

Results of Operations

The following management’s discussion and analysis of financial condition and results of operations (MD&A) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2007.


	Years Ended December 31,
				%						%						%
(In thousands of dollars)	2007			of Revenues			2006			of Revenues			2005			of Revenues

Revenues	$	1,894,696			100	%	$	1,759,168			100	%	$	1,935,273			100	%
Cost of sales		1,827,786			96	%		1,696,546			96	%		1,719,195			89	%

Gross profit		66,910			4	%		62,622			4	%		216,078			11	%
Selling, general and administrative expenses		137,606			7	%		130,477			7	%		144,480			7	%
Prepetition professional fees		—			0	%		10,455			1	%		—			0	%
Facility consolidation, goodwill and asset impairment, and other charges		258,100			14	%		684,164			39	%		10,877			1	%
Amortization expense		152			0	%		222			0	%		252			0	%

Operating income (loss)		(328,948	)		-17	%		(762,696	)		-43	%		60,469			3	%
Interest expense, net of interest income		49,040			3	%		101,692			6	%		99,980			5	%
Gain on early extinguishment of debt, net		—			0	%		—			0	%		(14,805	)		-1	%

Loss from continuing operations before reorganization items, income taxes and minority interest		(377,988	)		-20	%		(864,388	)		-49	%		(24,706	)		-1	%
Reorganization items		57,643			3	%		25,315			1	%		—			0	%
Provision (benefit) for income taxes		8,826			0	%		40,231			2	%		(7,810	)		0	%
Minority interest in non-wholly owned subsidiaries		427			0	%		432			0	%		177			0	%

Loss from continuing operations		(444,884	)		-23	%		(930,366	)		-53	%		(17,073	)		-1	%
Income (loss) from discontinued operations, net		(27,918	)		-1	%		18,689			1	%		18,887			1	%
Cumulative effect of change in accounting principle		—			0	%		1,020			0	%		—			0	%

Net income (loss)	$	(472,802	)		-25	%	$	(910,657	)		-52	%	$	1,814			0	%

Geographical revenues and operating income (loss) analysis:


	Revenues						Operating Income (Loss)
					Years Ended December 31
(In thousands of dollars)	2007		2006		2005		2007			2006			2005
North America	$	757,434	$	765,180	$	975,908	$	(295,052	)	$	(275,671	)	$	32,003
Europe		1,030,877		905,658		888,074		(37,412	)		(459,921	)		27,725
Other foreign countries		106,385		88,330		71,291		3,516			(27,104	)		741

Total	$	1,894,696	$	1,759,168	$	1,935,273	$	(328,948	)	$	(762,696	)	$	60,469

Results of Operations — For the year ended December 31, 2007 versus December 31, 2006

Revenues. Total revenues increased $136 million from $1,759 million in 2006 to $1,895 million in 2007. Revenues in Europe accounted for the majority of the increase in sales, which were partially offset by decreased sales in North America. The primary driver of the increase of our 2007 sales was the favorable foreign exchange impact of $97 million due to the strengthening of the Euro as compared to the U.S. dollar. In addition, increased sales resulted from certain price increases, favorable product mix, and additional volume related to new product launches and the ramp-up of the existing programs. However, these increases were partially offset by the impacts of plants closures and decreases in our North American vehicle production from three of our larger customers (GM, Ford, and Chrysler). The largest decrease in Big 3 vehicle production came in pickups and SUVs, in light of record high gasoline prices in the United States during this period. Our net new business, in North America, declined significantly in 2007 and 2006, primarily as a result of this production volume decline and Lear insourcing the seat adjusters on the GMT 800/GMT 900 program. We continue to face increased pricing pressure from our OEM customers as they attempted to lower their production costs due to industry conditions.

Cost of Sales. Cost of sales increased $131 million to $1,828 million in 2007 from $1,697 million in 2006. Cost of sales as a percentage of revenue remained consistent at 96% in 2007 as compared to 2006. The increase in cost of sales was primarily due to approximately $87 million of unfavorable foreign currency exchanges, higher sales volumes, $14 million of increased raw material costs (including steel, aluminum, resin, and others), as well as $6.5 million of increases in freight costs and by excess production capacity. Under utilization of production capacity as a result of lower customer production volumes has also negatively impacted our

gross profit in 2007. We intend to continue to implement our operational restructuring plans to reduce our production capacity and to move production to our best-in-cost facilities. In addition, during the first quarter of 2007, we booked certain one-time charges related to $8.5 million of additional vacation obligations under SFAS 43, and $1.7 million of third party workers compensation fees, which were partially offset by a certain favorable adjustment of $5.8 million related to the reversal of the environmental reserve, and $0.8 million related to reduced depreciation expenses.

Selling, General, and Administrative (SG&A). SG&A expenses was $138 million, or 7% of revenue, in 2007, compared to $130 million, or 7% of revenue, for 2006. In 2007, $38 million of expenses was associated with professional fees related to certain infrastructure, audits, tax, shared services improvements, and other expenses, versus $28 million incurred in 2006. Further, the increased SG&A expenses in 2007 related to an additional $3.0 million of legal accrual booked to cover certain pending litigation as per SFAS 5. The increase in SG&A expenses in 2007 was partially offset by cost reduction benefits from restructuring efforts initiated in 2006 and early 2007.

Facility Consolidation, Goodwill and Asset Impairment, and Other Charges. Facility consolidation, goodwill and asset impairment, and other charges decreased $426 million in 2007 to $258 million when compared to 2006. The primary driver of the decrease is a $185 million goodwill impairment charge for the Body and Glass reporting unit in 2007, versus a $637 million goodwill impairment charge for the Control Systems reporting unit in 2006. These costs are associated with our ongoing cost reduction and capacity utilization efforts to improve our cost structure. Costs associated with these actions include employee termination benefits, asset impairment charges and other incremental costs, including equipment and personnel relocation costs. These costs are reflected as facility consolidation, goodwill and asset impairment, and other charges in the consolidated statement of operations and were accounted for in accordance with SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits (“SFAS 88”); SFAS No. 112, Employers’ Accounting for Post Employment Benefits (“SFAS 112”); SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”); SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”); and SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS 146”).

We are engaged in various operational restructuring plans designed to enhance performance optimization, improve worldwide efficiency and financial results, and better align our workforce with our current revenue level. The restructuring plan impacted over 50% of our worldwide operations either through product movement or facility closures. We expect this action to continue in 2009. Actual savings in 2007 were approximately $26.9 million, and expected savings in 2008, and beyond ranges between $77 million to $82 million per year.

Interest Expense — Interest expense of $49 million for the year ended December 31, 2007 decreased $53 million as compared to $102 million in 2006 due to the fact that we ceased the recording of interest expense on liabilities subject to compromise when we entered into bankruptcy in October 2006, in accordance with Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code (“SOP 90-7”). We continued to record and pay interest on the Second Lien Term Loan in accordance with the Final DIP Order and we continued to record interest expense on our DIP credit facilities.

Reorganization Expense. SOP 90-7 requires the recognition of certain transactions directly related to the reorganization as reorganization expense in the statement of operations. The Debtors’ reorganization expense of $58 million for 2007 consisted of full year of professional fees directly related to reorganization compared to $25 million in 2006 for only two months worth of fees and losses as we filed for chapter 11 in October 2006. In 2006, we recognized a loss on the termination of interest rate swaps of $12.2 million resulting from our entering Bankruptcy which was reported in reorganization items. We had outstanding interest rate swaps in the notional amount of $400 million that effectively converted the interest on our Senior Notes to a variable rate prior to filing for bankruptcy protection. As a result of filing for chapter 11 under the Bankruptcy Code on October 30, 2006, these interest rate swaps were terminated. Accordingly, in November 2006, we settled these outstanding interest rate swap contracts with a liability of $12.2 million. This termination resulted in the unwinding of the hedge and resulted in a charge to income in November 2006 for this amount. In addition, we incurred $10.5 million of prepetition professional fees in 2006 directly related to our reorganization, which we reported as a separate line item in the statement of operations.

Loss from Discontinued Operations. In 2007, we recognized net loss from discontinued operations of $28 million as compared to a gain of $19 million in 2006. In 2007, the $28 million loss primarily related to the write off of the Atwood goodwill amount of $74 million recognized, as part of the sale of Atwood. On August 15, 2007, the Bankruptcy Court approved the sale of the Atwood Mobile Products business segment to Atwood Acquisition Co. LLC (the “Buyer”) for an aggregate cash consideration of $160.2 million. On August 27, 2007, the Atwood sale closed, and the proceeds of the sale were used to pay down a portion of the funds owed under the DIP Term Loan and the DIP Revolver. As per the settlement agreement and mutual release between the Debtors and the

Buyer dated March 28, 2008, the purchase price had been subsequently reduced by $7.5 million based on changes in working capital as defined in the asset purchase agreement. On September 25, 2006, we completed the sale of Dura Automotive Systems Köhler GmbH to an entity controlled by Hannover Finanz GmbH, headquartered in Hannover, Germany. The sale agreement was executed on September 22, 2006, subject to the transfers of funds which occurred on September 25, 2006. The Company received approximately $18.5 million in net cash consideration for the sale. No continuing business relationship exists between this former subsidiary and the Company. In accordance with SFAS No. 144, the Dura Automotive Systems Köhler GmbH operating results and the gain on the sale have been shown as discontinued operations for all periods presented in the accompanying consolidated financial statements. The sale resulted in a gain of $7.6 million in 2006. The remaining discontinued losses represent period expenses associated with previous years’ exit activities of discontinued operations. See Note 3. Discontinued Operations, to our consolidated financial statements, for additional discussion.

Income Taxes. During our 2006 evaluation of deferred tax assets, we concluded, during the second quarter, that the current relevant negative evidence was more pervasive than in prior periods and indicated we would more likely than not, not realize our U.S. deferred tax assets. Accordingly, we provided, and have continued to provide, a full valuation allowance against all applicable U.S. deferred tax assets in 2007 and 2006.

The effective income tax rates for 2007 and 2006 differ from the U.S. federal statutory rate primarily as a result of lower foreign tax rates, the effects of state taxes, the provision of valuation allowances on losses in U.S. and certain foreign jurisdictions, and the adjustment to tax contingency reserves based upon specific events occurring during the periods. The effective rates for 2007 and 2006 were higher than 2005, primarily due to the valuation allowance against U.S. deferred income taxes recognized in 2007 and 2006.

Geographical Results of Operations

For detailed information regarding our U.S. and foreign operations, see the Consolidating Guarantor and Non-Guarantor Financial Information set forth in Note 12 to the consolidated financial statements contained in Item 8 of this Form 10-K. The Non-Guarantor companies’ financial information principally represents our foreign operations.

Our results of operations by geographic region are impacted by various geographic factors including vehicle production volumes, foreign exchange and general economic conditions.

We sell our products to every major North American, European and Asian automotive OEM. We have manufacturing and product development facilities located in the United States, Brazil, China, Czech Republic, France, Germany, Mexico, Portugal, Romania, Slovakia, Spain and the United Kingdom. We also have a presence in India, Japan and Korea through sales office, alliances or technical licenses.

The North American region continued to experience declining production volumes in 2007 and 2006, principally by the Big 3 domestic OEMs, which include GM, Ford, and Chrysler. The largest decrease in Big 3 vehicle production came in pickups and SUVs, in light of record high gasoline prices in the United States during this period. The U.S. net new business declined significantly in 2007 and 2006, primarily as a result of this production volume decline and Lear insourcing the seat adjusters on the GMT 800/GMT 900 program. Additionally, we faced increased pricing pressure from our OEM customers as they attempted to lower their production costs due to industry conditions.

Our foreign business has been increasing as a percentage of total revenue due to the strengthening of foreign currencies in relation to the U.S. dollar and lower North American automotive production volumes. Foreign currency positively impacted revenue by $97 million during 2007. Sales in the North American region represented 40% and 44% of consolidated sales in 2007 and 2006, respectively.

Results of Operations — For the year ended December 31, 2006 versus December 31, 2005

Revenue. Total revenue decreased $176 million to $1,759 million in 2006 from $1,935 million in 2005. We continued to experience declining production volumes in 2006, principally by the Big 3 domestic OEMs, which include GM, Ford, and Chrysler. The largest decrease in Big 3 vehicle production came in pickups and SUVs, in light of record high gasoline prices in the United States during this period. Our net new business declined significantly in 2006 and 2005, primarily as a result of this production volume decline and Lear insourcing the seat adjusters on the GMT 800/GMT 900 program. Additionally, we faced increased pricing pressure from our OEM customers as they attempted to lower their production costs due to industry conditions.

In 2006, we reduced some of our selling prices early in the year as steel costs declined temporarily from the 2005 level. Due to pricing pressure from the OEMs, we were not able to readjust our 2006 selling prices for this reduction when steel costs increased. We were able to partially pass through increased steel costs to our customers in 2005, which favorably impacted our revenue.

In addition to the volume reductions, revenue in 2006 was negatively affected by an unfavorable product mix as certain of our customers and larger programs experienced a downturn as compared to the broader industry. Our European region did not experience the same level of production volume decline as our North American region for the periods presented.

Our significant foreign denominated operations were favorably impacted by the overall currency strengthening against the U.S. dollar in 2006 and 2005. This favorable exchange rate change resulted in increased U.S. dollar revenues of approximately $20.0 million in 2006.

We believe the future price of gasoline and interest rates will have the greatest impact on our OEM customers’ future requirements for our products. Over 40% of our revenue is derived from product sales associated with the U.S. Big 3 automakers platforms throughout the world. We are currently heavily dependent on their future requirements for our products.

Cost of Sales. Cost of sales decreased $23 million to $1,696 million in 2006 from $1,719 million in 2005. Our production costs were adversely affected by significant increases in our raw material costs, including steel, aluminum and resin, increases in freight costs, and by excess production capacity. Cost of sales as a percentage of revenue increased to 96% in 2006 from 89% in 2005.

Continuing rising steel costs in 2006 had a particularly adverse impact on our operating results, as compared to 2005. In certain cases, our product prices were adjusted downward in early 2006 as a result of the lower steel prices at that time. This price reduction negatively impacted our 2006 results, as steel prices rose during the remainder of the year. In order to mitigate the adverse impact of increased steel costs, we joined our customers’ steel resale programs, wherever possible.

Freight costs increased in 2006 as a result of higher fuel costs that freight carriers passed along to their customers.

Under utilization of production capacity as a result of lower customer production volumes severely impacted our gross profit in 2006. We intend to continue to implement our operational restructuring plans to reduce our production capacity and to move production to our best-in-cost facilities. Although we believe we have made significant progress in implementing our plan, our operating results do not reflect these changes and we expect to see the impact of these changes in our near-term operating results. In response to current industry conditions, we continue to reduce our worldwide workforce to better align our direct and indirect costs with our existing revenue level.

Selling, General, and Administrative (SG&A). SG&A expenses decreased $14 million to $130 million in 2006 from $144 million in 2005 and remained consistent as percentage of revenue in both 2006 and 2005. Our goal continues to be to consolidate certain SG&A functions and streamline others to result in reduced future costs.

Total SG&A expenses decreased in 2006 as compared to 2005 due to decreases in selling expenses as we began to bring the level of this effort in line with our reduced revenue base and decreases in engineering expense as we reduced our new product development efforts, offset by a slight increase in general and administrative costs associated mainly with the efforts to centralize certain administrative functions.

In addition, in 2006, a total amount of $10.5 million of professional fees directly related to our reorganization efforts was incurred prior to our filing for Bankruptcy protection on October 30, 2006.

Facility Consolidation, Goodwill and Asset Impairment, and Other Charges. As a part of our ongoing cost reduction and capacity utilization efforts, we have taken numerous actions to improve our cost structure. Costs associated with these actions include employee termination benefits, asset impairment charges and other incremental costs, including equipment and personnel relocation costs. These costs are reflected as facility consolidation, goodwill and asset impairment, and other charges in the consolidated statement of operations and were accounted for in accordance with SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits (“SFAS 88”); SFAS No. 112, Employers’ Accounting for Post Employment Benefits (“SFAS 112”); SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”); SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”); and SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS 146”).

In connection with the streamlining of operations during 2006, we recorded facility consolidation, goodwill and asset impairment, and other charges of $684 million. This charge consisted of severance and benefit related costs of $23 million, assets impairments of $651 million ($637 million of goodwill impairment for our Control Systems reporting unit, $11 million for fixed asset impairments and $3 million for other impairments), $6 million adjustment to our 2001 recorded loss on the sale of our former plastic business due to the financial inability of the purchaser to meet their obligations under a note we took as partial payment for the sale, $2 million of curtailment charges relating to pension and facility closure, and other exit activity costs of $2 million.

Interest Expense — Interest expense of $102 million for the year ended December 31, 2006 increased $2 million as compared to $100 million in 2005 due to higher average interest rates on LIBOR based borrowings, increased borrowings during 2006 and due to the absence of the interest rate swaps loss of $10.8 million that was recognized in 2005.

The recording of interest expense on liabilities subject to compromise ceased in most cases when we entered into bankruptcy in October 2006. We continued to record and pay interest on the Second Lien Term Loan in accordance with the Final DIP Order. We have accounted for the following 2006 interest expense related transactions in accordance with SOP 90-7:

•		We did not recognize approximately $15.0 million of contractual interest expense on liabilities subject to comprise after our filing for bankruptcy on October 30, 2006;

•		The loss on the termination of interest rate swaps amounted to $12.2 million resulting from our entering bankruptcy has been recognized in reorganization items. We had outstanding interest rate swaps in the notional amount of $400.0 million that effectively converts the interest on our Senior Notes to a variable rate prior to filing for bankruptcy protection. As a result of filing for chapter 11 under the Bankruptcy Code on October 30, 2006, these interest rate swaps were terminated. Accordingly in November 2006, we were requested to, and did settle these outstanding interest rate swap contracts with a liability of $12.2 million. This termination resulted in the unwinding of the hedge and resulted in a charge to income in November 2006 for this amount; and

•		We ceased amortization of a deferred gain on termination of an interest rate swap from 2005 as a result of the filing for Bankruptcy (in 2006, we recognized a $1.4 million reduction to interest expense for this gain, compared with $1.1 million in 2005).

Gain on Early Extinguishment of Debt. During the fourth quarter of 2005, we retired, through open market purchases, our Senior Subordinated Notes with an approximate face value of $49.4 million, resulting in a net pretax gain of $18.2 million after the write-off of $0.4 million of associated deferred debt issuance costs. This gain is offset by a loss on early extinguishment of debt in the amount of $3.3 million, after the write-off in the second quarter of 2005 relating to debt issuance costs associated with the cancellation of our 2003 credit agreement as we entered into new credit facilities in May 2005.


	For the period from
	October 30, 2006 to
	December 31, 2006
Professional and other fees directly related to reorganization, excluding prepetition fees	$	11,041
Loss on termination of interest rate swap		12,185
Prepetition debt issue costs write-off		2,089

	$	25,315

We incurred $10.5 million of prepetition professional fees in 2006 directly related to our reorganization, which we reported as a separate line item in the statement of operations.

Gain from Discontinued Operations. On September 25, 2006, we completed the sale of Dura Automotive Systems Köhler GmbH to an entity controlled by Hannover Finanz GmbH, headquartered in Hannover, Germany. The sale agreement was executed on September 22, 2006, subject to the transfers of funds which occurred on September 25, 2006. The Company received approximately $18.5 million in net cash consideration for the sale. No continuing business relationship exists between this former subsidiary and the

Company. In accordance with SFAS No. 144, the Dura Automotive Systems Köhler GmbH operating results and the gain on the sale have been shown as discontinued operations for all periods presented in the accompanying consolidated financial statements. The sale resulted in a gain of $7.6 million in 2006. The remaining discontinued losses represent period expenses associated with previous years’ exit activities of discontinued operations.

A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Significant judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. During our second quarter of 2006, we recorded a valuation allowance of $90.8 million against U.S. deferred tax assets recorded as of December 31, 2005. Additionally, an approximate $118.4 million valuation adjustment was provided for against potential U.S. deferred taxes associated with the U.S. tax losses incurred in 2006. We have also provided an approximate $7.2 million valuation adjustment for foreign operating losses incurred in 2006. The valuation allowance is based on our review of all available positive and negative evidence, including our past and future performance in the jurisdictions in which we operate, the market environment in which we operate, the utilization of tax attributes in the past, the length of carryback and carryforward periods in jurisdictions and evaluation of potential tax planning strategies. Management continued to believe there is overwhelming negative evidence that the related deferred tax assets would not be realized. Prior to July 2, 2006, management had concluded that the positive evidence outweighed the negative evidence. In the event that actual results differ from these estimates or we adjust these estimates in future periods, the effects of these adjustments could materially impact our financial position and results of operations. The net current and noncurrent deferred tax liability as of December 31, 2006 was $3.0 million. This reflects a reduction of the deferred liability (which is entirely related to the timing difference of deductible goodwill) of $31.8 million as a result of the tax benefit on a portion of the goodwill impairment charge recorded.

To the extent we recognize or can reasonably support the future realization of these U.S. deferred taxes assets, the valuation allowance will be adjusted accordingly.

The effective income tax rates for 2006 and 2005 differ from the U.S. federal statutory rate primarily as a result of lower foreign tax rates, the effects of state taxes, the provision of valuation allowances on losses in U.S. and certain foreign jurisdictions, and the adjustment to tax contingency reserves based upon specific events occurring during the periods. The effective rates for 2006 were higher than 2005, primarily due to the valuation allowance against U.S. deferred income taxes recognized in 2006.

Geographical Results of Operations

Our results of operations by geographic region are impacted by various geographic factors including vehicle production volumes, foreign exchange and general economic conditions.

The North American region continued to experience declining production volumes in 2006, principally by the Big 3 domestic OEMs, which include GM, Ford, and Chrysler. The largest decrease in Big 3 vehicle production came in pickups and SUVs, in light of record high gasoline prices in the United States during this period. The U.S. net new business declined significantly in 2006, primarily as a result of this production volume decline and Lear insourcing the seat adjusters on the GMT 800/GMT 900 program. Additionally, we faced increased pricing pressure from our OEM customers as they attempted to lower their production costs due to industry conditions, resulting in increased operating losses for 2006 as compared to 2005.

Our foreign business has been increasing as a percentage of total revenue due to the strengthening of foreign currencies in relation to the U.S. dollar and lower North American automotive production volumes. Foreign currency positively impacted revenue during 2006. Sales in the North American region represented 44% and 50% of consolidated sales in 2006 and 2005, respectively.

Quarterly Results of Operations and Seasonality

We typically experience decreased revenues and operating income during the third calendar quarter of each year due to production shutdowns at OEMs for model changeovers and vacations.

Effects of Inflation

General inflation can impact material purchases, labor and other costs. In many cases, we have limited ability to pass through inflation-related cost increases due to the competitive nature of the markets that we serve. In the past few years, other than material costs, inflation has not been a significant factor.

Liquidity and Capital Resources

The following should be read in conjunction with Note 6. Debt to the consolidated financial statements, included in this Form 10-K.

Due to the chapter 11 filings, outstanding prepetition long-term debt of the Debtors has been reclassified to the caption Liabilities Subject to Compromise (refer to Note 2. Significant Accounting Policies, Liabilities Subject to Compromise to the consolidated financial statements) on the consolidated balance sheet as of December 31, 2007 and 2006.

The following is a summary of long-term debt at December 31, 2007 and 2006, including current maturities, and unsecured long-term debt included in liabilities subject to compromise (in thousands):


	December 31
	2007					2006
	Subject to					Subject to
	Compromise			Debt		Compromise			Debt
Debtors—In—Possession (“DIP”) Credit Agreements
Second lien term loan	$	—		$	104,414	$	—		$	165,000
Revolving credit facility		—			33,069		—			—
Prepetition Credit Agreement:
Second lien term loan		225,000			—		225,000			—
Senior unsecured notes		400,000			—		400,000			—
Senior subordinated notes		533,858			—		532,872			—
Convertible trust preferred securities		55,250			—		55,250			—
Deferred gain on interest rate swap, net		8,976			—		8,976			—
Debt issue costs, net		(15,527	)		—		(15,527	)		—
Accounts receivable factoring		—			7,586		—			—
Other		—			5,262		—			7,275

		1,207,557			150,331		1,206,571			172,275
Less — Current maturities		—			146,958		—			169,679

	$	1,207,557		$	3,373	$	1,206,571		$	2,596

Pursuant to the requirements of SOP 90-7 as of the chapter 11 filing (October 30, 2006), debt issue costs related to prepetition debt are no longer being amortized and have been included as an adjustment to the net carrying value of the related prepetition debt.

In accordance with the Court-approved first day motion, the Company continues to accrue and pay the interest on its Second Lien Term Loan whose principal balance is subject to compromise. Interest on unsecured prepetition debt, other than the Second Lien Term Loan, has not been accrued as provided for under the U.S. Bankruptcy Code and the requirements of SOP 90-7.

Debtors-In-Possession (“DIP”) Financing

In connection with the chapter 11 filings, the Debtors entered into a Senior Secured Super-Priority Debtors In Possession Term Loan and Guaranty Agreement, dated as of October 31, 2006, by and among Dura Operating Corp. (“DOC”), as Borrower, the Company and certain subsidiaries of the Company and DOC, as Guarantors, Goldman Sachs Credit Partners L.P., as Administrative Agent and Collateral Agent, Goldman Sachs Credit Partners L.P., as Sole Bookrunner, Joint Lead Arranger and Syndication Agent, and Barclays Capital (the investment banking division of Barclays Bank, PLC), as Joint Lead Arranger and Documentation Agent, and each of the Lenders party thereto (the “Term Loan DIP Agreement”). The Bankruptcy Court gave interim approval to borrow $50 million under this agreement. Additionally, the Debtors also entered into a Senior Secured Super-Priority Debtors In Possession Revolving Credit and Guaranty Agreement, by and among DOC, as Borrower, the Company and certain subsidiaries of the Company and DOC, as Guarantors, General Electric Capital Corporation, as Administrative Agent and Collateral Agent, Goldman Sachs Credit Partners L.P., as Sole Bookrunner, Joint Lead Arranger and Syndication Agent, and Barclays Capital (the investment banking division of Barclays Bank, PLC), as Joint Lead Arranger and Documentation Agent, and each of the Lenders party thereto (the “Revolving DIP Agreement” and together with the Term Loan DIP Agreement, the “DIP Credit Agreements”). The Bankruptcy Court approved the full DIP Credit Agreements of $300 million on November 30, 2006.

The Term Loan DIP Agreement provides for up to $165 million term loan and up to a $20 million pre-funded synthetic letter of credit facility and the Revolving DIP Agreement will provide for an asset based revolving credit facility for up to $115 million, subject to borrowing base and availability terms, with a $5 million sublimit for letters of credit. The total amount available for borrowing under the Revolving DIP Agreement at December 31, 2007 was $14.9 million. Borrowings under the DIP Credit Agreement will be used to repay outstanding amounts and support outstanding letters of credit under DOC’s existing asset based revolving credit facility, terminated interest rate swaps liabilities, payment of certain adequate protection payments, professionals’ fees, transaction costs, fees and expenses incurred in connection with the DIP Credit Agreements, other prepetition expenses, to provide working capital and for other general corporate purposes. Obligations under the DIP Credit Agreements are secured by a lien on the assets of the Debtors (which lien will have first priority with respect to many of the Debtors’ assets) and by a superpriority administrative expense claim in each of the Cases. The DIP Term Loan is fully funded, with a balance of $165 million as of December 31, 2006 and $104.4 million as of December 31, 2007.

In May 2007, the Debtors negotiated with their senior secured postpetition lenders (the “Postpetition Lenders”) to amend certain covenants in the DIP Credit Agreements (the “DIP Amendments”) in an effort to stabilize and enhance their liquidity position during the process of negotiating a chapter 11 plan of reorganization. The DIP Amendments adjust the applicable covenants in the DIP Credit Agreements to: (a) reduce the Debtors’ minimum monthly EBITDA performance targets for a temporary four-month period from May 2007 through August 2007; (b) combine the baskets for the Debtors’ European and other foreign affiliates (the “Non-Guarantors”) receivables factoring and sale-leaseback transactions; (c) permit the issuance of Non-Guarantor letters of credit up to $5 million; and (d) permit the Debtors to return up to $1.45 million in funds received from one of their Brazilian subsidiaries. Although no defaults are projected under the salient terms of the DIP Credit Agreements, the DIP Amendments are a proactive measure to ensure a stable environment as the Debtors prepare to exit chapter 11.

In consideration for the negotiated covenant relief, the DIP Amendments provide for an aggregate fee of up to $300,000 to be paid to the Postpetition Lenders if all Postpetition Lenders provide timely support for the DIP Amendments. On June 28, 2007, the Bankruptcy Court entered an order authorizing and approving the DIP Amendments.

The DIP Credit Agreements bear interest as follows: (a) in the case of borrowings under the Revolving DIP Agreement, at the Borrower’s option, (i) at the Base Rate plus 0.75% per annum or (ii) at the reserve adjusted LIBOR Rate plus 1.75% per annum; and (b) in the case of borrowings under the Term Loan DIP Agreement, at the Borrower’s option, (i) at the Base Rate plus 2.25% per annum or (ii) at the reserve adjusted LIBOR Rate plus 3.25% per annum. In addition, the DIP Credit Agreements obligate the Debtors to pay certain fees to the Lenders, as described in the DIP Credit Agreements. The interest rate used under the Revolving DIP Agreement was 8% (Base Rate of 7.25% plus 0.75% per annum) and the interest rate used under the Term Loan DIP Agreement was 8.38% (LIBOR Rate of 5.13% plus 3.25% per annum) for the year ended December 31, 2007.

The DIP Credit Agreements contain various representations, warranties, and covenants by the Debtors that are customary for transactions of this nature, including (without limitation) reporting requirements and maintenance of financial covenants.

Agreements or the conversion of any of the chapter 11 filings to a case under chapter 7 of the Bankruptcy Code or the appointment of a trustee pursuant to chapter 11 of the Bankruptcy Code.

The DIP Credit Agreements mature on the earlier of (i) December 31, 2007; (ii) the effective date of a plan of reorganization in the Cases or (iii) termination of the commitment or acceleration of the loans as a result of an Event of Default.

On December 28, 2007, the Company received the necessary consents from its lenders to amend the terms of the existing Revolving DIP Credit Agreement and the Term Loan DIP Credit Agreement to, among other things, (i) extend their final maturity dates from December 31, 2007 to January 31, 2008, (ii) restrict outstanding borrowings under the Revolving DIP Credit Agreement to a maximum amount of $48 million, (iii) waive the minimum EBITDA covenant under the Revolving DIP Credit Agreement during January 2008 and extend the capital expenditure covenant set forth in the Term Loan DIP Credit Agreement, (iv) incorporate a new minimum excess availability covenant in the Revolving DIP Credit Agreement and (v) increase the interest rate set forth in the Term Loan DIP Credit Agreement by 2.00%.

On January 30, 2008, the Debtors entered into a (i) Senior Secured Super-Priority Debtor In Possession Term Loan and Guaranty Agreement by and among DOC, as Borrower, the Company and certain domestic subsidiaries of the Company and Dura Operating Company (“DOC”), as Guarantors, Ableco Finance LLC, as Administrative Agent and Collateral Agent, Ableco Finance LLC, as Sole Bookrunner, Lead Arranger, Documentation Agent and Syndication Agent, Bank of America, N.A., as Issuing Bank, and each of the Lenders party thereto (the “New Term Loan DIP Agreement”) and (ii) Amendment No. 5 to Revolving DIP Credit Agreement (the “Revolver Amendment”), by and among DOC, as Borrower, the Company, certain domestic subsidiaries of the Company and DOC, General Electric Capital Corporation, as Administrative Agent, Barclays Capital, the investment banking division of Barclays Bank PLC, as Joint Lead Arranger and Documentation Agent, and Bank of America, N.A., as Issuing Bank. The Bankruptcy Court approved the New Term Loan DIP Agreement and the Revolver Amendment on January 30, 2008.

The New Term Loan DIP Agreement provided for a $150 million term loan and $20 million pre-funded synthetic letter of credit facility. Borrowings under the New Term Loan DIP Credit Agreement were used to repay outstanding amounts under DOC’s existing Term Loan DIP Credit Agreement, fees and expenses incurred in connection with the New Term Loan DIP Agreement and to repay outstanding revolving loans under the Revolving DIP Credit Agreement. Obligations under the New Term Loan DIP Agreement are secured by a lien on the assets of the Debtors (which lien will have first priority with respect to many of the Debtors’ assets) and by a superpriority administrative expense claim in each of the Chapter 11 cases.

Advances under the New Term Loan DIP Agreement will bear interest as follows: at the Borrower’s option, (i) at the Base Rate plus 7.0% per annum or (ii) at the reserve adjusted LIBOR Rate plus 10.00% per annum; provided, that (i) in no event shall (x) the Base Rate be less than 6.75% at any time or (y) the LIBOR Rate be less than 3.75% and (ii) accrued interest less 3% will be paid monthly. This remaining 3% interest shall be payable in kind. This accrued interest is currently reported under accrued expenses.

The New Term Loan DIP Agreement contains various representations, warranties, and covenants by the Debtors that are customary for transactions of this nature, including (without limitation) reporting requirements and maintenance of financial covenants (e.g., minimum consolidated adjusted EBITDA and budget compliance).

The Debtors’ obligations under the New Term Loan DIP Agreement may be accelerated following certain events of default, including (without limitation) any breach by the Debtors of any of the representations, warranties, or covenants made in the New Term Loan DIP Agreement or the conversion of any of the Cases to a case under Chapter 7 of the Bankruptcy Code or the appointment of a trustee pursuant to Chapter 11 of the Bankruptcy Code.

The New Term Loan DIP Agreement matures on the earlier of (i) the date which is 30 days following the date of entry of the interim order if the final order has not been entered by the Bankruptcy Court on or prior to such date, (ii) June 30, 2008, (iii) the substantial consummation of a plan of reorganization in the Cases, (iv) the sale of all or substantially all of the assets of the Debtors or (v) termination of the commitment or acceleration of the loans as a result of an Event of Default.

minimum excess availability requirement to $25 million subject to subsequent decreases to $20 million and $15 million upon compliance with certain conditions set forth in the Revolver Amendment and (viii) increase the interest rate set forth in the Revolving DIP Credit Agreement by .50%; provided that LIBOR Rate shall not be available to the Debtors during the remaining term of the Revolving DIP Credit Agreement.

Exit Financing

Senior Secured Revolving Credit Facility

On the Effective Date, New Dura, DOC (as the “Borrower”), and certain of their domestic subsidiaries (as “Guarantors”) entered into the Senior Secured Revolving Credit and Guaranty Agreement (the “Senior Secured Revolving Credit Facility”) with a syndicate of lenders, General Electric Capital Corporation as administrative agent and collateral agent, Wachovia Bank, National Association as syndication agent, and Bank of America, N.A. as issuing bank and documentation agent. The Senior Secured Revolving Credit Facility consists of a $110 million revolving loan facility for a term of four years, including a letter of credit subfacility of $25 million.

The outstanding principal balance under the Senior Secured Revolving Credit Facility shall initially bear interest, at DOC’s option, at a fluctuating rate equal to (a) the Base Rate (as defined in the Senior Secured Revolving Credit and Guaranty Agreement) plus 1.50% per annum, or (b) LIBOR plus 2.75% per annum. The applicable margins shall be subject to adjustment prospectively on a quarterly basis based on DOC’s average Excess Borrowing Availability (as defined in the Senior Secured Revolving Credit and Guaranty Agreement) for the fiscal quarter then ended; provided, that such adjustments shall not occur prior to delivery of the Borrower’s borrowing base certificate for the month ending December 31, 2008. The definitive documentation contains provisions regarding the delivery of financial statements, and the timing and mechanics of subsequent prospective adjustments to the applicable margins.

In addition, DOC must pay certain fees to the lenders under the Senior Secured Revolving Credit Facility, including (i) annual fees in the amount of $100,000 payable to the Agent; (ii) a closing fee of $2.2 million, representing 2% of the aggregate loan amount, to be allocated among the lenders proportionately based on their respective committed amounts of the $110 million; (iii) a monthly fee initially in an amount equal to 1.0% per year on the average unused daily balance of the Senior Secured Revolving Credit Facility (less any outstanding letters of credit), to be adjusted up or down prospectively on a quarterly basis based on DOC’s Excess Borrowing Availability (as defined in the Senior Secured Revolving Credit and Guaranty Agreement); (iv) monthly fees for all letters of credit, in an amount equal to the LIBOR margin on revolving loans on the outstanding face amount of all letter of credit; (v) a premium payment in an amount equal to the amount of the Senior Secured Revolving Credit Facility commitment reduced or terminated multiplied by 1.0% during the first two years following the agreement’s closing date and 0% thereafter, in the event that the Senior Secured Revolving Credit Facility is reduced or terminated prior to the second anniversary of the closing date; and (vi) all reasonable costs and expenses, including certain legal and auditing expenses and enforcement costs and expenses of the agent and lenders.

DOC is required to make prepayments promptly upon receipt thereof in the amount of 100% of the net cash proceeds of: (i) any sale or other disposition of assets of DOC or New Dura and any guarantor in excess of an amount to be mutually agreed and except for sales of inventory in the course of business and other dispositions of assets to be agreed; (ii) any sales or issuances of equity (subject to certain customary exceptions) or debt securities of New Dura, DOC or any of the guarantors and/or any other indebtedness for borrowed money incurred by DOC or any of the guarantors after the closing date (other than permitted issuances of equity and permitted amounts and types of indebtedness, each to be mutually agreed upon); and (iii) insurance proceeds and condemnation awards to the extent not reinvested in the business.

Lien Term Loan. All obligations under the Senior Secured Revolving Credit Facility are cross-collateralized with each other and with collateral provided by any subsidiary of DOC or any other guarantor.

Second Lien Credit Facility

On the Effective Date, New Dura, DOC (as Borrower) and certain of their domestic subsidiaries (as guarantors) entered into the Senior Secured Second Lien Credit and Guaranty Agreement (the “Second Lien Credit Facility”) with a syndicate of New Second Lien Lenders and Wilmington Trust Company as administrative agent and collateral agent. The Second Lien Credit Facility is a second lien term loan for a term of five years in a principal amount of $83.75 million issued with original issue discount (“OID”) of 20% of the principal amount. The relative rights of the Senior Secured Revolving Credit Facility and the Second Lien Credit Facility will be set forth in an intercreditor agreement (the “Intercreditor Agreement”) which will include provisions governing their respective collateral rights and obligations.

The outstanding principal balance under the Second Lien Credit Facility shall bear interest, at DOC’s election, at a rate per annum equal to (a) the ABR plus the Applicable Margin or (b) the Eurodollar Rate plus the Applicable Margin (each as defined in the Senior Secured Second Lien Credit Facility Agreement). Interest shall be payable in cash or, at the option of DOC, in kind such that all interest payments are added to the principal amount of the term loans under the Second Lien Credit Facility. In addition, DOC paid a funding fee of $8.375 million, representing 10% of the aggregate principal amount of the term loan commitments, (without taking into account any OID), which was allocated among the lenders pro rata in accordance with their respective commitments. The fee was paid by issuing 83,750 shares of New Series A Preferred Stock.

DOC will make mandatory prepayments as follows, to the extent that the Senior Secured Revolving Credit Facility has been repaid in full: (i) 100% of the net cash proceeds of any incurrence of debt (other than permitted debt) by the parties to the loans and their domestic subsidiaries; (ii) 100% of the net cash proceeds of any sale or disposition by the parties to the loans and their domestic subsidiaries of any assets (in excess of $1 million) except for sales of inventory or obsolete, uneconomic, surplus or worn-out property, in each case, in the ordinary course of business, and subject to customary thresholds and exceptions (including the right to reinvest the proceeds); and (iii) a certain percentage excess cash flow for each fiscal year of DOC commencing with the fiscal year ending December 31, 2009, with stepdowns to be mutually agreed and with a right to reinvest the mandatory prepayment resulting from excess cash flow.

Loans made on the closing date under the Second Lien Credit Facility will be used to refinance the existing indebtedness under the DIP Revolving, to otherwise enable DOC to consummate the Confirmed Plan, and to fund working capital purposes and general corporate purposes. As of the Effective Date, $83.75 million was outstanding under the Second Lien Credit Facility.

European First Lien Term Loan

European Factoring Agreements

On the Effective Date, Dura Holding Germany GmbH and certain of Dura Holding Germany GmbH’s non-domestic subsidiaries were party to certain receivables factoring agreements including (i) with GEFactoFrance for the purchase of receivables from a French subsidiary of New Dura and (ii) the purchase of receivables from COFACE Finance GmbH in an amount outstanding of €32.7 million on the Effective Date. The European Factoring Agreements contain representations and warranties and conditions precedent that are customary for transactions of this type.

Debt in Default

The chapter 11 filings triggered defaults on substantially all prepetition debt obligations of the Debtors. However, under section 362 of the Bankruptcy Code, the filing of a bankruptcy petition automatically stays most actions against the debtors, including most actions to collect prepetition indebtedness or to exercise control over the property of the debtors’ estate. Absent an order of the Bankruptcy Court, substantially all prepetition liabilities are subject to settlement under a plan of reorganization.

On November 30, 2006, we fully paid off the outstanding obligations under the prepetition secured revolving credit facility in the amount of $106 million through proceeds from borrowings under the DIP Credit Agreements.

The following borrowings represent the debt agreements which are in default, and classified as liabilities subject to compromise:

In May 2005, we entered into senior secured credit facilities with an aggregate borrowing capacity of $325 million, consisting of a five-year $175 million asset based revolving credit facility (the “Credit Agreement”) and a six-year $150 million senior secured second lien term loan (the “Second Lien Term Loan” and together with the Credit Agreement, the “Credit Facilities”). In March 2006, we completed a $75 million upsize to our Second Lien Term Loan. In connection with the transaction, we amended both our existing $150 million Second Lien Term Loan and Credit Agreement. Debt issuance costs of $2 million were incurred on this transaction, resulting in net cash proceeds of $73 million, of which $46.3 million was used to reduce our outstanding borrowings under the Credit Agreement. No amounts are outstanding under the asset backed revolving credit facility at December 31, 2006, as any borrowings were fully paid off in November 2006 with the proceeds from the DIP Credit Agreement. The amount under the Second Lien Term Loan is included in liabilities subject to compromise.

Interest under the Credit Facilities was based on LIBOR. The Second Lien Term Loan was due and payable in its entirety in May 2011. No amounts are currently available under the Credit Agreement as a result of our defaults, as discussed above. Our borrowings under the Credit Agreement are secured by a first priority lien on certain U.S. and Canadian assets and a 65% pledge of the stock of our foreign subsidiaries. The Credit Agreement contains various restrictive covenants, which among other things: limit indebtedness, investments, capital expenditures and certain dividends. We continue to accrue and pay the Second Lien Term loan’s interest, in accordance with an order issued by the Bankruptcy Court.

In April 2002, we completed the offering of $350 million 8.625% Senior Notes, which were due in April 2012. The interest on the 2002 Senior Notes was payable semi-annually each April and October. Principal was payable in full in April 2012. In November 2003, we completed an additional Senior Notes offering of $50 million, which was due also in April 2012. The interest on the 2003 Senior Notes were payable semi-annually each April and October. No interest expense has been accrued for on this unsecured debt from the date of our bankruptcy filing.

In April 1999, we completed the offering of our 9% Senior Subordinated Notes. The offering was done in two currencies; $300 million in U.S. dollars and 100 million in Euros. In June 2001, we completed an additional Senior Subordinated Notes offering of $158.5 million. All of the 9% Senior Subordinated Notes were initially payable in May 2009. The interest on the Senior Subordinated Notes was payable semi-annually each May and November. These notes are collateralized by guarantees of certain Dura subsidiaries. During the fourth quarter of 2005 we retired through purchase, Senior Subordinated Notes with an approximate face value of $49.4 million. As of December 31, 2006, the outstanding balance on these Senior Subordinated Notes was $535.6 million. Face value of the Senior Subordinated Notes consists of $409.1 million denominated in U.S. dollars and $126.5 million denominated in Euros. The Euro denominated Senior Subordinated Notes have been converted to the U.S. dollars using the exchange rate applicable to October 30, 2006, the date of our filing for bankruptcy protection, which we believe will be the allowable claim amount for such debt subject to compromise. No interest expense has been accrued for on this unsecured debt from the date of our bankruptcy filing.

In March 1998, Dura Automotive Systems Capital Trust (the “Issuer”), a wholly owned statutory business trust of Dura, completed the offering of its Preferred Securities with total amount of $55.3 million. The Preferred Securities are currently redeemable, in whole or part, and were to be redeemed no later than March 2028. The Preferred Securities are convertible at the option of the holder into our Class A common stock at a rate of 0.5831 shares of Class A common stock for each Preferred Security, which is equivalent to a conversion price of $42.875 per share. The net proceeds of the offering were used to repay outstanding indebtedness. We were required to adopt FIN 46 to variable interest entities effective December 31, 2003. The application of FIN 46 resulted in the reclassification of the Preferred Securities from the mezzanine section of the balance sheet for 2003 to a long-term liability. In addition, Minority Interest — Dividends on Trust Preferred Securities, Net, are classified in the statement of operations as a component of interest expense on a gross basis, prospectively, for periods subsequent to December 31, 2003. No separate financial statements of the Issuer have been included herein. We do 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 7.5% 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. No interest expense has been accrued for on this unsecured debt from the date of our bankruptcy filing.

We had outstanding interest rate swaps in the notional amount of $400 million that effectively converts the interest on our Senior Notes to a variable rate. As a result of filing for chapter 11 under the Bankruptcy Code on October 30, 2006, these interest rate swaps were terminated. Accordingly, in November 2006 we were requested to, and did settle these outstanding interest rate swap contracts with a liability of $12.2 million. This termination resulted in the unwinding of the hedge and resulted in a charge to income in November 2006 for this amount. These interest rate swap contracts were with various high credit quality major financial institutions and were to expire in April 2012. At their inception, we designated these contracts as fair value hedges.

Cancelled Indebtedness

•		8.625% Senior Unsecured Notes of $400 million are due April 15, 2012, issued by DOC pursuant to the Indenture, dated April 18, 2002, among DOC (as issuer), certain affiliates of DOC (as guarantors), and BNY Midwest Trust Company (as trustee). The holders of these notes received approximately 95% of the common stock of the New Dura;

•		9% Senior Subordinated Notes of $533.8 million are due May 1, 2009, issued by DOC pursuant to the Indentures, dated April 22, 1999, April 22, 1999, and June 22, 2001, among DOC (as issuer), certain affiliates of DOC (as guarantors), and U.S. Bank Trust National Association (as trustee), as amended, supplemented or otherwise modified;

•

7.5% Convertible Subordinated Debentures of $55 million are due March 31, 2028, issued by Old Dura pursuant to the Junior Convertible Subordinated Indenture, dated as of March 20, 1998, among Old Dura (as issuer) and The First National Bank of Chicago (as trustee).

Second Lien Facility

On the Effective Date and pursuant to the Confirmed Plan, the $225 million Second Lien Facility governed by the Credit Agreement dated May 3, 2005 by and among DOC, as Borrower, Old Dura and all subsidiaries of Old Dura as Guarantors, JPMorgan Securities, Inc. and Banc of America Securities, LLC as sole and exclusive joint bookrunners, lead arrangers and syndication agents, and Wilmington Trust Company as collateral agent of the other lenders therein, as amended, was repaid and terminated. The creditors holding Allowed Second Lien Facility Claims (as defined in the Confirmed Plan) relating to the Second Lien Facility were paid in full in shares of New Series A Preferred Stock on the Effective Date.

We use standby letters of credit to guarantee our performance under various contracts and arrangements. These letters of credit contracts expire annually and are usually extended on a year-to-year basis.

Cash Flows

Cash used in operating activities totaled $72.3 million for the year ended December 31, 2007, as compared to $182.9 million for the year ended December 31, 2006. The improvement was primarily due to less operating losses (net of non-cash impairment and restructuring charges) generated in 2007 as compared to 2006, less cash paid for interest, improved payment terms to vendors, and improved collections days from customers during the latter part of 2007. Our filing for chapter 11 in 2006 resulted in having no credit terms with our significant vendors in North America, which has gradually improved in 2007 and enabled us to obtain improved credit terms with our vendors. In 2007, we continued paying significant amounts related to reorganization and pre-petition liabilities, which significantly impacted our cash situation.

Cash flows used in investing activities totaled $59.0 million in 2007 as compared to $77.1 million in 2006. The improvement was primarily due to reduced capital expenditures, as we continued to rationalize our spending in order to sustain required liquidity to run our operations and continue our restructuring plans.

Cash flows used in financing activities totaled $26.1 million in 2007 as compared to cash provided by financing activities of $211.3 million in 2006. Cash provided by financing activities in 2006 primarily reflects the receipt of $165 million related to the DIP term loan, as part of our filing for bankruptcy. Cash used in financing activities during 2007 reflects the use of the proceeds from the sale of our Atwood operations of $160.2 million (which is shown as cash provided by discontinued operations) to pay down our DIP Term and Revolver loans.

During 2006, we used cash in operations of $182.9 million, compared to $23.7 million in 2005. Unfavorable increased usage of cash was primarily due to our greater operating loss and shorter supplier payment terms resulting from our bankruptcy filing. In addition, cash used for accounts receivable declined in 2006 from 2005 due to lower revenue. We experienced some delay in customer remittances as a result of our filing for bankruptcy, especially in collecting tooling charges. Inventory required a use in cash in 2006 as compared to being a source in 2005 due to increases in the investment in inventory, as a result of customers requiring lower production volumes than we anticipated from their releases, which we had used as the basis to purchase inventory.

Net cash used in investing activities was $77.1 million for 2006 compared to $58.6 million in 2005, due to higher capital expenditures. The 2006 investing activities primarily represent regular capital expenditures for the acquisition of equipment to meet new product launches. Noncash capital expenditures of $9.5 million were incurred in 2006, for which cash payment occurred in 2007.

Net cash provided by financing activities totaled $211.3 million in 2006 compared with cash used of $4.3 million in 2005. The net increase in borrowings was necessary to fund our operations and capital expenditure requirements, as we did not generate sufficient funds from operations. Cash proceeds of $11.4 million were received in the second quarter of 2005 for the deferred gain on termination of interest rate swaps, compared with cash payments of $12.2 million in 2006 for the termination of interest rate swaps. We used $30.8 million of cash in the fourth quarter of 2005 for the extinguishment of debt having a face value of $49.4 million. In February 2005, we amended our then existing credit agreement to, among other things, adjust the total leverage, senior leverage and interest coverage ratios that it was required to maintain over the next six quarters beginning April 3, 2005. We repaid $35.0 million of the Tranche C term loan in conjunction with this amendment.

We are prohibited from declaring or making certain dividend payments or other distributions of assets under our credit agreements.

Our current principal sources of liquidity are cash flows generated from operations, current cash balances and available borrowings under the credit agreements. Because of our chapter 11 filing, we have incurred significant cash usage as our trade suppliers shortened their payment terms to, in many cases, cash in advance and some of our customers have extended the timing of their remittances. We believe that the current credit agreements provide sufficient funds to meet our short-term liquidity needs. Significant assumptions underlie this belief, including, among other things, that we will be successful in implementing an approved Bankruptcy reorganization plan, our business strategy, especially our operational restructuring activities, and that there will be no further material adverse developments in our business, liquidity or capital requirements, including no further downturn in vehicle production volumes, recovery of rising steel prices, and no material adverse impact from the credit crisis. If we cannot generate sufficient cash flow from operations to service our indebtedness and to meet our working capital needs and other obligations and commitments, we will be required to further refinance or restructure our debt or to dispose of assets to obtain funds for such purposes. There is no assurance that such a refinancing or restructuring or asset dispositions could be affected on a timely basis or on satisfactory terms, if at all, or would be permitted by the terms of our existing debt instruments or will be approved by the Bankruptcy Court.

Our principal use of liquidity will be to fund working capital, finance capital expenditures, pay reorganization related expenses, and incur cash charges for our restructuring plan. Due to the chapter 11 filing, our ability to borrow additional funds is extremely limited. Refer to further discussion above under “Liquidity and Capital Resources”.

Off Balance Sheet Arrangements

We use standby letters of credit to guarantee our performance under various contracts and arrangements, principally in connection with our workers compensation liabilities with insurers. These letters of credit contracts expire annually and are usually extended on a year-to-year basis. At December 31, 2007, we had outstanding letters of credit of $19.6 million. We do not believe that they will be required to be drawn.

We currently do not have any material nonconsolidated special purpose entity arrangements.

Contractual Obligations

The following table presents our contractual obligations at December 31, 2007 (in thousands):


	Payments due by period
			Less than		Two-three		Four-five		More than
	Total		one year		years		years		five years
DIP Credit Agreement (d)	$	137,483	$	137,483	$	—	$	—	$	—
Second Lien Term Loan (b)		225,000		225,000		—		—		—
Senior unsecured notes (b)		400,000		400,000		—		—		—
Senior subordinated notes (b)		533,858		533,858		—		—		—
Convertible trust preferred (b)		55,250		55,250		—		—		—
Capital lease obligations		2,767		423		542		510		1,292
Accounts receivable factoring		7,586		7,586		—		—		—
Other debts		2,495		1,465		1,030		—		—
Interest expense (a)		48,000		48,000		—		—		—
Employee termination benefit (c)		21,857		21,857		—		—		—
Operating leases		89,472		17,692		24,572		17,360		29,848

	$	1,523,768	$	1,448,614	$	26,144	$	17,870	$	31,140


(a)		Interest expense obligations were calculated holding interest rates constant as of December 31, 2007. No interest expense is included for items subject to compromise, except for the Second Lien Term Loan. We have received Bankruptcy Court approval to pay this interest. Interest expense subject to compromise represents unrecorded interest expense for debts subject to compromise based on SOP 90-7 guidance. Interest expense is based upon the contractual maturity of the debt and is, therefore, reported under the “less than one year” column in the table above.

(b)		These liabilities are subject to compromise under the Bankruptcy Code. The actual cash settlements may vary from these amounts when our reorganization plan is finalized and approved by all applicable parties. The total amount is reported under the “less than


		one year” column in the table above due to the fact that the Company is in default with all of its prepetition debt, as a result of filing for chapter 11.

(c)		The accrual for employee termination benefit is included as part of the restructuring and facility closure accrual. See Note 4. Facility Consolidation, Goodwill and Asset Impairment, and Other Charges to the consolidated financial statements.

(d)		On the Effective Date, the outstanding balance of the DIP Credit Agreements of $137 million was paid in full with proceeds received from new exit financing. The balance of the new exit financing facilities as of the Effective Date was $230 million.

(e)		As of December 31, 2007, our recorded liability for pension and postretirement benefits totaled $65.8 million. We expect to contribute $9.9 million to our pension plans and $2.2 million to our postretirement medical benefit plans in 2008. We are unable to provide contribution information beyond 2008.

At December 31, 2007, we are not a party to any significant purchase obligations for goods or services not incurred in the normal course of business.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are 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. We do not enter into derivatives or other financial instruments for trading or speculative purposes. We may enter into financial instruments to manage and mitigate the impact of changes in foreign currency exchange rates and interest rates. When we do enter into such instruments, the counterparties are major financial institutions.

Foreign Currency Exchange Rate Risk

A significant portion of our revenues are derived from manufacturing operations in Europe, Asia and Latin America (60% of 2007 revenue). The results of operations and the financial position of our 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.

At December 31, 2007, approximately $1.0 billion of our assets are based in our 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 (deficit). Accordingly, our consolidated stockholders’ investment (deficit) will fluctuate depending upon the weakening or strengthening of the U.S. dollar against the respective foreign currency.

Our strategy for management of currency risk relies primarily upon conducting operations in such countries’ respective currency and we may, from time to time, engage in hedging programs intended to reduce the exposure to currency fluctuations.

Interest Rate Risk

Our current credit agreements bear interest based upon LIBOR or a defined base rate, both of which are subject to market conditions that can impact the interest rate to be paid. To the extent that interest rates change by 100 basis points, the Company’s annual interest expense would show a corresponding change of approximately $2 million.

Risk from Adverse Movements in Commodity Prices

We purchase certain raw materials, including steel and other metals, which are subject to price volatility caused by fluctuations in supply and demand as well as other factors. Higher costs of raw materials and other commodities used in the production process have had a significant adverse impact on our operating results. We continue to take actions to mitigate the impact of higher commodity prices by joining our customers’ steel resale programs, wherever possible. No assurances can be given that the magnitude and duration of increased commodity costs will not have a material impact on our future operating results.

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Dura Automotive Systems, Inc.

We have audited the accompanying consolidated balance sheets of Dura Automotive Systems, Inc. (Debtor-in-Possession) and subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ investment (deficit), and cash flows for each of the three years in the period ended December 31, 2007. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, such consolidated financial statements present fairly, in all material respects, the financial position of Dura Automotive Systems, Inc. and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, since October 30, 2006 the Company has been in reorganization under Chapter 11 of the U.S. Bankruptcy Code. The accompanying consolidated financial statements do not purport to reflect or provide for the consequences of the bankruptcy proceedings. In particular, such consolidated financial statements do not purport to show (1) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (2) as to prepetition liabilities, the amounts that may be allowed for claims or contingencies, or the status and priority thereof; (3) as to stockholder accounts, the effect of any changes that may be made in the capitalization of the Company; or (4) as to operations, the effect of any changes that may be made in its business.

As discussed in Note 15 to the consolidated financial statements on May 12, 2008, the Bankruptcy Court entered an order confirming the Company’s plan of reorganization which became effective on June 27, 2008. The accompanying consolidated financial statements do not include adjustments necessary to reflect the application of fresh-start reporting in accordance with AICPA Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.

As discussed in Notes 2 and 7 to the consolidated financial statement, effective January 1, 2007, the Company adopted the recognition and measurement provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement 109.

Detroit, Michigan
October 31, 2008

DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

(DEBTOR-IN-POSSESSION)

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share amounts)


	December 31,			December 31,
	2007			2006
ASSETS
Current Assets:
Cash and cash equivalents	$	93,570		$	90,446
Accounts receivable, net of allowance of $6,795 in 2007 and $6,203 in 2006		276,022			293,835
Inventories		133,373			117,858
Deferred income taxes		11,086			6,642
Other current assets		97,932			122,675
Current assets of discontinued operations		—			50,592

Total current assets		611,983			682,048

Property, plant and equipment, net		411,884			434,951
Goodwill		—			184,321
Deferred income taxes		16,067			22,038
Other assets, net of accumulated amortization of $335 in 2007 and $317 in 2006		9,560			18,487
Noncurrent assets of discontinued operations		—			112,996

	$	1,049,494		$	1,454,841


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Debtors-in-possession financing	$	137,483		$	165,000
Current maturities of long-term debt		9,475			4,679
Accounts payable		174,899			161,558
Accrued liabilities		202,708			156,823
Accrued pension and postretirement benefits		2,481			1,437
Deferred income taxes		2,074			2,768
Current liabilities of discontinued operations		—			7,074

Total current liabilities		529,120			499,339

Long-term Liabilities:
Long-term debt, net of current maturities		3,373			2,596
Pension and postretirement benefits		63,303			68,044
Other noncurrent liabilities		46,722			39,218
Deferred income taxes		13,958			5,176
Noncurrent liabilities of discontinued operations		—			3,253

Total long-term liabilities		127,356			118,287

Liabilities subject to compromise		1,306,779			1,335,083

Total Liabilities		1,963,255			1,952,709

Commitments and Contingencies (Notes 6, 7, 10 and 11)
Minority interests		6,284			5,459
Stockholders’ Deficit:
Preferred stock, par value $1; 5,000,000 shares authorized; none issued or outstanding		—			—
Common stock, Class A; par value $.01; 60,000,000 shares authorized; 18,904,222 issued and outstanding		189			189
Common stock, Class B; par value $.01; 10,000,000 shares authorized; none issued or outstanding		—			—
Additional paid-in capital		351,878			351,878
Treasury stock at cost		(1,743	)		(1,743	)
Accumulated deficit		(1,472,639	)		(1,002,185	)
Accumulated other comprehensive income		202,270			148,534

Total stockholders’ deficit		(920,045	)		(503,327	)

	$	1,049,494		$	1,454,841

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

DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share amounts)


	For the Years Ended December 31,
	2007			2006			2005
Revenues	$	1,894,696		$	1,759,168		$	1,935,273
Cost of sales		1,827,786			1,696,546			1,719,195

Gross profit		66,910			62,622			216,078
Selling, general and administrative expenses		137,606			130,477			144,480
Prepetition professional fees		—			10,455			—
Facility consolidation, goodwill and asset impairment, and other charges		258,100			684,164			10,877
Amortization expense		152			222			252

Operating income (loss)		(328,948	)		(762,696	)		60,469
Interest expense, net of interest income of $1,823 in 2007, $2,815 in 2006 and $2,987 in 2005 (contractual interest expense was $139.8 million in 2007 and $119.5 million in 2006)		49,040			101,692			99,980
Gain on early extinguishment of debt, net		—			—			(14,805	)

Loss from continuing operations before reorganization items, income taxes and minority interest		(377,988	)		(864,388	)		(24,706	)
Reorganization items		57,643			25,315			—

Loss from continuing operations before income taxes and minority interest		(435,631	)		(889,703	)		(24,706	)
Provision (benefit) for income taxes		8,826			40,231			(7,810	)
Minority interest in non-wholly owned subsidiaries		427			432			177

Loss from continuing operations		(444,884	)		(930,366	)		(17,073	)
Income (loss) from discontinued operations, including gain (loss) on disposals, net		(27,918	)		18,689			18,887

Income (loss) before change in accounting principle		(472,802	)		(911,677	)		1,814
Cumulative effect of change in accounting principle, net of tax of $712 in 2006		—			1,020			—

Net income (loss)	$	(472,802	)	$	(910,657	)	$	1,814

Basic and diluted earnings (loss) per share:
Loss from continuing operations	$	(23.53	)	$	(49.31	)	$	(0.91	)
Income (loss) from discontinued operations		(1.48	)		0.99			1.01
Cumulative effect of change in accounting principle		—			0.05			—

Net income (loss)	$	(25.01	)	$	(48.27	)	$	0.10

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

DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT (DEFICIT)


																	Accumulated			Total
	Common Stock				Additional												Other			Stockholders’
	Class A				Paid—in			Treasury Stock						Accumulated			Comprehensive			Investment
	Shares		Amount		Capital			Shares			Amount			Deficit			Income (Loss)			(Deficit)
								(in thousands, except per share amounts)
Balance, December 31, 2004		18,632,530		186		351,571			237,011			(2,513	)		(93,342	)		151,589			407,491
Sale and exercise of stock options, including the value of treasury stock		142,418		2		423			(53,328	)		565			—			—			990
Net income		—		—		—			—			—			1,814
Other comprehensive income:
Foreign currency translation adjustment		—		—		—			—			—			—			(64,832	)
Minimum pension liability, net of tax		—		—		—			—			—			—			(5,756	)
Total comprehensive loss																					(68,774	)

Balance, December 31, 2005		18,774,948		188		351,994			183,683			(1,948	)		(91,528	)		81,001			339,707
Sale and exercise of stock options, including the value of treasury stock		129,274		1		(116	)		(19,321	)		205			—			—			90
Net loss						—			—			—			(910,657	)		—
Other comprehensive income (loss):
Foreign currency translation adjustment		—		—		—			—			—			—			75,561
Pension and postretirement benefit plans adjustments, net of tax		—		—		—			—			—			—			(3,128	)
Total comprehensive loss																					(838,224	)
SFAS 158 adjustment, net of tax		—		—		—			—			—			—			(4,900	)		(4,900	)

Balance, December 31, 2006		18,904,222	$	189	$	351,878			164,362		$	(1,743	)	$	(1,002,185	)	$	148,534		$	(503,327	)
Net loss						—			—			—			(472,802	)		—
Other comprehensive income (loss):
Foreign currency translation adjustment		—		—		—			—			—			—			45,367
Pension and postretirement benefit plans adjustments, net of tax		—		—		—			—			—			—			8,369
Total comprehensive loss																					(419,066	)
FIN 48 cumulative effect adjustment		—		—		—			—			—			2,348						2,348

Balance, December 31, 2007		18,904,222	$	189	$	351,878			164,362		$	(1,743	)	$	(1,472,639	)	$	202,270		$	(920,045	)

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

DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Years Ended December 31
	2007			2006			2005
	(in thousands)
OPERATING ACTIVITIES:
Net income (loss)	$	(472,802	)	$	(910,657	)	$	1,814
Less: Net income (loss) from discontinued operations		(27,918	)		18,689			18,887
Less: Cumulative effect of change in accounting principle, net of tax		—			1,020			—

Loss from continuing operations		(444,884	)		(930,366	)		(17,073	)
Adjustments required to reconcile loss from continuing operations to net cash used in operating activities:
Depreciation and amortization		75,237			73,606			72,704
Asset impairments		33,921			10,838			3,024
Goodwill impairment		184,497			636,927			—
Facility consolidation charges		39,682			36,399			7,853
Amortization of deferred financing fees		8,627			4,122			3,889
(Gain) loss on sale of property, plant and equipment		320			(2,377	)		(487	)
Bad debt expense (credit)		1,238			(450	)		1,176
Reorganization items		57,643			25,315			—
Payments on reorganization items		(49,863	)		—			—
Deferred income tax (benefit) expense		(5,436	)		42,629			(27,209	)
Settlement of environmental matters		—			—			(9,960	)
Gain on early extinguishment of debt		—			—			(14,805	)
Change in other operating items:
Accounts receivable		34,087			(21,039	)		(24,081	)
Inventories		(11,326	)		(19,773	)		11,510
Other current assets		24,846			(10,982	)		(20,948	)
Accounts payable and accrued liabilities		(38,159	)		(28,594	)		(17,135	)
Other assets, liabilities and noncash items		17,226			817			7,877

Net cash used in continuing operating activities		(72,344	)		(182,928	)		(23,665	)

INVESTING ACTIVITIES:
Capital expenditures		(66,818	)		(83,429	)		(61,109	)
Proceeds from the sale of assets and other		7,834			6,370			2,490

Net cash used in continuing investing activities		(58,984	)		(77,059	)		(58,619	)

FINANCING ACTIVITIES:
DIP Term Loan borrowings		—			165,000			—
DIP Term Loan payments		(60,586	)		—			—
DIP Revolver borrowings, net		33,069			—			—
Proceeds under factoring arrangements		7,586			—			—
Net borrowings under prepetition debt		—			68,861			—
Net borrowings under revolving credit facilities		—			—			17,500
Long-term borrowings		1,825			—			153,285
Repayments of long-term borrowings		(4,560	)		—			(179,459	)
Payment on termination of interest rate swap		—			(12,185	)		—
Deferred gain on termination of interest rate swap		—			—			11,374
Proceeds from sales of equity securities		—			257			673
Debt issue costs		(3,466	)		(10,522	)		(7,613	)
Other, net		—			(98	)		(86	)

Net cash provided by (used in) continuing financing activities		(26,132	)		211,313			(4,326	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		6,301			16,331			(7,942	)

NET CASH FLOWS FROM CONTINUING OPERATIONS		(151,159	)		(32,343	)		(94,552	)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Operating activities		805			6,215			34,124
Investing activities, including proceeds from sale of business		153,478			14,685			(29,251	)

NET CASH FLOWS FROM DISCONTINUED OPERATIONS		154,283			20,900			4,873
CASH AND CASH EQUIVALENTS:
Beginning of year		90,446			101,889			191,568

End of year	$	93,570		$	90,446		$	101,889

SUPPLEMENTAL DISCLOSURE:
Cash paid for interest	$	37,917		$	70,360		$	95,293
Cash paid for income taxes	$	6,842		$	13,336		$	10,496
Capitalized interest expense	$	—		$	101		$	453

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

DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

(DEBTOR-IN-POSSESSION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007, 2006 and 2005

1. Organization and Basis of Presentation:

On October 30, 2006, Dura Automotive Systems, Inc. (referred to as “Dura”, “Company”, “we”, “our” and “us””) and its United States (“U.S.”) and Canadian subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

Dura (a Delaware Corporation) and its subsidiaries is a leading independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. Dura is a holding company whose predecessor was formed in 1990.

We sell our products to every major North American, European and Asian automotive original equipment manufacturer (“OEM”). We have manufacturing and product development facilities located in the United States (“U.S.”), Brazil, China, Czech Republic, France, Germany, Mexico, Portugal, Romania, Slovakia, Spain and the United Kingdom (“UK”). We also have a presence in India, Japan, and Korea through sales offices, alliances or technical licenses.

Chapter 11 Bankruptcy Filing — On October 30, 2006, Dura and its United States (“U.S.”) and Canadian subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ chapter 11 cases were (prior to June 27, 2008) being jointly-administered under Case No. 06-11202 (KJC). In 2007, the Debtors continued to operate their businesses as “Debtors-in-possession” under the supervision of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Dura’s European, Asian, and Latin American operations were not included in the filings and continued their business operations in 2007 without supervision from the Bankruptcy Court and were not subject to the requirements of the Bankruptcy Code.

In 2007, the Debtors operated pursuant to chapter 11 under the Bankruptcy Code. The accompanying condensed combined financial statements reported in Note 13 to the consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of assets or liabilities that might result from the Company’s emergence from bankruptcy on the Effective Date.

American Institute of Certified Public Accountants Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code (“SOP 90-7”), which is applicable to companies in chapter 11, generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of the chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Revenues, expenses, realized gains and losses, and provisions for losses that can be directly associated with the reorganization and restructuring of the business must be reported separately as reorganization items in the statement of operations. The balance sheet must distinguish prepetition liabilities subject to compromise from both those prepetition liabilities that are not subject to compromise and from post-petition liabilities. Liabilities that may be affected by a plan of reorganization must be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. In addition, cash provided by reorganization items must be disclosed separately in the statement of cash flows. Dura adopted SOP 90-7 effective October 30, 2006 and segregated those items, as outlined above, for all reporting periods subsequent to such date.

See Note 13 for the condensed combined financial statements of the Debtors and refer to the discussion of the Company’s emergence from Chapter 11 bankruptcy at Note 15 to the consolidated financial statements.

2. Significant Accounting Policies:

Principles of Consolidation:

The Company consolidates all majority owned subsidiaries and investments in entities in which it has controlling influence. Non-majority owned investments are accounted for using the equity method when the Company is able to influence the operating policies of the investee. Non-majority owned investments include investments in limited liability companies, partnerships, or joint ventures. When the Company does not influence the operating policies of an investee, the cost method is used. These consolidated financial statements also reflect the Company’s proportionate interests in certain jointly owned plants. The Company eliminates all intercompany balances and transactions.

Reclassifications:

Certain prior year amounts have been reclassified to reflect the sale of the Atwood Mobile Products segment in 2007 that is required to be reported as a discontinued operation under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), as described in Note 3 to the consolidated financial statements.

Cash and 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 cost or market. We assess inventory valuation based on estimates of future demand. Our estimates of future demand are based upon projections of future related automobile platform sales. The future projected demand of service parts is based upon current service usage.

Inventories consisted of the following (in thousands):


	December 31,
	2007		2006
Raw materials	$	68,307	$	59,784
Work-in-process		33,076		28,923
Finished goods		31,990		29,151

	$	133,373	$	117,858

Other Current Assets:

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


	December 31,
	2007		2006
Excess of cost over billings on uncompleted tooling projects	$	42,371	$	58,107
Income and other tax receivables		30,065		29,394
Debt issue costs, net of amortization of $9,288 in 2007 and $661 in 2006		2,705		7,897
Assets held for sale		2,014		—
Prepaid expenses and other		20,777		27,277

	$	97,932	$	122,675

Excess of cost over billings on uncompleted tooling projects represents unbilled recoverable costs incurred by us in the production or procurement of customer-owned tooling to be used by us in the manufacture of our products. We receive a specific purchase order for this tooling and expect to be reimbursed by the customer within one year. Costs are deferred until reimbursed by the customer. Forecasted losses on incomplete projects are recognized currently when identified.

The assets held for sale of $2 million relate to the closure of the Barcelona, Spain facility and are accounted for as per the guidance provided by SFAS 144.

Debt issue costs relate to liabilities that are subject to compromise under the Bankruptcy Code. This amount is reported as a current asset due to the fact that the Company is in default with all of its prepetition debt as a result of filing for chapter 11.

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		20 to 30 years
Machinery and equipment		3 to 20 years
Leasehold improvements		Shorter of useful life or lease term

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 to income. When circumstances indicate a potential impairment to the carrying value of any property, plant or equipment, we perform an evaluation in accordance with SFAS 144 to assess the recoverability of the assets. See further discussion in Note 4 to the consolidated financial statements. Property, plant and equipment consisted of the following (in thousands):


	December 31,
	2007			2006
Land and buildings	$	198,502		$	200,574
Machinery and equipment		666,671			716,455
Construction in progress		43,532			42,060
Less — Accumulated depreciation and amortization		(496,821	)		(524,138	)

	$	411,884		$	434,951

Construction in progress includes prepayments for equipment purchases.

Dura periodically evaluates the carrying value of long-lived assets held for use, including amortizable intangible assets, when events or circumstances warrant such a review. The carrying value of a long-lived asset held for use is considered impaired when the anticipated separately identifiable undiscounted cash flows from the asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved or from appraisals performed by valuation experts. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the cost to dispose of the assets.

Goodwill and Other Assets:

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in business combination transactions.

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), we perform impairment tests using both a discounted cash flow methodology and a market multiple approach for each of our reporting units. This impairment test is conducted during the second quarter of each year or whenever events or circumstances occur indicating that goodwill or other intangible assets might be impaired. In connection with our review of goodwill during our second quarter of 2006, our analysis indicated that the reported value of our goodwill in our Control Systems reporting unit, recorded in connection with various acquisitions that have been completed over the last ten years, was materially impaired. No other impairments were indicated for the other reporting units. We completed our step two impairment analysis and determined that all of the Control Systems reporting unit’s goodwill was impaired. Accordingly, we recorded an impairment charge for the total amount of the Control Systems reporting unit goodwill of approximately $636.9 million. This charge is reflected in facility consolidation, goodwill and asset impairment, and other charges in the consolidated statement of operations for the year ended December 31, 2006.

In connection with our ongoing review of goodwill during our second quarter of 2007, we performed step one of our analysis, which indicated that the carrying value of the goodwill in our Body & Glass reporting unit, recorded in connection with various acquisitions that have been completed over the last ten years, exceeded the fair market value. Under SFAS 142, we completed step two of the impairment assessment of the goodwill related to Body & Glass and determined that all of the Body & Glass reporting unit’s goodwill was impaired. Accordingly, we recorded an impairment charge for the total amount of the Body & Glass reporting unit’s goodwill, which totaled approximately $184.5 million. This charge is reflected in the facility consolidation, goodwill and asset impairment, and other charges in the accompanying consolidated statement of operations. Changes in business conditions, deterioration of the automotive industry, reduced production volume in Europe, increased raw material costs, higher interest rates and other factors resulted in recognizing such goodwill impairment during 2007.

In addition to the completion of our assessment of the Body & Glass reporting unit, our ongoing reassessment included an assessment of the carrying value of our Atwood Mobile Products reporting unit and resulted in the conclusion that no impairment had occurred. The sale of Atwood was completed in August 2007. The related goodwill amount for Atwood of $74.0 million was included in noncurrent assets of discontinued operations as of December 31, 2006. It was also accounted for as part of the loss on the sale amount and is included in the losses from discontinued operations reported in the consolidated statement of operations for the year ended December 31, 2007.

A rollforward summary of the carrying amount of goodwill is as follows (in thousands):


	December 31,
	2007			2006
Beginning balance⁽¹⁾	$	184,321		$	775,781
Currency translation adjustment		176			45,467
Impairment		(184,497	)		(636,927	)

Ending balance	$	—		$	184,321


⁽¹⁾		This amount has been corrected for a presentation typographical error. This correction reduced Body & Glass goodwill by $2,676 from the amount previously reported.

Other assets consisted of the following (in thousands):


	December 31,
	2007		2006
Rabbi trust and cash surrender value		917		9,294
Other intangible assets		1,613		4,723
Notes receivable, net of reserves		2,219		92
Other assets		4,811		4,378

	$	9,560	$	18,487

The Company amortizes intangible assets on a straight-line basis over the expected period of benefit, ranging from 12 to 20 years. Other intangible assets consist primarily of customer relationships and license agreements of $1.6 million and $4.7 million for the years ended December 31, 2007 and 2006, respectively. Amortization expense for the years ended December 31, 2007 and December 31, 2006 were not significant. In 2001, the Company purchased the trademark naming rights of “DURA” in Europe for $4.5 million from a counterparty. Given the change in economic conditions, management determined there are no adequate future cash flows supporting the intangible assets and full impairment of $2.9 million was required and recorded during the fourth quarter of 2007.

The Company carried life insurance policies to cover the deferred compensation benefits of certain of its former key executives, which were assumed as part of the Excel acquisition in 1999. The Company was named the beneficiary on these policies. These policies had cash surrender values, and were held in a Rabbi Trust. As part of filing for chapter 11, the obligations associated with the deferred compensation benefits were considered prepetition liabilities and subject to compromise. At the end of 2007, and pursuant to a Court order dated November 27, 2007, the Rabbi Trust was terminated and the related investments were liquidated, and the Company received a substantial amount of funds that were held in the Rabbi Trust.

Accrued Liabilities:

Accrued liabilities consisted of the following (in thousands):


	December 31,
	2007		2006
Compensation and benefits	$	78,043	$	72,800
Income and other taxes		16,319		23,137
Professional fees directly related to reorganization		35,215		13,219
Restructuring and facility closure		23,623		15,729
Interest		5,063		2,174
Warranty reserve		6,018		1,457
Atwood purchase price adjustment reserve		6,735		—
Other		31,692		28,307

	$	202,708	$	156,823

Refer to Note 3 to the consolidated financial statements for discussion related to the Atwood purchase price adjustment reserve.

Other Noncurrent Liabilities:

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


	December 31,
	2007		2006
Restructuring and facility closure	$	19,269	$	17,897
Warranty and environmental		1,603		7,198
Other		25,850		14,123

	$	46,722	$	39,218

Liabilities Subject to Compromise:

Refer to the discussion of the Company’s emergence from chapter 11 bankruptcy at Note 15 to the consolidated financial statements.

As a result of the chapter 11 filings, the payment of prepetition indebtedness may be subject to compromise or other treatment under the Debtors’ plan of reorganization. Generally, actions to enforce or otherwise effect payment of prepetition liabilities are stayed. Although prepetition claims are generally stayed, at hearings held on October 30, 2006, the Court granted final approval of the Debtors’ “first day” motions generally designed to stabilize the Debtors’ operations and cover, among other things, human capital obligations, supplier relations, customer relations, business operations, tax matters, cash management, utilities, case management and retention of professionals.

The Debtors have been paying and intend to continue to pay undisputed post petition claims in the ordinary course of business. In addition, the Debtors may reject prepetition executory contracts and unexpired leases with respect to the Debtors’ operations, with the approval of the Court. Damages resulting from rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as liabilities subject to compromise. On February 23, 2007, the Court entered an order establishing May 1, 2007 as the bar date. The bar date is the date by which claims against the Debtors arising prior to the Debtors’ chapter 11 filings must be filed if the claimants wish to receive any distribution in the chapter 11 cases. On March 2, 2007, the Debtors commenced notification, including publication, to all known actual and potential creditors informing them of the bar date and the required procedures with respect to the filing of proofs of claim with the Court. Any differences between claim amounts listed by the Debtors in their Schedules of Assets and Liabilities (as amended) and claims filed by creditors will be investigated and, if necessary, the Court will make the final determination as to the amount, nature, and validity of claims. The determination of how liabilities will ultimately be settled and treated cannot be made until the Court approves a chapter 11 plan of reorganization. Accordingly, the ultimate amount of such liabilities is not determinable at this time.

SOP 90-7 requires prepetition liabilities that are subject to compromise to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise may be subject to future adjustments depending on Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, or other events.

Liabilities subject to compromise consisted of the following (in thousands):


	December 31,
	2007		2006
Debt	$	1,207,557	$	1,206,571
Accrued interest		44,221		44,026
Accounts payable		28,631		64,616
Pension benefit plans		19,870		19,870
Other benefits		927		—
Accrued income taxes		5,573		—

	$	1,306,779	$	1,335,083

Contractual Interest Expense:

In accordance with the Court-approved first day motion, the Company continued (through December 31, 2007) to accrue and pay the interest on its Second Lien Term Loan whose principal balance was subject to compromise. Effective October 30, 2006, interest on unsecured prepetition debt, other than the Second Lien Term Loan, has not been accrued as provided for under the U.S. Bankruptcy code. For the years ended December 31, 2007 and 2006, the amount of unrecorded interest on prepetition debt was approximately $89 million and $15 million, respectively. Contractual interest expense for the year ended December 31, 2007 and 2006 was $140 million and $119 million, respectively.

Reorganization Items:

SOP 90-7 requires reorganization items such as certain revenues, expenses such as professional fees directly related to the process of reorganizing the Debtors under chapter 11, realized gains and losses, and provisions for losses resulting from the reorganization and restructuring of the business to be separately disclosed. The Debtors’ reorganization items incurred in 2007, and between the filing date of October 30, 2006 and December 31, 2006, consisted of the following:


			For the period from
	For the year ended		October 30, 2006 to
	December 31, 2007		December 31, 2006
Professional and other fees directly related to reorganization, excluding prepetition fees	$	57,643	$	11,041
Loss on termination of interest rate swap		—		12,185
Prepetition debt issue costs write-off		—		2,089

	$	57,643	$	25,315

Professional fees directly related to the reorganization include fees associated with advisors to the Debtors, unsecured creditors and secured creditors.

Prepetition Professional Fees:

Special legal and other advisors fees associated with our prepetition reorganization efforts, including preparation for the bankruptcy filing, are reflected in the prepetition professional fees category in the consolidated statement of operations for the year ended December 31, 2006.

Revenue Recognition and Sales Commitments:

We recognize revenue when certain persuasive evidence of an arrangement exists, which is primarily when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable and the collectibility of revenue is reasonably assured, which is when products are shipped out from our premises to customers (shipping point). We enter into agreements with our customers at the beginning of a given vehicle’s life to produce products. Once such agreements are entered into by us, fulfillment of the customers’ purchasing requirements is our obligation for the entire production life of the vehicle, with terms

of up to seven years, and we generally have no provisions to terminate such contracts. Shipping and handling fees billed to customers are included in sales, while costs of shipping and handling are included in cost of sales.

Restructuring Charges:

We recognize restructuring and impairment charges in accordance with SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits; SFAS No. 112, Employer’s Accounting for Post-employment Benefits; SFAS 144; SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, and EITF 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination. Such charges relate to exit activities and primarily include employee termination charges, lease expenses net of any actual or estimated sublease income, employee relocation, asset impairment charges, moving costs for related equipment and inventory, and other exit related costs associated with a plan approved by senior level management. The recognition of restructuring charges requires us to make certain assumptions and estimates as to the amount and timing of exit activity related charges. Quarterly, we re-evaluate the amounts recorded and adjust for changes in estimates as facts and circumstances change.

Income Taxes:

We account for income taxes in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes (“SFAS 109”), which require 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 differing treatment of items for financial reporting and income tax reporting purposes. The deferred tax balances are adjusted to reflect tax rates by tax jurisdiction, based on currently enacted tax laws, which will be in effect in the years in which the temporary differences are expected to reverse. We have provided deferred income tax benefits on net operating loss carryforwards to the extent we believe we will be able to utilize them in future tax filings.

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement 109 (“FIN 48”). Effective January 1, 2007, we adopted the provisions of FIN 48. FIN 48 prescribes a recognition threshold and measurement attribute for the accounting and financial statement disclosure of tax positions taken or expected to be taken in a tax return. The evaluation of a tax position is a two-step process. The first step requires an entity to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The second step requires an entity to recognize in the financial statements each tax position that meets the more likely than not criteria, measured at the largest amount of benefit that has a greater than fifty percent likelihood of being realized. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The impact of initially applying FIN 48 was recognized as cumulative effect adjustment decreasing the January 1, 2007 opening balance of accumulated deficit by $2.4 million. Refer to Note 7 to the consolidated financial statements for more information regarding the impact of adopting FIN 48.

Comprehensive Income (Loss):

Comprehensive income (loss) reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. Comprehensive income (loss) represents net income (loss) adjusted for foreign currency translation adjustments and additional minimum pension liability. In accordance with SFAS No. 130, Reporting Comprehensive Income (“SFAS 130”), we have chosen to disclose comprehensive income (loss) in the consolidated statements of stockholders’ deficit.

The components of accumulated other comprehensive income (loss) are as follows (in thousands):


	December 31,
	2007			2006			2005
Foreign currency translation adjustment	$	229,617		$	184,250		$	108,688
Pension and postretirement benefit plans adjustments, net of tax of $15,891 in 2007, $15,267 in 2006, and $17,032 in 2005, respectively		(27,347	)		(35,716	)		(27,687	)

	$	202,270		$	148,534		$	81,001

Fair Value of Financial Instruments:

The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, DIP Credit Agreement, and other debts approximates fair value because of the short maturity of these instruments. The fair values of the financial instruments included in liabilities subject to compromise are highly uncertain as a result of the restructuring proceedings.

We do not enter into or hold derivatives for trading or speculative purposes.

Common Stock:

The holder of each share of Class A and Class B common stock outstanding is entitled to one vote per share. As of December 31, 2007, there were no shares of Class B common stock outstanding.

All grants of stock based awards subsequent to January 1, 2006 are accounted for in accordance with SFAS No. 123(R), Share-based Payment (“SFAS 123(R)”). On October 27, 2005, the Compensation Committee of the Board of Directors approved the acceleration of vesting of all outstanding out-of-the-money unvested stock options; accordingly, all outstanding unvested stock options at that date became fully vested. No stock options have been issued since such date.

On the Effective Date and pursuant to the Confirmed Plan, each of the 1996 Plan, the 1998 Plan, the Director Option Plan, the Employee Stock Purchase Plan, the Deferred Income Leadership Stock Purchase Plan and the Director Deferred Stock Purchase Plan was terminated and each outstanding award issued thereunder was cancelled for no consideration. Due to the filing for chapter 11, all of the above mentioned plans were suspended as of December 31, 2007 and 2006.

Use of Estimates:

The preparation of consolidated financial statements in conformity with GAAP in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 these estimates.

Foreign Currency Translation:

Assets and liabilities of our foreign operations that do not use the U.S. dollar as their functional currency 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 included in other comprehensive income (loss), a separate component of stockholders’ deficit. The effect of remeasurement of assets and liabilities of non-U.S. subsidiaries that use the U.S. dollar as their functional currency is primarily included in cost of goods sold. Also included in cost of goods sold are gains and losses arising from transactions denominated in a currency other than the functional currency of a particular entity. Net transaction gains and losses, as described above, increased cost of sales by $4.1 million and 0.9 million, during the years ended December 31, 2007 and 2006, respectively.

Warranty and Environmental:

We face an inherent business risk of exposure to warranty claims in the event that our products do not perform as expected and results in replacement of product on vehicles in the field. OEMs are increasingly requiring their suppliers to guarantee or warrant their products and bear the costs of repair and replacement of such products under new vehicle warranties. Depending on the terms under which we supply products to an OEM, an OEM may hold us responsible for some or all of the repair and replacement costs of warranty claims under new vehicle warranties when the product supplied does not perform as represented.

Our policy is to record reserves for customer warranty costs on a case by case basis at the time we believe such amounts are probable and reasonably estimable and to review these determinations on a quarterly basis, or more frequently as additional information is obtained. We have established reserves for issues that are probable and reasonably estimable in amounts management believes are adequate to cover reasonable adverse judgments. We determine our warranty reserves based on identified claims and the estimated ultimate projected claim cost. The final amounts determined for these matters could differ significantly from recorded estimates.

During 2006, we settled two warranty matters with one of our customers for approximately $9.0 million for which we had initially recorded reserves in the amount of $3.6 million, which at the time, represented our estimated total exposure. Accordingly, we recorded an additional charge of $5.4 million in cost of sales related to the final settlement of both warranty matters with the customer. We do not carry insurance for warranty or recall matters, as the cost and availability for such insurance, in the opinion of management, is cost prohibitive or not available.

We are subject to the requirements of federal, state, local and foreign environmental and occupational health and safety laws and regulations. Some of our operations involve use of hazardous substances. Like all manufacturers, if a release of hazardous substances occurs or has occurred at or from any of our current or former properties or at a landfill or another location where we have disposed of wastes, we may be held liable for the contamination, which could be material. Our policy regarding the recording of environmental reserves is the same as for warranty, reviewed on a quarterly basis, or more frequently as additional information is obtained.

The following presents a summary of our warranty and environmental reserves (in thousands):

Warranty:


	December 31,
	2007			2006
Beginning balance	$	1,957		$	6,475
Reductions for payments made and settlements		(6,155	)		(10,469	)
Additional reserves recorded		10,871			6,072
Changes in preexisting reserves		(155	)		(121	)

Ending balance	$	6,518		$	1,957

Environmental:


	December 31,
	2007			2006
Beginning balance	$	6,698		$	6,626
Reductions for payments made		(159	)		(54	)
Changes in preexisting reserves		(5,436	)		126

Ending balance	$	1,103		$	6,698

Deferred Compensation Arrangements

The Company accounts for certain of its Deferred Compensation Arrangements in accordance with EITF Issue No. 97-14 Accounting for Deferred Compensation Arrangements Where Amounts Are Held in a Rabbi Trust and Invested (“EITF 97-14”). Rabbi trusts are grantor trusts generally set up to fund compensation for a select group of management or highly paid executives (Refer to Note 5 for detailed discussion on the Rabbi Trust). The plans do not permit diversification and may be settled by the delivery of cash or shares of employer stock. Accordingly, the Company records the employer stock held by the rabbi trust in a similar manner as treasury stock. The deferred compensation obligation is classified as an equity instrument within shareholder’s equity. Pursuant to our filing for chapter 11, these plans had been frozen, and no transactions occurred.

Change in Accounting Principle

We adopted EITF Issue 05-05, Accounting for Early Retirement or Postemployment Programs with Specific Features (such as Terms Specified in Altersteilzeit Early Retirement Arrangements) (“EITF 05-5”) in 2006. EITF 05-5 addresses the accounting for the bonus feature in the German Altersteilzeit (“ATZ”) early retirement programs and requires recognition of the program expenses at the time the ATZ contracts are signed. The ATZ program is designed to create an incentive for employees, within a certain age group, to leave their employers before the legal retirement age. Although established by law, the actual arrangement between employers and employees is negotiated. The EITF offers two transition alternatives, either cumulative effect or retrospective application. EITF 05-5 was effective for fiscal years beginning after December 15, 2005. The adoption of EITF 05-5 resulted in a favorable adjustment of $1.0 million, net of income taxes of $0.7 million. This amount is reflected in the consolidated statement of operations as a cumulative effect of a change in accounting principle for the year ended December 31, 2006.

New and Proposed Accounting Pronouncements:

In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN No. 48-1, Definition of Settlement in FASB Interpretation No. 48. FSP FIN No. 48-1 provides guidance on how to determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSP FIN No. 48-1 is effective retroactively to April 28, 2007. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 provides a definition of fair value, establishes a framework for measuring fair value, and requires expanded disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The provisions of SFAS 157 are to be applied prospectively. Management has determined that there is no significant impact of the standard on our financial condition and results of operations.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an Amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS 158 requires companies to (1) recognize the overfunded or underfunded status of defined benefit pension and defined benefit other postretirement plans in its financial statements, (2) recognize as a component of other comprehensive income, net of tax, the actuarial gains or losses and the prior service costs or credits that arise during the period but are not immediately recognized as components of net periodic benefit cost, (3) recognize adjustments to other comprehensive income when the actuarial gains or losses, prior service costs or credits, and transition assets or obligations are recognized as components of net periodic benefit cost, (4) measure postretirement benefit plan assets and plan obligations as of the date of the employer’s statement of financial position, and (5) disclose additional information in the notes to financial statements about certain effects on net periodic benefit cost in the upcoming fiscal year that arise from delayed recognition of the actuarial gains and losses and the prior service cost and credits. The requirement to recognize the funded status of a defined benefit pension or defined benefit other postretirement plan and the related disclosure requirements was effective for fiscal years ending after December 15, 2006, and we adopted this portion of the standard on December 31, 2006. The adoption increased liabilities by $0.6 million and decreased total shareholders’ equity by $4.9 million, net of tax at December 31, 2006. The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The Statement provides two options for the transition to a fiscal year end measurement date. We currently use a September 30 measurement date for our U.S. benefit plans. We have not yet determined which of the available transition measurement options we will use.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of SFAS No. 115 (“SFAS 159”), which permits an entity to measure certain financial assets and financial liabilities at fair value that are not currently required to be measured at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with a few exceptions. SFAS 159 amends previous guidance to extend the use of the fair value option to available-for-sale and held-to-maturity securities. The statement also establishes presentation and disclosure requirements to help financial statement users understand the effect of the election. SFAS 159 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. As of January 1, 2008, the Company had not elected to utilize the fair value option under SFAS 159 for any of its financial instruments.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS 141(R)”), which replaces SFAS No. 141. SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. The Statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company plans to implement this standard on January 1, 2009. The Company has not yet evaluated the potential impact of this standard.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — An Amendment of Accounting Research Bulletin No. 51 (“SFAS 160”), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company plans to implement this standard on January 1, 2009. The Company is still evaluating the potential impact of this standard.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an Amendment of FASB Statement 133 (“SFAS 161”). SFAS 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”); and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after November 15, 2008. Earlier adoption is encouraged. The Company is still evaluating the potential impact of this standard.

In April 2008, the FASB issued FASB Staff Position SOP 90-7-1, An Amendment of AICPA Statement of Position 90-7 (“FSP SOP 90-7-1”). FSP SOP 90-7-1 resolves the conflict between the guidance requiring early adoption of new accounting standards for entities required to follow fresh-start reporting under American Institute of Certified Public Accountants Statement of Position 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code, and other authoritative accounting standards that expressly prohibit early adoption. Specifically, FSP SOP 90-7-1 will require an entity emerging from bankruptcy that applies fresh-

start reporting to follow only the accounting standards in effect at the date fresh-start reporting is adopted, which include those standards eligible for early adoption if an election is made to adopt early. Management has elected to only adopt new accounting standards in effect at the date fresh-start reporting is adopted and to not early adopt standards eligible for early adoption.

3. Discontinued Operations:

On August 15, 2007, the Bankruptcy Court approved the sale of the Atwood Mobile Products business segment to Atwood Acquisition Co. LLC (the “Buyer”) for an aggregate cash consideration of $160.2 million. Certain liabilities related to environmental and pension and postretirement benefit plans have not been assumed by the buyer, but were retained by the Company. On August 27, 2007, the Atwood sale closed, and the proceeds of the sale were used to pay down a portion of the funds owed under the DIP Term Loan and the DIP Revolver. As per the settlement agreement and mutual release between the Debtors and the Buyer dated March 28, 2008, the purchase price was subsequently reduced by $7.5 million based on changes in working capital as defined in the asset purchase agreement. The $7.5 million of purchase price adjustments consisted primarily of disputes related to differences in policies for accounting for warranties, vacation, and other accruals, and certain inventory adjustments. As of December 31, 2007, Atwood’s purchase price adjustment reserve was $6.7 million, which is reported under the “Accrued Liabilities” section of the consolidated balance sheet.

In accordance with SFAS 144, the Atwood Mobile Products operating results and the loss on the sale have been shown as discontinued operations for all periods presented in the accompanying consolidated financial statements.

Summarized operating results for Atwood Mobile Products and its sale included in discontinued operations are (in thousands):


	2007			2006		2005
Revenue	$	198,338		$	338,755	$	363,227
Gross profit		11,344			27,131		34,720
Operating income		3,718			15,411		23,377
Income before income taxes		3,632			15,320		23,276
Income taxes		1,557			6,289		8,232
Loss on sale of operation, net of income taxes of $13,980		(29,993	)		—		—

Net income (loss)		(27,918	)		9,031		15,044

Atwood Mobile Products’ assets and liabilities reclassified to discontinued operations at December 31, 2006, were as follows (in thousands):


Current assets of discontinued operations:
Accounts receivable	$	18,146
Inventories		31,508
Other current assets		938

	$	50,592


Noncurrent assets of discontinued operations:
Property, plant and equipment, net	$	30,523
Goodwill		73,992
Other noncurrent assets		8,481

	$	112,996


Current liabilities of discontinued operations:
Accounts payable	$	3,273
Accrued expenses		3,801

	$	7,074


Noncurrent liabilities of discontinued operations:
Deferred taxes	$	2,956
Other noncurrent liabilities		297

	$	3,253

On September 25, 2006, we completed the sale of Dura Automotive Systems Köhler GmbH to an entity controlled by Hannover Finanz GmbH, headquartered in Hannover, Germany. The sale agreement was executed in September 2006. We received approximately $18.5 million in net cash consideration for the sale. No continuing business relationship exists between this former

subsidiary and us. The divestiture is part of Dura’s evaluation of strategic alternatives for select German operations, as previously announced in February 2006.

In accordance with SFAS 144, the Dura Automotive Systems Köhler GmbH operating results and the gain on the sale have been shown as discontinued operations for all periods presented in the accompanying consolidated financial statements.

Summarized operating results for Dura Automotive Systems Köhler GmbH and its sale included in discontinued operations are (in thousands):


	2006		2005
Revenue	$	38,975	$	52,699
Gross profit		4,350		6,920
Operating income		3,802		6,139
Income before income taxes		3,581		5,941
Income taxes		1,274		2,265
Gain on sale of operation, net of income taxes of $168		7,596		—

Net income		9,903		3,676

In 2006 and 2005, other discontinued operations expenses relate to continued exit activities associated with previously sold operations.

At December 31, 2007, we had remaining accruals related to the divestiture of the Mechanical Assemblies Europe business of $21.0 million, primarily related to the future net lease costs on facilities retained by us, which are through 2021. This accrual is not reported under liabilities of discontinued operations, as the Company retained this liability as part of the divestiture transaction. During the first quarter of 2008, the Company has negotiated favorable exit from the lease commitment with the landlord which resulted in a one-time non-cash lease commitment liability reversal of approximately $12.0 million.

The activity relating to this accrual is as follows (in thousands):


	2007			2006
Beginning balance	$	20,106		$	16,771
Reductions for payments made		(338	)		(1,246	)
Changes in pre-existing reserves		(375	)		906
Accretion		1,261			1,239
Foreign exchange impact		381			2,436

	$	21,035		$	20,106

During 2007, we sold other business and properties that were individually and in the aggregate insignificant and did not meet the requirements for discontinued operations reporting.

4. Facility Consolidation, Goodwill and Asset Impairment, and Other Charges:

As a part of our ongoing cost reduction and capacity utilization efforts, we have taken numerous actions to improve our cost structure. Such actions have resulted in employee termination benefits, goodwill and asset impairment charges and other incremental costs, including equipment and personnel relocation costs. These costs are reflected as facility consolidation, goodwill and asset impairments and other charges in the consolidated statement of operations and were accounted for in accordance with SFAS 88, SFAS 112, SFAS 142, SFAS 144, and SFAS 146.

In connection with the streamlining of operations during 2007, we recorded facility consolidation, goodwill and asset impairment, and other charges of $258.1 million, consisting of severance and benefit related costs of $27.6 million, $2.6 million of pension curtailment charges resulting from employee terminations, goodwill and asset impairments of $220.5 million and facility closure and other exit activity costs of $7.4 million. The $220.5 million goodwill and asset impairment charges in 2007 included $184.5 million of goodwill impairment for our Body & Glass reporting unit. In 2006, we recorded $636.9 million of goodwill impairment for our Control Systems reporting unit.

Individual facility consolidation actions, goodwill and asset impairment, and other charges were as follows:

•		The Company authorized the closure of our Pamplona, Spain operation in late 2007. We incurred severance related charges of $9.4 million during 2007. Production will be transferred to other Dura facilities. As of December 31, 2007, this facility has a severance accrual of $9.4 million.

•		In June 2007, we notified our employees at our Barcelona, Spain and Jacksonville, Florida operations that we intend to close these facilities. Production will be transferred to other Dura facilities. We incurred severance related charges of $0.8 million for our Barcelona, Spain facility related to workforce reductions during 2006. As of December 31, 2007, our Barcelona and Jacksonville operations had remaining severance accruals of $4.7 and $0.5 million, respectively.

•		In April 2007, we announced the closures of the manufacturing facilities located in Brownstown, Indiana; Hannibal South, Missouri; and Selingsgrove, Pennsylvania. These facilities were closed during the third and fourth quarters of 2007. We incurred severance related charges of $0.7 million and asset impairment charges of $0.8 million for these facilities during 2007. The production at these facilities was moved to other production facilities. As of December 31, 2007, these facilities had a remaining combined severance accrual of $0.4 million.

•		In April 2007, we announced our intention to sell our jack business and our hinge and latch business. The proposed divestitures will include the sale of the facilities in Butler, Indiana and Mancelona, Michigan. During the second quarter of 2008, we announced the closure of our Mancelona, Michigan facility. We recognized asset impairment charges of $2 million related to our Butler facility in the second quarter ended July 1, 2007. The Butler facility sale was completed in December 2007, with sale proceeds of approximately $1 million.

•		In August 2006, we notified our Stratford, Ontario, Canada plant employees that the facility will be closed during 2007. The production was transferred to other Dura facilities to improve overall capacity utilization. A severance charge of $5.1 million was recorded in 2006, along with a pension curtailment charge of $1.1 million. As of December 31, 2007, Stratford had a remaining severance and benefit accrual of $0.4 million. The plant was closed in September 2007.

•		In July 2006, we notified our LaGrange, Indiana plant employees that we intended to close the facility. Production was transferred to other Dura facilities in 2007. Negotiations were completed in the third quarter of 2006 with the respective union, and a charge of $3.5 million for severance and benefits was recorded in 2006, along with a $0.5 million pension curtailment. As of December 31, 2007, LaGrange had a remaining severance and benefit accrual of $0.05 million. The plant was closed in June 2007.

•		In June 2006, we announced the proposed closing of our manufacturing facility in Llanelli, Wales, United Kingdom, in order to improve our overall capacity utilization. At that time, we were in the consultation process with Llanelli’s AMICUS trade union concerning the proposed closing, and therefore could not determine if the plant would in fact be closed. In August 2006, it was determined that the Llanelli plant would be closed after completion of negotiations with the trade union. Facility consolidation charges recorded in 2006 totaled $8.5 million, of which $7.6 million were severance related charges, $0.5 million were equipment move related charges, $0.2 million were asset impairment related charges, and $0.2 million were other restructuring charges. The facility was closed in December 2006. Other facility closure accruals of $0.4 million remain at Llanelli, UK as of December 31, 2007.

•		In May 2006, we announced that we would close our Brantford, Ontario, Canada manufacturing facility. Brantford’s production was transferred to other Dura facilities to improve overall capacity utilization. Severance related charges of $1.9 million were recorded in 2006. As of December 31, 2007, Brantford had a remaining severance and benefit accrual of $0.1 million. The plant was closed in June 2007.

•		In 2006, we incurred asset impairment charges of $6.1 million and other restructuring charges related to the movement of production for certain products of $0.7 million at our Lawrenceburg facility. As of December 31, 2007, Lawrenceburg had no remaining severance and benefit accrual.

•		During the fourth quarter of 2005, we began the streamlining of our Bracebridge, Ontario, Canada plant with an anticipated completion in 2007. Certain employee severance related charges totaling $1.0 million were incurred in 2005. During 2006, this facility incurred additional severance costs of $1.6 million related to further workforce reductions, asset impairment charges of $3.0 million relating to the loss of the GMT 800/900 platform seat track production, $2.3 million relating to the announced closure of the facility, and $0.9 million of pension curtailment charges. In 2007, we had $4.6 million of the severance accrual remaining related to these 2005 and 2006 events. During the first quarter of 2007, we announced a plan to close this facility. The plant was closed in December 2007 and production was transferred to other Dura locations. As a result of the announced plant closure, we incurred severance costs of $4.6 million, asset impairments of $1.6 million and $2.6 million of pension curtailment charges in

		2007. As of December 31, 2007, Bracebridge had $4.6 million of severance accrual remaining related to the 2007 restructuring event.

•		We announced during the third quarter of 2005 a plan to streamline our Einbeck, Germany manufacturing operation. This action resulted in a severance cost of $0.3 million in 2005 and $1.5 million in 2006, as well as an additional $0.1 million of other restructuring costs associated with 2006 production moves, as we continued to streamline the operations at this facility. As of December 31, 2007, Einbeck had no remaining severance and benefit accrual.

•		During the second quarter of 2005, in order to improve capacity utilization, we announced a plan to restructure our Plettenberg, Germany manufacturing operations during 2005 and 2006. In the third quarter of 2005, we received approval for this action from the appropriate Workers’ Council and Union. Severance related costs of $3.2 million were recorded in 2005 and $0.7 million in 2006. This action was completed by the end of 2007.

•		In 2005, we began a centralization of our North America enterprise resource system and certain support functions. Related severance costs of $1.3 million were incurred in 2005.

•		In 2004, we announced a plan to exit our Brookfield, Missouri facility and combine the business with other operations. We incurred $0.1 million of restructuring costs for this exit activity in 2006 and $0.9 million in 2005.

•		In 2004, we exited our Pikeville, Tennessee, facility and combined the business with other operations. This action is complete and resulted in restructuring charges of $0.1 million in 2006 and $0.2 million in 2005.

•		In 2004, we announced a plan to exit our Rockford, Illinois, facility and combine the business with other operations and relocate our Atwood Mobile Products division headquarters from Rockford, Illinois, to Elkhart, Indiana. This action is complete and resulted in total charges of $0.3 million in 2005.

•		Other severance and benefit accruals totaling $1.3 million remain at December 31, 2007 for the following locations: Rotenburg, Germany; Lage, Germany; La Talaudiere, France; and Fremont, Michigan.

We continue to incur exit activity related charges on closed facilities for which we are seeking buyers. In accordance with SFAS 146, such expenses are recorded in the period they are incurred.

The activity relating to the accruals for facility consolidation, goodwill and asset impairment, and other charges, for the years ended December 31, 2007 and 2006, is as follows (in thousands):


							Facility
	Employee			Goodwill and			Closure,
	Termination			Asset			Curtailments and
	Benefits			Impairment			Other Costs⁽¹⁾			Total
Balance at December 31, 2005	$	3,952			—			521		$	4,473
Charges		23,134			656,950			4,080			684,164
Cash utilization		(13,173	)		—			(2,473	)		(15,646	)
Noncash/ foreign exchange impact/ other		(318	)		(656,950	)		(2,128	)		(659,396	)

Balance at December 31, 2006	$	13,595			—			—		$	13,595

Charges		27,606			220,458			10,036			258,100
Cash utilization		(21,022	)		—			(6,374	)		(27,396	)
Noncash/ foreign exchange impact/ other		1,264			(220,458	)		(3,248	)		(222,442	)

Balance at December 31, 2007	$	21,443			—			414		$	21,857


⁽¹⁾		These amounts include a pension curtailment charge of $2.6 million for the Bracebridge, Ontario plant in 2007 and $2.2 million in 2006 for the Bracebridge, Ontario; Stratford, Ontario; and LaGrange, Indiana operations.

During the first quarter of 2008, we notified our employees at our Gladwin, Michigan operation that we intend to close this facility. Expected closure costs for this facility total $2.7 million. Production will be transferred to other Dura facilities.

During the second quarter of 2008, we notified our employees at our Mancelona, Michigan operation that we intend to close this facility. Production will be transferred to other Dura facilities. Expected closure costs for this facility total $4.5 million. The Mancelona facility was closed in September 2008.

5. Stockholders’ Deficit:

Earnings Per Share:

Basic earnings per share was computed by dividing net income (loss) by the weighted average number of Class A common shares outstanding during the year. Diluted earnings per share for the years ended December 31, 2007, 2006 and 2005 includes the effects of outstanding stock options using the treasury stock method. (In thousands, except per share amounts):


	Years Ended December 31,
	2007			2006			2005
Net income (loss) applicable to common stockholders	$	(472,802	)	$	(910,657	)	$	1,814

Weighted average number of Class A common shares outstanding		18,904			18,867			18,709
Weighted average number of Class B common shares outstanding		—			—			—

		18,904			18,867			18,709

Dilutive effect of outstanding stock options after application of the treasury stock method		—			—			152

Diluted shares outstanding		18,904			18,867			18,861

Basic earnings (loss) per share:
Loss from continuing operations	$	(23.53	)	$	(49.31	)	$	(0.91	)
Income (loss) from discontinued operations		(1.48	)		0.99			1.01
Cumulative effect of change in accounting principle		—			0.05			—

Net income (loss)	$	(25.01	)	$	(48.27	)	$	0.10

Diluted earnings (loss) per share:
Loss from continuing operations	$	(23.53	)	$	(49.31	)	$	(0.91	)
Income (loss) from discontinued operations		(1.48	)		0.99			1.01
Cumulative effect of change in accounting principle		—			0.05			—

Net income (loss)	$	(25.01	)	$	(48.27	)	$	0.10

Potential common shares of 5,289,020 for 2007 and 2006 and 4,814,083 for 2005 related to our outstanding stock options were excluded from the computation of diluted earnings per share as inclusion of these options would have been anti-dilutive. Potential common shares of 1,288,630 related to our Preferred Securities were excluded from the computation of diluted earnings per share for 2006 and 2005, as the inclusion of these shares would have been anti-dilutive.

As of December 31, 2007, there were 18,904,222 shares of Class A common stock, and no shares of Class B common stock outstanding.

As of the Effective Date, all of our previously outstanding shares of Class A common stock were cancelled for no consideration pursuant to the terms of the Confirmed Plan.

The 1998 Stock Incentive Plan:

Certain individuals who are full-time, salaried employees of Dura (Employee Participants) are eligible to participate in the 1998 Stock Incentive Plan (“the 1998 Plan”). A committee of the Board of Directors selects the Employee Participants and determines the terms and conditions of granted 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 Dura Class A common stock plus any shares carried over from the 1996 Key Employee Stock Option Plan (“the 1996 Plan”) plus an annual increase, as defined in the 1998 Plan, subject to certain adjustments reflecting changes in our capitalization. Such option grants vest up to four years from the date of grant. On October 27, 2005, the Compensation Committee (Committee) of the Board of Directors approved the acceleration of all out-of-the-money unvested stock options outstanding on that date. This plan was suspended on October 30, 2006 upon filing for Chapter 11. Information regarding options outstanding from the 1996 Plan and the 1998 Plan is as follows:


					Weighted
	Shares				Average		Exercisable
	Under		Exercise		Exercise		At End of
	Option		Price		Price		Year
Outstanding, December 31, 2006		5,289,020		$3.70—38.63	$	10.21		5,289,020
Granted		—		—		—		—
Exercised		—		—		—		—
Forfeited		—		—		—

Outstanding, December 31, 2007		5,289,020	$	3.70—38.63	$	10.21		5,289,020

The following table summarizes information about stock options outstanding at December 31, 2007:


	Options Outstanding						Options Exercisable
			Weighted-
Range of	Number		Average		Weighted-		Number		Weighted-
Exercisable	Outstanding		Remaining		Average		Exercisable		Average
Options	at 12/31/07		Contractual Life		Exercise Price		at 12/31/07		Exercise Price
$ 3.70 to 4.27		1,337,875		8.4	$	3.70		1,337,875	$	3.70
5.60 to 7.02		645,375		6.2		6.76		645,375		6.76
7.50		693,185		4.1		7.50		693,185		7.50
8.25 to 9.52		1,358,050		6.8		9.36		1,358,050		9.36
13.50 to 17.27		660,950		4.4		15.02		660,950		15.02
20.75 to 29.25		543,585		1.6		27.42		543,585		27.42
38.63		50,000		1.3		38.63		50,000		38.63

		5,289,020		5.9	$	10.21		5,289,020	$	10.21

The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2007 and 2006 was zero.

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 our Class A common stock, subject to certain adjustments reflecting changes in our capitalization. The option exercise price must be at least 100% of the market value of the Class A common stock at the time the option is granted. Such option grants vest six months from the date of grant. This plan was suspended on October 30, 2006 upon filing for chapter 11. As of October 30, 2006, we had granted options under the Director Option Plan to acquire 21,000 shares of our Class A common stock at an exercise price of $24.50 to $25.50 per share.

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 1,000,000 shares of our 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 our Class A common stock at the date of purchase, as defined. Pursuant to this plan, 129,274 and 131,343 shares of Class A common stock were issued to employees during the years ended December 31, 2006 and 2005, respectively. The weighted average fair value of shares purchased in 2006 and 2005 was $2.05 and $4.51, respectively. This plan was suspended as of September 30, 2006.

Deferred Income Leadership Stock Purchase Plan:

During 1999, we established the Deferred Income Leadership Stock Purchase Plan, which allows certain employees to defer receipt of all or a portion of their annual cash bonus. Eligible employees may receive a matching contribution of one-third of their deferral. The vesting of the matching contribution occurs on the first day of the third plan year following the date of the employees’ deferral. In accordance with the terms of the plan, the employee deferrals and our matching contribution may be placed in a “Rabbi” trust, which invests solely in our Class A common stock. As of the years ended December 31, 2006 and 2005, there were 8,061 and 16,868 shares, respectively, purchased through open market transactions that had been distributed to employees. This plan was suspended on October 30, 2006 upon filing for chapter 11. As of October 30, 2006, we have purchased on the open market 71,699 shares currently held in the “Rabbi” trust. These shares have not been distributed to employees. In addition, 34,086 shares have not been purchased for future obligations. This trust arrangement offered the employee a degree of assurance for ultimate payment of benefits without causing constructive receipt for income tax purposes. Distributions to the employee can only be made in the form of our Class A common stock. Under the terms of the plan, we had the option to buy the shares to be distributed in the open market or

issue shares that had been authorized under the plan. The plan provided for the issuance of up to 500,000 shares of our Class A common stock, however, at the date of suspension no shares were issued. Upon filing for chapter 11, obligations under this Plan were considered prepetition liabilities that are subject to compromise. The assets (purchased shares of Company stock) of the trust remain subject to our creditors and are not the property of the employees; therefore, they are included as a separate component of stockholders’ investment (deficit) under the caption Treasury Stock.

Director Deferred Stock Purchase Plan:

During 2000, we established the Director Deferred Stock Purchase Plan, which allows outside directors to defer receipt of all or a portion of their annual director retainer fee. Eligible directors may receive a matching contribution of one-third of their deferral. The vesting of the matching contribution occurs on the first day of the third plan year following the date of a directors’ deferral. In accordance with the terms of the Plan, the director’s deferral and our matching contribution may be placed in a “Rabbi” trust, which invests solely in our Class A common stock. For the years ended December 31, 2006 and 2005, there were 11,260 and 36,460 shares, respectively, purchased through open market transactions that had been distributed to directors. This plan was suspended on October 30, 2006 upon filing for chapter 11. As of October 30, 2006, we have purchased on the open market 92,663 shares currently held in the “Rabbi” trust. These shares have not yet been distributed to individual directors. No shares had been distributed prior to 2004. In addition, 271,037 shares have yet to be purchased for future obligations. This trust arrangement offered the director a degree of assurance for ultimate payment of benefits without causing constructive receipt for income tax purposes. Distributions to the director could only be made in the form of our Class A common stock. Under the terms of the plan, we had the option to buy the shares to be distributed in the open market or issue shares that had been authorized under the plan. The plan provided for the issuance of up to 200,000 shares of our Class A common stock, however, at the date of suspension no shares were issued. Upon filing for chapter 11, obligations under this Plan were considered prepetition liabilities that are subject to compromise. The assets of the trust remain subject to our creditors and are not the property of the directors; therefore, they are included as a separate component of stockholders’ investment (deficit) under the caption Treasury Stock.

Cancellation of Equity Plans

Stock-Based Compensation Plans:

On January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123(R), Share-Based Payment (“SFAS 123(R)”), requiring us to recognize expense related to the fair value of our stock based compensation awards. We elected the modified prospective transition method as permitted by SFAS 123(R). Under this transition method, any stock based compensation expense includes: (a) compensation expense for all stock based compensation awards granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, Accounting for Stock Based Compensation (“SFAS 123”); and (b) compensation expense for all stock based compensation awards granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R).

The following tables illustrate our pro forma net income (loss) and pro forma earnings (loss) per share under the fair value recognition provisions of SFAS 123 to stock-based compensation during the year ended December 31, 2005 (in thousands, except per share amounts):


	2005
Net income, as reported	$	1,814
Add: Stock based compensation expense included in reported net income, net of tax		—
Deduct: Stock based compensation expense determined under fair value method for all awards, net of tax		(10,152	)

Net loss	$	(8,338	)

Basic loss per share:
As Reported		0.10
Pro Forma		(0.45	)
Diluted loss per share:
As Reported		0.10
Pro Forma		(0.45	)

On October 27, 2005, the Compensation Committee (Committee) of the Board of Directors approved the acceleration of all out-of-the-money unvested stock options outstanding on that date. The Committee prescribed that October 27, 2005’s closing price of our Class A Common Stock as quoted on the Nasdaq Stock Market (“Nasdaq”) be used to determine which outstanding unvested stock options are out-of-the-money. With the prescribed closing quoted stock price being $3.28 per share, all outstanding unvested stock options (2.7 million) issued by the Company became fully vested. The acceleration of the out-of-the money options was undertaken to avoid future compensation expense that would be required to be recognized when we adopted SFAS 123(R) on January 1, 2006. Future SFAS 123(R) pre-tax expense avoided by this acceleration for the following three years is $3.0 million in 2007, $1.6 million in 2008 and $0.3 million in 2009. This avoided SFAS 123(R) expense was required to be fully recognized in the 2005 pro forma net income presented above.

On May 31, 2006, the Compensation Committee of our Board of Directors made 1,600,000 performance based share grants to the Company officers comprising our Leadership Team. The fair value at the grant date was $2.31 per share. The performance shares would expire May 31, 2008, if the required performance goal was not satisfied as determined by the Compensation Committee. The required performance goal established by the Compensation Committee is the completion of a material improvement in the Company’s consolidated balance sheet. The Compensation Committee had concluded that as of December 31, 2006, it is less than likely that the stated goal will be obtained given current industry conditions. Accordingly, no related expense was recorded in the statement of operations for 2006. Thus, as prescribed by SFAS No. 128, Earnings Per Share (“SFAS 128”), these shares are not included in basic or dilutive earnings per share calculations because the contingency for issuance was not met and because they are anti-dilutive. This plan was suspended on October 30, 2006 upon filing for chapter 11.

As noted above, the Employee Stock Purchase Plan was suspended on September 30, 2006. The effect of the stock issued under the Employee Stock Purchase Plan was not material for 2006.

The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the principal following weighted average assumptions in 2005: risk-free interest rate of 3.70%, expected life of four years and an average expected volatility of 64%.

On the Effective Date and pursuant to the Confirmed Plan, the stock-based compensation plans were terminated and each outstanding award issued thereunder was cancelled for no consideration.

Dividends:

We have not declared or paid any cash dividends in the past. As discussed in Note 6 to the consolidated financial statements, our DIP Credit Agreement prohibited dividends to be declared or paid. In addition, declared dividends, if any, would require Court approval.

6. Debt:

Due to the chapter 11 filings, outstanding prepetition long-term debt of the Debtors has been reclassified to the caption Liabilities Subject to Compromise (refer to Note 2 to the consolidated financial statements) on the consolidated balance sheet as of December 31, 2007 and 2006.

The following is a summary of long-term debt at December 31, 2007 and 2006, including current maturities, and unsecured long-term debt included in liabilities subject to compromise (in thousands):


	December 31
	2007					2006
	Subject to					Subject to
	Compromise			Debt		Compromise			Debt
Debtors—In—Possession (“DIP”) Credit Agreements
Second lien term loan	$	—		$	104,414	$	—		$	165,000
Revolving credit facility		—			33,069		—			—
Prepetition Credit Agreement:
Second lien term loan		225,000			—		225,000			—
Senior unsecured notes		400,000			—		400,000			—
Senior subordinated notes		533,858			—		532,872			—
Convertible trust preferred securities		55,250			—		55,250			—
Deferred gain on interest rate swap, net		8,976			—		8,976			—
Debt issue costs, net		(15,527	)		—		(15,527	)		—
Accounts receivable factoring		—			7,586		—			—
Other		—			5,262		—			7,275

		1,207,557			150,331		1,206,571			172,275
Less — Current maturities		—			146,958		—			169,679

	$	1,207,557		$	3,373	$	1,206,571		$	2,596

In accordance with the Court-approved first day motion, the Company continued in 2007 to accrue and pay the interest on its Second Lien Term Loan whose principal balance is subject to compromise. Interest on unsecured prepetition debt, other than the Second Lien Term Loan, has not been accrued as provided for under the U.S. Bankruptcy Code and the requirements of SOP 90-7.

Debtors-In-Possession (“DIP”) Financing

The Term Loan DIP Agreement provided for up to $165 million term loan and up to a $20 million pre-funded synthetic letter of credit facility and the Revolving DIP Agreement provided for an asset based revolving credit facility for up to $115 million, subject to borrowing base and availability terms, with a $5 million sublimit for letters of credit. The total amount available for borrowing under the Revolving DIP Agreement as of December 31, 2007 was $14.9 million. Borrowings under the DIP Credit Agreement were used to repay outstanding amounts and support outstanding letters of credit under DOC’s existing asset based revolving credit facility, terminated interest rate swaps liabilities, payment of certain adequate protection payments, professionals’ fees, transaction costs, fees and expenses incurred in connection with the DIP Credit Agreements, other prepetition expenses, to provide working capital and for other general corporate purposes. Obligations under the DIP Credit Agreements were secured by a lien on the assets of the Debtors (which lien will have first priority with respect to many of the Debtors’ assets) and by a superpriority administrative expense claim in each of the Cases. The DIP Term Loan is fully funded, with a balance of $165 million as of December 31, 2006 and $104.4 million as of December 31, 2007.

The DIP Credit Agreements bear interest as follows: (a) in the case of borrowings under the Revolving DIP Agreement, at the Borrower’s option, (i) at the Base Rate plus 0.75% per annum or (ii) at the reserve adjusted LIBOR Rate plus 1.75% per annum; and (b) in the case of borrowings under the Term Loan DIP Agreement, at the Borrower’s option, (i) at the Base Rate plus 2.25% per annum or (ii) at the reserve adjusted LIBOR Rate plus 3.25% per annum. In addition, the DIP Credit Agreements obligate the Debtors to pay certain fees to the Lenders, as described in the DIP Credit Agreements. The interest rate used under the Revolving DIP Agreement was 8% (Base Rate of 7.25% plus 0.75% per annum) and the interest rate used under the Term Loan DIP Agreement was 8.09% (LIBOR Rate of 4.84% plus 3.25% per annum) as of December 31, 2007.

The Debtors’ obligations under the DIP Credit Agreements may be accelerated following certain events of default, including (without limitation) any breach by the Debtors of any of the representations, warranties, or covenants made in the DIP Credit Agreements or the conversion of any of the chapter 11 filings to a case under chapter 7 of the Bankruptcy Code or the appointment of a trustee pursuant to chapter 11 of the Bankruptcy Code.

outstanding revolving loans under the Revolving DIP Credit Agreement. Obligations under the New Term Loan DIP Agreement are secured by a lien on the assets of the Debtors (which lien will have first priority with respect to many of the Debtors’ assets) and by a superpriority administrative expense claim in each of the Chapter 11 cases.

The Revolver Amendment amended the terms of the existing Revolving DIP Credit Agreement to, among other things, (i) extend its final maturity date from January 31, 2008 to June 30, 2008, (ii) reduce the commitment from $115 million to $90 million, (iii) delete the minimum EBITDA covenant and amend the budget compliance covenant to provide for a 25% cushion during the months of February and March and a 20% cushion thereafter, in each case with respect to the amount budgeted for revolver borrowings during such time, (iv) permit the Debtors to retain certain asset sale proceeds, (v) amend the Revolving DIP Credit Agreement to include certain representations, warranties and covenants contained in the New Term Loan DIP Agreement, (vi) include a covenant requiring the Debtors to meet certain milestones in their restructuring plan, (vii) amend the excess availability covenant to increase the minimum excess availability requirement to $25 million subject to subsequent decreases to $20 million and $15 million upon compliance with certain conditions set forth in the Revolver Amendment and (viii) increase the interest rate set forth in the Revolving DIP Credit Agreement by .50%; provided that LIBOR Rate shall not be available to the Debtors during the remaining term of the Revolving DIP Credit Agreement.

During 2007 and through the date of the settlement of the DIP credit facilities, the Company was in compliance with all of its DIP debt covenants.

As of December 31, 2007, future principal maturities of debt not subject to compromise, including capital lease obligations, are as follows (in thousands):


Year	Amount
2008	$	146,958
2009		1,192
2010		380
2011		259
2012		251
Thereafter		1,291

	$	150,331

Exit Financing

Senior Secured Revolving Credit Facility

In addition, DOC must pay certain fees to the lenders under the Senior Secured Revolving Credit Facility, including (i) annual fees in the amount of $100,000 payable to the Agent; (ii) a closing fee of $2.2 million, representing 2% of the aggregate loan amount, to be allocated among the lenders proportionately based on their respective committed amounts of the $110 million; (iii) a monthly fee initially in an amount equal to 1.0% per year on the average unused daily balance of the Senior Secured Revolving Credit Facility (less any outstanding letters of credit), to be adjusted up or down prospectively on a quarterly basis based on DOC’s Excess Borrowing Availability (as defined in the Senior Secured Revolving Credit and Guaranty Agreement); (iv) monthly fees for all letters of credit, in an amount equal to the LIBOR margin on revolving loans on the outstanding face amount of all letter of credit; (v) a premium payment in an amount equal to the amount of the Senior Secured Revolving Credit Facility commitment reduced or terminated multiplied by 1.0% during the first two years following the agreement’s closing date and 0% thereafter, in the event that the Senior Secured Revolving Credit Facility is reduced or terminated prior to the second anniversary of the closing date; and (vi) all reasonable costs and expenses, including certain legal and auditing expenses and enforcement costs and expenses of the agent and lenders.

and to fund working capital purposes and general corporate purposes. As of the Effective Date, $23.5 million was outstanding under the Senior Secured Revolving Credit Facility.

Second Lien Credit Facility

The outstanding principal balance under the Second Lien Credit Facility shall bear interest, at DOC’s election, at a rate per annum equal to (a) the ABR plus the Applicable Margin or (b) the Eurodollar Rate plus the Applicable Margin (each as defined in the Senior Secured Second Lien Credit Facility Agreement). Interest shall be payable in cash or, at the option of DOC, in kind such that all interest payments are added to the principal amount of the term loans under the Second Lien Credit Facility. In addition, DOC paid a funding fee of $8.375 million, representing 10% of the aggregate principal amount of the term loan commitments, (without taking into account any OID), which was allocated among the lenders pro rata in accordance with their respective commitments. The fee was paid by issuing 83,750 shares of New Series A Preferred Stock.

European First Lien Term Loan

the “European First Term Loan Priority Collateral”). As of the Effective Date, €32.2 million was outstanding under the European First Lien Term Loan.

European Factoring Agreements

Debt in Default

The following borrowings represent the debt agreements which are in default, and classified as liabilities subject to compromise:

Senior Subordinated Notes consists of $409.1 million denominated in U.S. dollars and $126.5 million denominated in Euros. The Euro denominated Senior Subordinated Notes have been converted to the U.S. dollars using the exchange rate applicable to October 30, 2006, the date of our filing for bankruptcy protection, which we believe will be the allowable claim amount for such debt subject to compromise. No interest expense has been accrued for on this unsecured debt from the date of our bankruptcy filing.

Cancelled Indebtedness

•

8.625% Senior Unsecured Notes of $400 million are due April 15, 2012, issued by DOC pursuant to the Indenture, dated April 18, 2002, among DOC (as issuer), certain affiliates of DOC (as guarantors), and BNY Midwest Trust Company (as trustee). The holders of these notes received approximately 95% of the common stock of the New Dura;

•

9% Senior Subordinated Notes of $533.8 million are due May 1, 2009, issued by DOC pursuant to the Indentures, dated April 22, 1999, April 22, 1999, and June 22, 2001, among DOC (as issuer), certain affiliates of DOC (as guarantors), and U.S. Bank Trust National Association (as trustee), as amended, supplemented or otherwise modified;

•

Second Lien Facility

7. Income Taxes:

The summary of income (loss) from continuing operations before income taxes and minority interest consisted of the following (in thousands):


	2007			2006			2005
United States	$	(373,095	)	$	(292,437	)	$	(50,692	)
Foreign		(62,536	)		(597,266	)		25,986

	$	(435,631	)	$	(889,703	)	$	(24,706	)

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


	Years Ended December 31,
	2007			2006			2005
Current-
United States	$	2,011		$	1,824		$	3,088
Foreign		12,251			(4,222	)		16,311

		14,262			(2,398	)		19,399


Deferred-
United States		(18,454	)		56,258			(25,526	)
Foreign		13,018			(13,629	)		(1,683	)

		(5,436	)		42,629			(27,209	)

	$	8,826		$	40,231		$	(7,810	)

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


	Years Ended December 31,
	2007			2006			2005
Federal provision at statutory rates	$	(152,471	)	$	(311,396	)	$	(8,647	)
Valuation allowance		64,099			193,975			650
Goodwill impairment		64,441			146,281			—
Capital losses not benefited/(utilized)		602			(148	)		(816	)
State taxes, net of federal income tax benefit		208			493			(618	)
Extraterritorial income exclusion benefit		0			(92	)		(641	)
Foreign provision more than U.S. tax rate		5,712			11,254			6,168
Research and development credits		191			641			(1,208	)
Tax Credits/Holidays		(1,294	)		(22	)		335
Change in tax contingency reserve		8,392			(1,320	)		(4,324	)
Other		18,946			565			1,291

	$	8,826		$	40,231		$	(7,810	)

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


	December 31,
	2007			2006
Depreciation and property basis differences	$	28,348		$	22,271
Net operating loss carryforwards		232,775			175,047
Postretirement benefit obligations		16,709			23,945
Accrued interest		13,393			17,660
Accrued compensation costs		17,656			14,628
Research and development and other credit carryforwards		10,862			9,689
Facility closure and consolidation costs		5,407			2,122
Inventory valuation adjustments		6,550			6,464
Warranty and environmental costs		7,769			3,904
Capital loss carryforward		2,267			4,241
Loss contracts		421			1,117
Bad debt allowance		1,131			1,511
Other		(5,679	)		14,051
Valuation allowance		(326,488	)		(275,914	)

	$	11,121		$	20,736

Current and noncurrent deferred tax assets and liabilities, within the same tax jurisdiction, are offset for presentation in the consolidated balance sheets. The December 31, 2007, consolidated balance sheet includes $11.1 million and $16.1 million of current and noncurrent deferred tax assets, respectively; and $2.1 million and $14.0 million of current and noncurrent deferred tax liabilities, respectively. The December 31, 2006, consolidated balance sheet includes $6.6 million and $22.1 million of current and noncurrent deferred tax assets, respectively; and $2.8 million and $5.2 million of current and noncurrent deferred tax liabilities, respectively.

The net current and noncurrent U.S. deferred tax liability as of December 31, 2007, was $0.3 million. This reflects the creation of a State deferred liability for the Michigan Business Tax netted with a deferred asset related to a future credit for the conversion of our Texas losses and a deferred asset under the new Texas Gross Margin Tax.

The valuation allowance is based on our review of all available positive and negative evidence, including our past and future performance in the jurisdictions in which we operate, the market environment in which we operate, the utilization of tax attributes in the past, the length of carryback and carryforward periods in jurisdictions and evaluation of potential tax planning strategies. At December 31, 2007, management continued to believe there is overwhelming negative evidence that the related deferred tax assets would not be realized. In the event that actual results differ from these estimates or we adjust these estimates in future periods, the effects of these adjustments could materially impact our financial position and results of operations. To the extent we recognize or can reasonably support the future realization of these U.S. deferred taxes assets, the valuation allowance will be adjusted accordingly.

We currently have $714.8 million of U.S. and foreign gross net operating loss carryforwards on which we have provided a net deferred tax benefit of $224.3 million before valuation allowance. The general time frame of the net operating loss carryforwards expiration is as follows:


	U.S.		Foreign
2008-2009	$	—	$	2.0
2010-2014		—		29.0
2015-2019		10.4		32.1
2020		9.0		2.2
2021		7.0		—
2022				6.2
2023		41.1		—
2024		25.6		—
2025		46.5		—
2026		177.0		—
2027		85.6		16.3
No expiration		—		224.8

	$	402.2	$	312.6

In addition, we currently have $8.5 million in state net operating loss carryforwards, against which we have provide a valuation allowance of $8.5 million. These net operating loss carryforwards will expire in varying amounts over the next 20 years.

We have provided deferred income tax benefits on $9.1 million of U.S. Research and Experimental credit carryforwards against which we have fully provided a valuation allowance. These carryforwards expire in the following general time periods:


Years	Amount
2015-2019	$	1.0
2020-2024		8.1

	$	9.1

Any current net operating loss carryforwards (both U.S. and foreign), R&D credits and AMT credits will be significantly impacted by our emergence from chapter 11 bankruptcy.

FIN No. 48

As a result of the adoption of FIN 48 as of January 1, 2007, we recognized a $2.4 million decrease, primarily in our long-term liabilities, with a corresponding decrease to accumulated deficit.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):


Balance at January 1, 2007	$	50,606
Increase/(decrease) – tax positions in prior periods		3,217
Increase/(decrease) – tax positions in current period		6,920
Settlements		(799	)
Lapse of statute of limitations		(99	)
Translation adjustment		1,589

Balance December 31, 2007	$	61,434

As of the adoption date, we had recorded liabilities for unrecognized tax benefits of $50.9 million (including interest and penalties of $0.3 million) of which $50.9 million, if recognized, would impact the effective tax rate (not withstanding potential valuation allowance adjustments that may result).

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision. Interest and penalties accrued as of January 1, 2007 and December 31, 2007 are $0.3 and $1.2 million, respectively. For calendar 2007, we recognized $0.9 million of interest and penalties in our statement of operations.

We file U.S. and state income tax returns as well as income tax returns in several foreign jurisdictions. Foreign taxing jurisdictions significant to us include Germany, United Kingdom, Czech Republic, France and Brazil. In the U.S., federal income tax returns for years prior to 2002 have been examined by the IRS, and are currently under examination for 2002.

9. Employee Benefit Plans:

Defined Benefit Plans and Postretirement Benefits:

We sponsor 12 defined benefit type plans that cover certain current and former hourly and salaried employees in the U.S., Canada and certain European countries. Our policy is to make annual contributions to the plans to fund the normal cost as required by local regulations. In addition, we have 8 postretirement medical benefit plans for certain employee groups and have recorded a liability for our estimated obligation under these plans. The tables below are based on measurement dates of September 30 for U.S. plans, and December 31 for non-U.S. plans.

On December 31, 2006, we adopted SFAS 158, which requires recognition of the overfunded or underfunded status of defined benefit and retiree medical plans as an asset or liability, with future changes in the funded status recognized through other comprehensive income in the year in which they occur. Previously, under SFAS 132(R), certain intangible assets were reflected rather than charging such amounts to other comprehensive income. Intangible assets related to defined benefit and retiree medical at December 31, 2006 (before adjustment), and December 31, 2005, amounted to $2.9 million and $6.2 million, respectively. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. Unrecognized prior service costs or credits, net actuarial gains or losses and net transition obligations as well as subsequent changes in the funded status are recognized as a component of accumulated comprehensive loss in stockholders’ equity. Additional minimum pension liabilities and related intangible assets are derecognized upon adoption of the new standard. This Statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions, effective for fiscal years ending after December 15, 2008. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective for Dura at the end of fiscal year 2006 and the requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for Dura at the end of fiscal year 2008. The adoption of SFAS 158 increased total liabilities by $0.6 million and decreased total shareholders’ equity by $4.9 million, net of tax at December 31, 2006. The adoption of SFAS 158 had no impact on our consolidated results of operations.

In accordance with the requirements of SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits (“SFAS 88”), we recognized curtailment expenses and special termination benefits totaling approximately $3.0 million in 2007 related to the Canadian benefit plans, and $2.2 million in 2006 related to the Canadian benefit plans and our LaGrange location benefit plan, as a result of exit activities discussed in Note 4 to the consolidated financial statements.

The change in benefit obligation, plan assets and funded status for the plans related to continuing operations consisted of the following (in thousands):


	Pension Plans in Which
	Accumulated Benefits						Postretirement Benefits
	Exceed Assets						Other than Pensions
	2007			2006			2007			2006
Change in Benefit Obligation:
Benefit obligation at beginning of year	$	164,776		$	160,578		$	21,554		$	20,258
Service cost		1,084			2,268			228			669
Interest cost		7,995			8,223			1,132			1,072
Plan participants’ contributions		—			(873	)		378			494
Amendments		—			—			—			—
Curtailments		2,400			130			(4,527	)		(2,615	)
Actuarial (gain)/loss		(3,218	)		1,670			(643	)		3,757
Prior service cost		—			—			2,653			—
Benefits paid		(10,462	)		(9,531	)		(2,128	)		(2,097	)
Exchange rate changes		9,179			2,311			2,107			16

Benefit obligation at end of year	$	171,754		$	164,776		$	20,754		$	21,554

Change in Plan Assets:
Fair value of plan assets at beginning of year	$	96,979		$	91,138		$	—		$	—
Actual return on plan assets		5,564			6,931			—			—
Employer contributions		8,843			8,120			1,782			2,097
Plan participants’ contributions		—			—			741			—
Benefits paid		(10,462	)		(9,531	)		(2,128	)		(2,097	)
Settlement		(527	)		—			—			—
Exchange rate changes		6,062			321			—			—

Fair value of plan assets at end of year	$	106,459		$	96,979		$	395		$	—

Underfunded status	$	(65,295	)	$	(67,797	)	$	(20,359	)	$	(21,554	)

The amounts recognized in the consolidated balance sheet are as follows (in thousands):


							Postretirement Benefits
	Pension Benefits						Other than Pensions
	Years Ended December 31,						Years Ended December 31,
	2007			2006			2007			2006
Current liabilities		(330	)		(130	)		(2,151	)		(1,307	)
Noncurrent liabilities		(45,095	)		(47,797	)		(18,208	)		(20,247	)
Liabilities subject to compromise		(19,870	)		(19,870	)		—			—

Net amount recognized	$	(65,295	)	$	(67,797	)	$	(20,359	)	$	(21,554	)

Amounts not yet recognized in net periodic benefit cost and included in accumulated other comprehensive income (pre-tax) are as follows (in thousands):


					Postretirement Benefits
	Pension Benefits				Other than Pensions
	Years Ended December 31,				Years Ended December 31,
	2007		2006		2007			2006
Prior service cost (benefit)	$	3,375	$	4,309	$	(362	)	$	(1,433	)
Net actuarial loss		40,946		43,759		721			4,348

Accumulated other comprehensive loss ⁽¹⁾	$	44,321	$	48,068	$	359		$	2,915


⁽¹⁾		The reported amounts are shown on a gross basis and do not include taxes and certain foreign currency translation adjustments.

The estimated amount that will be amortized from accumulated other comprehensive income into net periodic benefit costs in 2008 is as follows:


	Pension		Postretirement
	Benefits		Benefits
Prior service cost (benefit)	$	7	$	(154	)
Net actuarial loss (gain)		2,488		(157	)

Total estimated 2008 amortization	$	2,495	$	(311	)

As of December 31, 2007 and 2006, the accumulated benefit obligation for all defined benefit pension plans was $171.5 million and $164.3 million, respectively. As of December 31, 2007 and 2006, the accumulated benefit obligations and projected benefit obligations for all major defined benefit and postretirement medical benefit plans exceeded the plan assets.

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


										Postretirement Benefits
	Pension Benefits									Other than Pensions
	Years Ended December 31,									Years Ended December 31,
	2007			2006			2005			2007			2006			2005
Service cost	$	1,084		$	2,268		$	2,197		$	228		$	669		$	650
Interest cost		7,995			8,223			8,300			1,132			1,072			1,341
Expected return on plan assets		(7,285	)		(6,716	)		(6,677	)		—			—			—
Amendments		—			—			—			—			—			(3,563	)
Curtailment expense		3,293			2,517			—			(340	)		(358	)		—
Amortization of prior service benefit		140			1,087			1,366			(65	)		(109	)		(7	)
Recognized actuarial loss		3,064			2,943			1,286			175			229			154

Net periodic benefit cost	$	8,291		$	10,322		$	6,472		$	1,130		$	1,503		$	(1,425	)

Continuing operations	$	8,291		$	10,322		$	6,452		$	1,130		$	1,503		$	(1,425	)
Discontinued operations (1)		—			—			20			—			—			—

Net periodic benefit cost	$	8,291		$	10,322		$	6,472		$	1,130		$	1,503		$	(1,425	)


(1)		As per the sales agreement of Atwood Mobile Products (as discussed in Note 3 to the consolidated financial statements), the Company assumed all of the pension benefit liabilities of $13.8 million and postretirement benefit liabilities of $4.4 million of Atwood as of December 31, 2007 upon its sale.

The following weighted-average assumptions were used to determine benefit obligations:


										Post-retirement Benefits
	Pension Benefits									Other than Pensions
	2007			2006			2005			2007			2006			2005
Discount rate		5.83	%		5.40	%		5.28	%		5.97	%		5.32	%		5.00	%
Rate of compensation increase		2.01	%		2.01	%		1.65	%		N/A			N/A			N/A

The following weighted-average assumptions were used to determine net periodic benefit costs:


										Post-retirement Benefits
	Pension Benefits									Other than Pensions
	2007			2006			2005			2007			2006			2005
Discount rate		5.39	%		5.25	%		5.51	%		5.32	%		5.32	%		5.00	%
Expected return on plan assets		7.18	%		7.38	%		7.40	%		N/A			N/A			N/A
Rate of compensation increase		2.01	%		2.01	%		1.65	%		N/A			N/A			N/A

We employ a building block approach in determining the expected long-term rate of return for plan assets. Historical markets are studied and long-term historical relationships between equities and fixed income are presumed to be consistent with the widely-accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. The expected long-term portfolio return is established via a building block approach with proper consideration of diversification and rebalancing. Peer data and historical returns are reviewed to check for reasonableness and appropriateness. Assumptions used by management to develop the discount rates used for the Canadian pension and postretirement benefit plans were based on the wind-up of the plans over the next five years, as required under the Canadian laws.

The following health care cost trend rates were used to account for the plans:


	2007			2006			2005
Health care cost trend rate assumed for next year		8.00—12.00	%		9.00—12.00	%		9.00—13.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		5.00—6.00	%		5.00—6.00	%		5.00—6.00	%
Year that the rate reaches the ultimate trend rate		2010—2013			2010—2013			2010—2013

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):


	One Percentage-Point		One Percentage-Point
	Increase		Decrease
Effect on total of service and interest cost components	$	108	$	(91	)
Effect on the post-retirement benefit obligation		1,775		(1,547	)

Our U.S. pension plan weighted-average asset allocations at the September 30, 2007, 2006 and 2005 measurement dates were as follows:


	Pension Benefits
	2007			2006			2005
Equity securities		62	%		62	%		63	%
Debt securities		37	%		37	%		37	%
Other		1	%		1	%		—	%

Total		100	%		100	%		100	%

The investment strategy for the U.S. defined benefit pension plans is becoming more conservative due to the cessation of accepting new participants. The focus is on diminishing the under funding of $11.1 million at December 31, 2007, and at the same time protecting the participants’ positions. The current target investment mix is approximately 60% in equity securities and 40% in fixed income and debt securities.

Our foreign pension plan weighted-average asset allocations at the September 30, 2007, 2006 and 2005 measurement dates were as follows:


	Pension Benefits
	2007			2006			2005
Equity securities		64	%		64	%		60	%
Debt securities		33	%		32	%		34	%
Other		3	%		4	%		6	%

Total		100	%		100	%		100	%

The investment strategy for the foreign defined benefit pension plans is becoming more conservative due to the cessation of accepting new participants. The focus is on diminishing the under funding of $54.2 million at December 31, 2007, and at the same time protecting the participants’ positions. The current target investment mix is 60% in equity securities and 40% in fixed income and debt securities.

We employ a total return on investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks as well as growth, value, and small and large capitalization companies. Other assets such as real estate, private equity, and hedge funds are used judiciously to enhance long-term returns while improving portfolio diversification. Derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews.

We expect to contribute $9.9 million to our pension plans and $2.2 million to our postretirement medical benefit plans in 2008.

The following table presents our projected benefit payments as of December 31, 2007 (in thousands):


Year	Pension		Post-Retirement
2008	$	9,143	$	2,200
2009		9,208		2,009
2010		9,556		1,880
2011		9,594		1,730
2012		9,999		1,660
Thereafter		90,349		7,072

Retirement Savings Plans:

We sponsor 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, we may match certain of the participants’ contributions and/or provide employer contributions based on our performance and other factors. Our contributions totaled $3.5 million, $4.9 million, and $3.9 million during 2007, 2006, and 2005, respectively. We did not make any discretionary contribution to the U.S. savings plan in 2007.

10. Commitments and Contingencies:

Leases:

We lease office space, manufacturing space and certain equipment under capital and operating lease agreements which require us to pay maintenance, insurance, taxes and other expenses in addition to annual commitments. Of these lease commitments, $21.0 million are included in facility closure and consolidation costs reserves. Future annual commitments at December 31, 2007, under these leases are as follows (in thousands):


	Capital		Operating
Year	Leases		Leases		Total
2008	$	423	$	17,692	$	18,115
2009		309		13,347		13,656
2010		233		11,225		11,458
2011		259		11,132		11,391
2012		251		6,228		6,479
Thereafter		1,292		29,848		31,140

Total lease liability recorded as of December 31, 2007	$	2,767	$	89,472	$	92,239

Operating rental expenses were approximately $23 million, $32 million and $37 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Litigation:

We are involved in various legal proceedings. Due to their nature, such legal proceedings involve inherent uncertainties, including, but not limited to, court rulings, negotiations between affected parties and governmental intervention. We have established reserves for matters that are probable and reasonably estimable in amounts we believe are adequate to cover reasonable adverse judgments not covered by insurance. Based upon the information available to us and discussions with legal counsel, it is our opinion that the ultimate outcome of the various legal actions and claims that are incidental to our business will not have a material adverse impact on our consolidated financial position, results of operations, or cash flows; however, such matters are subject to many uncertainties, and the outcome of individual matters are not predictable with assurance. See Note 2 to the consolidated financial statements for further discussion.

Concentrations of Risk

11. Related Party Transactions:

During April 2004, Onex Corporation, our controlling shareholder at that time, converted all of its remaining Class B common stock into Class A common stock, resulting in a single class of voting shares outstanding and effectively eliminated their majority voting control over our shareholder matters. As a result, during June 2004, we entered into change of control agreements (“the Agreements”) with certain key officers and directors. The Agreements provide for severance pay including incentive compensation, continuation of certain other benefits, gross-up of payments deemed to be excess parachute payments, additional years of credited service under our supplemental executive retirement plan and undiscounted lump-sum payment of the benefit due there under within ten days of the termination date, and indemnification of the individual with respect to certain matters associated with their employment by us. Change of control is defined as the accumulation by any person, entity or group of affiliated entities meeting

certain levels of voting power of our voting stock or the occurrence of certain other specified events, as defined in the Agreements. As of December 31, 2007, the continuation of the agreements was subject to Court approval. The Change in control benefits that would have been payable under the defined changes of control, approximates $15.4 million at December 31, 2007. In 2008, the agreements were amended in accordance with the Plan of Reorganization, and assumed by the New Dura, in connection with the emergence from Bankruptcy.

In November 2001, we entered into a definitive agreement to divest our Plastic Products business for total proceeds of $41.0 million. The transaction closed on January 28, 2002. Two members of our Board of Directors are members of management of an investor group, which is the general partner of the controlling shareholder of the acquiring company. We had a note receivable from the acquiring company for $6.0 million of the sales proceeds which we adjusted the sales proceeds to reflect the inability of the purchaser to financially meet its obligations under this note. In 2008, we received approximately $2.0 million in settlement of this note.

During 1999, we formed Automotive Aviation Partners, LLC (“AAP”) with our former Chairman to facilitate the purchase of a corporate airplane. We owned 25% of AAP and our former Chairman owned 75%. Each party provided guarantees for their ownership percent in favor of the AAP’s lending institution; our guarantee was for $1.25 million. In 2001, we loaned $1.2 million to AAP (the “Dura Loan”) to enable it to make a principal and interest payment to the lending institution. The former chairman had personally guaranteed repayment of 75% of this loan. The Dura Loan was due and payable in October 2002. Subsequently, we established a repayment schedule with our former Chairman with respect to his guarantee. In March 2004, a wholly-owned subsidiary of Dura acquired the former Chairman’s 75% interest in AAP in exchange for nominal consideration. We have repaid the loan to AAP’s lending institution and the former Chairman has been released from his guaranty to such lender. The former Chairman remained liable under his guaranty to Dura at December 31, 2005. The loan was paid off in January 2006.

In connection with Dura’s acquisition of Trident Automotive plc in April 1998, Dura entered into a consulting agreement with Mr. J. Richard Jones on April 8, 1998. Mr. Jones was subsequently appointed to the Board of Directors of Dura in May 1998 and served as a director through our emergence date from Chapter 11. Upon the execution of the consulting agreement, Mr. Jones received a cash payment of $2.0 million in connection with the termination of Mr. Jones’ prior employment agreement with Trident, and as consideration for entering into a noncompete with Dura, Mr. Jones also received options to purchase 50,000 shares of Class A Stock at an exercise price of $38.63 per share. The consulting agreement, as amended, ended on May 5, 2007, and provided that Mr. Jones was entitled to consulting payments of $300,000 per annum for the first four years of the agreement and $60,000 per annum thereafter. In addition, Mr. Jones was entitled to certain other benefits under the agreement through the first five years of the agreement, including heath care coverage, automobile and country club allowances, life insurance coverage and a lifetime annuity contract purchased by Dura. Mr. Jones received payments and other benefits under the consulting agreement approximating $120,739 in 2007 and $51,309 in 2006. Dura also reimbursed Mr. Jones for his expenses incurred from time to time in providing consulting services to Dura.

12. Condensed Consolidating Guarantor and Non-Guarantor Financial Information:

The following condensed consolidating financial information presents balance sheets, statement of operations and cash flow information related to our business. Each Guarantor, as defined, is a direct or indirect wholly owned subsidiary and has fully and unconditionally guaranteed the Senior Unsecured Notes and Senior Subordinated Notes (collectively, the “Notes”) issued by Dura Operating Corp. (“DOC”), 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. As a result of the chapter 11 filings, the liabilities under the Notes are subject to compromise. (See Note 6 to the consolidated financial statements for a further description of the Notes and refer to Note 15 for discussion of subsequent events, including Dura’s emergence from bankruptcy in June 2008).

DOC is the principal operating subsidiary of Dura Automotive Systems, Inc. (“DASI” or the “Parent Guarantor”). DASI does not itself conduct operations, but rather all operations of the Company are conducted by DOC and its direct and indirect subsidiaries. DASI’s assets consist primarily of the investment in DOC and its 25% ownership share in AAP (See Note 11 to the consolidated financial statements). DASI does not have any material operating assets. DASI is also the issuer of $57.0 million of 7 ¹/2% convertible subordinated debentures due March 31, 2028, which are held by Dura Automotive Systems Capital Trust, a statutory business trust which has issued $55.3 million in liquidation preference of Preferred Securities. (See Note 6 to the consolidated financial statements). The assets and liabilities shown in the condensed consolidating financial statements, except for the investment in DOC and the investment in AAP, are located at DOC and its direct and indirect subsidiaries. DASI has unconditionally guaranteed the Senior Unsecured Notes on an unsecured, senior basis and the Senior Subordinated Notes on an unsecured, senior subordinated basis.

The Non-Guarantor Companies consist primarily of our non United States operations.

Dura Automotive Systems, Inc. and Subsidiaries
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Balance Sheet as of December 31, 2007


	Dura			Dura					Non-
	Automotive			Operating			Guarantor		Guarantor
	Systems, Inc.			Corp.			Companies		Companies		Eliminations			Consolidated
	(Amounts in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	—		$	6,715		$	—	$	86,855	$	—		$	93,570
Accounts receivable, net of allowance		—			26,938			73,273		175,811		—			276,022
Inventories		—			17,099			26,803		89,471		—			133,373
Deferred income taxes		—			—			—		11,086		—			11,086
Other current assets		—			16,093			8,182		73,657		—			97,932
Due from affiliates		—			29,418			—		—		(29,418	)		—

Total current assets		—			96,263			108,258		436,880		(29,418	)		611,983

Property, plant and equipment, net		—			31,013			71,237		309,634		—			411,884
Deferred income taxes		—			—			—		16,067		—			16,067
Notes receivable from affiliates		55,049			—			120,114		—		(175,163	)		—
Investment in subsidiaries		—			487,702			10,238		124,375		(622,315	)		—
Other assets, net of accumulated amortization		—			5,205			2,845		1,510		—			9,560

	$	55,049		$	620,183		$	312,692	$	888,466	$	(826,896	)	$	1,049,494


Liabilities and Stockholders’ Investment (Deficit)
Current Liabilities:
Debtors-in-possession financing	$	—		$	137,483		$	—	$	—	$	—		$	137,483
Current maturities of long-term debt		—			—			—		9,475		—			9,475
Accounts payable		—			37,879			4,831		132,189		—			174,899
Accrued liabilities		—			66,692			14,271		126,300		—			207,263
Due to affiliates		—			—			1,845		27,573		(29,418	)		—

Total current liabilities		—			242,054			20,947		295,537		(29,418	)		529,120

Long-term Liabilities:
Long-term debt, net of current maturities		—			—			—		3,373		—			3,373
Other noncurrent liabilities / Investment in subsidiaries obligation		920,045			25,341			343		98,299		(920,045	)		123,983
Notes payable to affiliates		—			23,035			—		152,128		(175,163	)		—

Total long-term liabilities		920,045			48,376			343		253,800		(1,095,208	)		127,356
Liabilities subject to compromise		55,049			1,251,730			—		—		—			1,306,779

Total liabilities		975,094			1,542,160			21,290		549,337		(1,124,626	)		1,963,255
Commitments and Contingencies (Notes 6, 7, 10, and 11)
Minority interests		—			—			—		6,284		—			6,284
Stockholders’ investment (deficit)		(920,045	)		(921,977	)		291,402		332,845		297,730			(920,045	)

	$	55,049		$	620,183		$	312,692	$	888,466	$	(826,896	)	$	1,049,494

Dura Automotive Systems, Inc. and Subsidiaries
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Year Ended December 31, 2007


	Dura			Dura						Non-
	Automotive			Operating			Guarantor			Guarantor
	Systems, Inc.			Corp.			Companies			Companies			Eliminations			Consolidated
	(Amounts in thousands)
Revenues	$	—		$	218,583		$	460,604		$	1,219,898		$	(4,389	)	$	1,894,696
Cost of sales		—			198,367			489,286			1,144,522			(4,389	)		1,827,786

Gross profit (loss)		—			20,216			(28,682	)		75,376			—			66,910
Selling, general and administrative expenses		—			11,445			52,906			73,255			—			137,606
Facility consolidation, goodwill and asset impairment, and other charges		—			179,797			22,107			56,196			—			258,100
Amortization expense		—			152			—			—			—			152

Operating loss		—			(171,178	)		(103,695	)		(54,075	)		—			(328,948	)
Interest expense, net of interest income		—			39,584			994			8,462			—			49,040

Loss from continuing operations before reorganization items, income taxes and minority interest		—			(210,762	)		(104,689	)		(62,537	)					(377,988	)
Reorganization items		—			57,643			—			—			—			57,643

Loss from continuing operations before income taxes and minority interest		—			(268,405	)		(104,689	)		(62,537	)		—			(435,631	)
Provision (benefit) for income taxes		—			20,198			(36,641	)		25,269			—			8,826
Minority interest in non-wholly owned subsidiaries / Equity in losses (earnings) of affiliates		472,802			333,625			—			(3,192	)		(802,808	)		427

Loss from continuing operations		(472,802	)		(622,228	)		(68,048	)		(84,614	)		802,808			(444,884	)
Income (loss) from discontinued operations, including loss on disposal, net		—			149,426			(177,344	)		—			—			(27,918	)

Net loss	$	(472,802	)	$	(472,802	)	$	(245,392	)	$	(84,614	)	$	802,808		$	(472,802	)

Dura Automotive Systems, Inc. and Subsidiaries
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2007


	Dura			Dura						Non-
	Automotive			Operating			Guarantor			Guarantor
	Systems, Inc.			Corp.			Companies			Companies			Eliminations			Consolidated
	(Amounts in thousands)
OPERATING ACTIVITIES:
Net loss	$	(472,802	)	$	(472,802	)	$	(245,392	)	$	(84,614	)	$	802,808		$	(472,802	)
Less: Net loss (income) from discontinued operations		—			149,426			(177,344	)		—			—			(27,918	)

Loss from continuing operations		(472,802	)		(622,228	)		(68,048	)		(84,614	)		802,808			(444,884	)
Adjustments required to reconcile loss from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization		—			6,278			16,356			52,603			—			75,237
Asset impairments		—			2,049			18,494			13,378			—			33,921
Goodwill impairment		—			176,314			—			8,183			—			184,497
Facility consolidation charges		—			1,433			3,613			34,636			—			39,682
Amortization of deferred financing fees		—			8,627			—			—			—			8,627
Loss on sale of plant, property and equipment		—			—			125			195			—			320
Bad debt expense (credit)		—			1,222			(11	)		27			—			1,238
Reorganization items		—			57,643			—			—			—			57,643
Payments on reorganization items		—			(49,863	)		—			—			—			(49,863	)
Deferred income tax (benefit) expense		—			(17,041	)		—			11,605			—			(5,436	)
Equity in losses of affiliates, minority interest and other		472,802			291,572			46,469			16,958			(801,127	)		26,674

Net cash provided by (used in) continuing operating activities		—			(143,994	)		16,998			52,971			1,681			(72,344	)

INVESTING ACTIVITIES:		—
Capital expenditures		—			(5,847	)		(8,637	)		(52,334	)		—			(66,818	)
Proceeds from sale of assets and other		—			—			1,647			6,187			—			7,834

Net cash used in continuing investing activities		—			(5,847	)		(6,990	)		(46,147	)		—			(58,984	)

FINANCING ACTIVITIES:
DIP Revolver borrowings, net		—			33,069			—			—			—			33,069
Long-term borrowings and proceeds under factoring arrangements		—			—			—			9,411			—			9,411
Repayments of long-term borrowings		—			(62,825	)		—			(2,321	)		—			(65,146	)
Debt issue costs		—			(3,466	)		—			—			—			(3,466	)
Debt financing (to)/from affiliates		—			23,080			(10,029	)		(11,370	)		(1,681	)		—

Net cash provided by (used in) continuing financing activities		—			(10,142	)		(10,029	)		(4,280	)		(1,681	)		(26,132	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		—			—			—			6,301			—			6,301

NET CASH FLOWS FROM CONTINUING OPERATIONS		—			(159,983	)		(21	)		8,845			—			(151,159	)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Operating activities		—			—			805			—			—			805
Investing activities, including proceeds from sale of business		—			154,283			(805	)		—			—			153,478

NET CASH FLOWS FROM DISCONTINUED OPERATIONS		—			154,283			—			—			—			154,283

CASH AND CASH EQUIVALENTS:
Beginning of year		—			12,415			21			78,010			—			90,446

End of year	$	—		$	6,715		$	—		$	86,855		$	—		$	93,570

Dura Automotive Systems, Inc. and Subsidiaries
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Balance Sheet as of December 31, 2006


	Dura			Dura						Non-
	Automotive			Operating			Guarantor			Guarantor
	Systems, Inc.			Corp.			Companies			Companies		Eliminations			Consolidated
	(Amounts in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	—		$	12,415		$	21		$	78,010	$	—		$	90,446
Accounts receivable, net of allowance		—			17,885			97,459			178,491		—			293,835
Inventories		—			9,576			31,584			76,698		—			117,858
Deferred income taxes		—			—			—			6,642		—			6,642
Other current assets		—			28,650			16,241			77,784		—			122,675
Due from affiliates		—			40,511			—			—		(40,511	)		—
Current assets of discontinued operations		—			—			50,592			—		—			50,592

Total current assets		—			109,037			195,897			417,625		(40,511	)		682,048

Property, plant and equipment, net		—			35,137			94,196			305,618		—			434,951
Goodwill		—			170,314			5,621			8,386		—			184,321
Deferred income taxes		—			(316	)		—			22,354		—			22,038
Notes receivable from affiliates		57,091			—			196,085			—		(253,176	)		—
Investment in subsidiaries		—			718,414			10,238			137,304		(865,956	)		—
Other assets, net of accumulated amortization		—			13,608			3,874			1,005		—			18,487
Noncurrent assets of discontinued operations		—			57,686			55,310			—		—			112,996

	$	57,091		$	1,103,880		$	561,221		$	892,292	$	(1,159,643	)	$	1,454,841


Liabilities and Stockholders’ Investment (Deficit)
Current Liabilities:
Debtors-in-possession financing	$	—		$	165,000		$	—		$	—				$	165,000
Current maturities of long-term debt		2,042			224			—			2,413		—			4,679
Accounts payable		—			21,181			8,354			132,023		—			161,558
Accrued liabilities		—			42,558			17,470			101,000		—			161,028
Due to affiliates		—			—			1,317			39,194		(40,511	)		—
Current liabilities of discontinued operations		—			—			7,074			—		—			7,074

Total current liabilities		2,042			228,963			34,215			274,630		(40,511	)		499,339

Long-term Liabilities:
Long-term debt, net of current maturities		—			—			—			2,596		—			2,596
Other noncurrent liabilities / Investment in subsidiaries obligation		503,327			49,464			(2,555	)		65,529		(503,327	)		112,438
Notes payable to affiliates		—			50,782			—			202,394		(253,176	)		—
Noncurrent liabilities of discontinued operations		—			—			3,253			—		—			3,253

Total long-term liabilities		503,327			100,246			698			270,519		(756,503	)		118,287

Liabilities subject to compromise		55,049			1,280,034			—			—		—			1,335,083

Total liabilities		560,418			1,609,243			34,913			545,149		(797,014	)		1,952,709
Commitments and Contingencies (Notes 6, 7, 10 and 11)
Minority interests		—			—			—			5,459		—			5,459
Stockholders’ investment (deficit)		(503,327	)		(505,363	)		526,308			341,684		(362,629	)		(503,327	)

	$	57,091		$	1,103,880		$	561,221		$	892,292	$	(1,159,643	)	$	1,454,841

Dura Automotive Systems, Inc. and Subsidiaries
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Operations for the Year Ended December 31, 2006


	Dura			Dura						Non-
	Automotive			Operating			Guarantor			Guarantor
	Systems, Inc.			Corp.			Companies			Companies			Eliminations			Consolidated
	(Amounts in thousands)
Revenues	$	—		$	153,302		$	447,669		$	1,169,456		$	(11,259	)	$	1,759,168
Cost of sales		—			155,382			462,123			1,090,300			(11,259	)		1,696,546

Gross profit (loss)		—			(2,080	)		(14,454	)		79,156			—			62,622
Selling, general and administrative expenses		—			6,579			59,409			64,489			—			130,477
Prepetition professional fees		—			10,455			—			—			—			10,455
Facility consolidation, goodwill and asset impairment, and other charges		—			119,716			159,503			404,945			—			684,164
Amortization expense		—			223			—			(1	)		—			222

Operating loss		—			(139,053	)		(233,366	)		(390,277	)		—			(762,696	)
Interest expense, net of interest income		3,567			86,337			1,323			10,465			—			101,692

Loss from continuing operations before reorganization items, income taxes and minority interest		(3,567	)		(225,390	)		(234,689	)		(400,742	)		—			(864,388	)
Reorganization items		—			21,927			—			3,388			—			25,315

Loss from continuing operations before income taxes and minority interest		(3,567	)		(247,317	)		(234,689	)		(404,130	)		—			(889,703	)
Provision (benefit) for income taxes		(1,250	)		142,460			(83,067	)		(17,912	)		—			40,231
Minority interest in non-wholly owned subsidiaries / Equity in losses of affiliates		908,340			520,059			—			45,163			(1,473,130	)		432

Loss from continuing operations		(910,657	)		(909,836	)		(151,622	)		(431,381	)		1,473,130			(930,366	)
Income from discontinued operations, including gain on disposals, net		—			1,496			9,030			8,163			—			18,689

Loss before change in accounting principle		(910,657	)		(908,340	)		(142,592	)		(423,218	)		1,473,130			(911,677	)
Cumulative effect of change in accounting principle, net		—			—			—			1,020			—			1,020

Net loss	$	(910,657	)	$	(908,340	)	$	(142,592	)	$	(422,198	)	$	1,473,130		$	(910,657	)

Dura Automotive Systems, Inc. and Subsidiaries
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2006


	Dura			Dura						Non-
	Automotive			Operating			Guarantor			Guarantor
	Systems, Inc.			Corp.			Companies			Companies			Eliminations			Consolidated
	(Amounts in thousands)
OPERATING ACTIVITIES:
Net loss	$	(910,657	)	$	(908,340	)	$	(142,592	)	$	(422,198	)	$	1,473,130		$	(910,657	)
Less: Net earnings from discontinued operations		—			1,496			9,030			8,163			—			18,689
Less: Cumulative effect of accounting change, net of tax		—			—			—			1,020			—			1,020

Loss from continuing operations		(910,657	)		(909,836	)		(151,622	)		(431,381	)		1,473,130			(930,366	)
Adjustments required to reconcile loss from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization		—			7,226			16,491			49,889			—			73,606
Asset impairments		—			254			5,013			5,571			—			10,838
Goodwill impairment		—			113,117			146,256			377,554			—			636,927
Facility consolidation charges		—			6,345			8,235			21,819			—			36,399
Amortization of deferred financing fees		—			4,122			—			—			—			4,122
(Gain) loss on sale of plant, property and equipment		—			20			(112	)		(2,285	)		—			(2,377	)
Bad debt expense (credit)		—			322			(337	)		(435	)		—			(450	)
Reorganization items		—			21,927			—			3,388			—			25,315
Deferred income tax (benefit) expense		—			52,699			2,883			(12,953	)		—			42,629
Equity in losses of affiliates, minority interest and other		910,657			513,489			(5,102	)		(25,485	)		(1,473,130	)		(79,571	)

Net cash provided by (used in) continuing operating activities		—			(190,315	)		21,705			(14,318	)		—			(182,928	)

INVESTING ACTIVITIES:
Capital expenditures		—			(11,913	)		(23,850	)		(47,666	)		—			(83,429	)
Proceeds from sale of assets and other		—			403			852			5,115			—			6,370

Net cash used in continuing investing activities		—			(11,510	)		(22,998	)		(42,551	)		—			(77,059	)

FINANCING ACTIVITIES:
Debtor-in-possession borrowings		—			165,000			—			—			—			165,000
Net borrowings (payments) under prepetition revolving credit facilities		—			69,763			—			(902	)		—			68,861
Payment on termination of interest rate swap		—			(12,185	)		—			—			—			(12,185	)
Proceeds from equity securities		—			257			—			—			—			257
Debt issue costs		—			(10,522	)		—			—			—			(10,522	)
Debt financing (to)/from affiliates		—			(3,144	)		1,081			2,063			—			—
Other, net		—			—			—			(98	)		—			(98	)

Net cash provided by continuing financing activities		—			209,169			1,081			1,063			—			211,313

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		—			—			—			16,331			—			16,331

NET CASH FLOWS FROM CONTINUING OPERATIONS		—			7,344			(212	)		(39,475	)		—			(32,343	)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Operating activities		—			1,496			2,902			1,817			—			6,215
Investing activities, including proceeds from sale of business		—			—			(2,902	)		17,587			—			14,685

NET CASH FLOWS FROM DISCONTINUED OPERATIONS		—			1,496			—			19,404			—			20,900

CASH AND CASH EQUIVALENTS:
Beginning of year		—			3,575			233			98,081			—			101,889

End of year	$	—		$	12,415		$	21		$	78,010		$	—		$	90,446

Dura Automotive Systems, Inc. and Subsidiaries
(DEBTOR-IN-POSSESSION)
Condensed Consolidating Statement of Cash Flows for the Year Ended December 31, 2005


	Dura			Dura						Non-
	Automotive			Operating			Guarantor			Guarantor
	Systems, Inc.			Corp.			Companies			Companies			Eliminations			Consolidated
	(Amounts in thousands)
OPERATING ACTIVITIES:
Net income	$	1,814		$	4,594		$	23,798		$	21,778		$	(50,170	)	$	1,814
Less: Net earnings from discontinued operations		—			—			15,044			3,843			—			18,887

Income (loss) from continuing operations		1,814			4,594			8,754			17,935			(50,170	)		(17,073	)
Adjustments required to reconcile income (loss) from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization		—			5,871			17,823			49,010			—			72,704
Asset impairments		—			759			2,265			—			—			3,024
Facility consolidation charges		—			(132	)		3,674			4,311			—			7,853
Amortization of deferred financing fees		—			3,889			—			—			—			3,889
Gain on sale of property, plant and equipment		—			60			(272	)		(275	)		—			(487	)
Bad debt expense		—			—			990			186			—			1,176
Deferred income tax (benefit) expense		—			(39,908	)		13,936			(1,237	)		—			(27,209	)
Favorable settlement of environmental matters		—			(1,200	)		(8,760	)		—			—			(9,960	)
Gain on early extinguishment of debt		—			(14,805	)		—			—			—			(14,805	)
Equity in losses of affiliates, minority interest and other		(1,814	)		(202,191	)		132,968			(21,910	)		50,170			(42,777	)

Net cash provided by (used in) continuing operating activities		—			(243,063	)		171,378			48,020			—			(23,665	)

INVESTING ACTIVITIES:
Capital expenditures		—			(3,699	)		(16,093	)		(41,317	)		—			(61,109	)
Proceeds from the sale of assets and others		—			662			2,661			(833	)		—			2,490

Net cash used in continuing investing activities		—			(3,037	)		(13,432	)		(42,150	)		—			(58,619	)

FINANCING ACTIVITIES:
Net borrowings under revolving credit facilities		—			17,500			—			—			—			17,500
Long-term borrowings		—			153,285			—			—			—			153,285
Repayments of long-term borrowings		—			(178,129	)		(3	)		(1,327	)		—			(179,459	)
Deferred gain on termination of interest rate swap		—			11,374			—			—			—			11,374
Proceeds from equity securities		—			673			—			—			—			673
Debt issue costs		—			(7,613	)		—			—			—			(7,613	)
Debt financing (to)/from affiliates		—			249,637			(159,332	)		(90,305	)		—			—
Other, net		—			—			—			(86	)		—			(86	)

Net cash provided by (used in) continuing financing activities		—			246,727			(159,335	)		(91,718	)		—			(4,326	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		—			—			—			(7,942	)		—			(7,942	)

NET CASH FLOWS FROM CONTINUING OPERATIONS		—			627			(1,389	)		(93,790	)		—			(94,552	)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Operating activities		—			—			26,302			7,822			—			34,124
Investing activities, including proceeds from sale of business		—			—			(26,302	)		(2,949	)		—			(29,251	)

NET CASH FLOWS FROM DISCONTINUED OPERATIONS		—			—			—			4,873			—			4,873

CASH AND CASH EQUIVALENTS:
Beginning of year		—			2,948			1,622			186,998			—			191,568

End of year	$	—		$	3,575		$	233		$	98,081		$	—		$	101,889

101

DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED COMBINED DEBTOR-IN-POSSESSION BALANCE SHEETS
(In thousands of dollars)


	December 31,			December 31,
	2007			2006

ASSETS
Current Assets:
Cash and cash equivalents	$	7,528		$	13,787
Accounts receivables, net
Third parties		100,815			139,679
Non-Debtors subsidiaries		29,810			17,479
Inventories		43,901			47,066
Other current assets		29,699			57,018
Current assets of discontinued operations		—			50,592

Total current assets		211,753			325,621

Property, plant and equipment, net		106,555			145,207
Goodwill		—			175,935
Notes receivable from non-Debtor subsidiaries		192,410			181,657
Investments in non-Debtor subsidiaries		281,251			225,374
Other assets, net		8,051			17,234
Noncurrent assets of discontinued operations		—			112,996

	$	800,020		$	1,184,024

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities Not Subject to Compromise:
Debtors-in-possession financing		137,483		$	165,000
Current maturities of long-term debt		—			2,266
Accounts payable		43,023			31,606
Accounts payable to non-Debtor subsidiaries		27,440			1,073
Accrued liabilities		88,739			71,302
Deferred incomes taxes		1,683			1,835
Current liabilities of discontinued operations		—			7,074

Total current liabilities not subject to compromise		298,368			280,156
Long-term Liabilities:
Notes payable to non-Debtor subsidiaries		71,431			8,539
Pension and postretirement benefits		37,306			47,734
Other noncurrent liabilities		6,181			12,586
Noncurrent liabilities of discontinued operations		—			3,253
Liabilities subject to compromise		1,306,779			1,335,083

Total liabilities		1,720,065			1,687,351
Stockholders’ Deficit		(920,045	)		(503,327	)

		800,020		$	1,184,024

103

DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENTS OF CASH FLOWS
(In thousands of dollars)


				For the period from
	For the year ended			November 1, 2006 to
	December 31, 2007			December 31, 2006
OPERATING ACTIVITIES:
Net loss	$	(472,802	)	$	(56,596	)
Less: Net loss from discontinued operations		(27,918	)		(1,556	)

Loss from continuing operations		(444,884	)		(55,040	)
Adjustments required to reconcile loss from continuing operations to net cash used in operating activities:
Depreciation and amortization		25,204			4,058
Asset impairments		23,412			5,968
Goodwill impairment		176,314			(379	)
Facility consolidation charges		13,409			1,050
Amortization of deferred financing fees		8,627			712
Loss on sale of property, plant and equipment		113			47
Bad debt expense (credit)		1,212			(215	)
Reorganization items		57,643			23,327
Payments on reorganization items		(49,863	)		—
Deferred income tax benefit		(13,727	)		(3,757	)
Equity loss (income) from non-Debtor subsidiaries, net of tax		62,318			(10,000	)
Change in other operating items:
Accounts receivable		37,982			(35,137	)
Inventories		341			2,589
Other current assets		26,920			2,885
Accounts payable and accrued liabilities		(31,937	)		28,559
Other assets, liabilities and noncash items		3,275			10,173
Current intercompany transactions		(10,523	)		(9,269	)

Net cash used in continuing operating activities		(114,164	)		(34,429	)
INVESTING ACTIVITIES:
Capital expenditures		(14,872	)		(310	)
Proceeds from the disposal of assets		1,648			—

Net cash used in continuing investing activities		(13,224	)		(310	)
FINANCING ACTIVITIES:
DIP Term Loan borrowings		—			165,000
Payments on prepetition revolving credit facilities		—			(106,381	)
DIP Term Loan payments		(60,586	)		—
DIP Revolver borrowings, net		33,069			—
Repayments of long-term borrowings		(2,239	)		(1,011	)
Payment on termination of interest rate swap loss		—			(12,185	)
Debt issue costs		(3,466	)		(8,557	)

Net cash (used in) provided by continuing financing activities		(33,222	)		36,866
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		68			782
NET CASH FLOWS FROM CONTINUING OPERATIONS		(160,542	)		2,909
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Operating activities		805			7,930
Investing activities, including proceeds from sale of business		153,478			(7,930	)

NET CASH FLOWS FROM DISCONTINUED OPERATIONS		154,283			—
CASH AND CASH EQUIVALENTS:
Beginning of year/period		13,787			10,878

End of year/period	$	7,528		$	13,787

105

14. Quarterly Financial Data (Unaudited):

The following is a condensed summary of actual quarterly results of operations for 2007 and 2006 (in thousands, except per share amounts):


									(Gain)/Loss
									From			Net			Basic			Diluted
			Gross			Operating			Discontinued			Income			Loss			Loss
	Revenues		Profit			Income (loss)			Operations			(Loss)			Per Share			Per Share
2007:
First ⁽¹⁾	$	472,131	$	15,318		$	(29,850	)	$	(1,980	)	$	(67,913	)	$	(3.59	)	$	(3.59	)
Second ⁽¹⁾		484,272		22,818			(207,083	)		(451	)		(233,489	)		(12.35	)		(12.35	)
Third		445,942		12,420			(18,484	)		30,303			(61,075	)		(3.23	)		(3.23	)
Fourth		492,351		16,354			(73,531	)		46			(110,325	)		(5.84	)		(5.84	)

	$	1,894,696	$	66,910		$	(328,948	)	$	27,918		$	(472,802	)


2006:
First ⁽¹⁾	$	466,439	$	40,396		$	4,002		$	(6,548	)	$	(7,020	)	$	(0.38	)	$	(0.38	)
Second ⁽¹⁾		469,167		28,989			(8,767	)		(3,701	)		(131,268	)		(6.96	)		(6.96	)
Third ⁽¹⁾		400,954		(1,221	)		(711,206	)		(10,003	)		(694,391	)		(36.75	)		(36.75	)
Fourth ⁽¹⁾		422,608		(5,542	)		(46,725	)		1,563			(77,978	)		(4.74	)		(4.74	)

	$	1,759,168	$	62,622		$	(762,696	)	$	(18,689	)	$	(910,657	)


(1)		Certain prior year amounts have been reclassified to reflect the sale of the Atwood Mobile Products segment in 2007 that is required to be reported as a discontinued operation under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), as described in Note 3 to the consolidated financial statements.

The 2007 quarterly results were impacted by the following transactions and events:

Second quarter of 2007:

•

During our second quarter ended July 1, 2007, we determined that all of the Body & Glass reporting unit’s goodwill was impaired. Accordingly, we recorded an impairment charge for the total amount of the Body & Glass reporting unit goodwill of approximately $184.5 million. This charge is reflected in facility consolidation, goodwill and asset impairment, and other charges in the consolidated statement of operations. Further, we recognized $8.2 million of employee severance and benefits charges related to the closure of our Barcelona, Spain facility during the second quarter ended July 1, 2007.

Third quarter of 2007:

•

In 2007, we recognized net loss from discontinued operations of $28 million related to the sale of Atwood. On August 15, 2007, the Bankruptcy Court approved the sale of the Atwood Mobile Products business segment to Atwood Acquisition Co. LLC (the “Buyer”) for an aggregate cash consideration of $160.2 million. On August 27, 2007, the Atwood sale closed, and the proceeds of the sale were used to pay down a portion of the funds owed under the DIP Term Loan and the DIP Revolver. As per the settlement agreement and mutual release between the Debtors and the Buyer dated March 28, 2008, the purchase price had been subsequently reduced by $7.5 million based on changes in working capital as defined in the asset purchase agreement.

Fourth quarter of 2007:

•

We incurred $50 million of facility consolidation, asset impairment and other charges in the fourth quarter, of which $33 million was related to asset impairments and $17 million was related to employee severance and benefits resulting from the closure of our Pamplona, Spain facility and other facilities closure expenses.

The 2006 quarterly results were impacted by the following transactions and events:

First quarter of 2006:

•

Effective, January 1, 2006, we adopted EITF Issue 05-05, which resulted in a favorable adjustment of $1.0 million, net of income taxes of $0.7 million. This amount is reflected in the consolidated statement of operations as a cumulative effect of a change in accounting principle.

106

Second quarter of 2006:

•

We provided, and have continued to provide, a full valuation allowance against all applicable U.S. deferred tax assets amounting to $90.8 million during the second quarter ended July 2, 2006.

Third quarter of 2006:

	•		In connection with the streamlining of operations during 2006, we recorded facility consolidation, asset impairment and other charges of $671.8 million, consisting of severance and benefit related costs of $22.2 million, asset impairments of $643.6 million ($637.3 million for goodwill impairment, and $6.3 million for fixed asset impairments), and a $6.0 million adjustment to our 2001 recorded loss on the sale of our former plastic business due to financial inability of the purchaser to meet their obligations under a note we took as partial payment for the sale.

	•		In September 2006, we completed the sale of Dura Automotive Systems Köhler GmbH to an entity controlled by Hannover Finanz GmbH, headquartered in Hannover, Germany. The Company received approximately $18.5 million in net cash consideration for the sale. No continuing business relationship exists between this former subsidiary and the Company. The gain recognized on the sale was approximately $7.9 million. The divestiture is part of Dura’s evaluation of strategic alternatives for select German operations, as previously announced in February 2006.

	•		We settled two warranty matters with one of our customers for approximately $9.0 million for which we had previously recorded reserves in the amount of $3.6 million, which at the time, represented our estimated total exposure. Accordingly, during the third quarter of 2006, we recorded a charge of $5.4 million related to the final settlement of both warranty matters with the customer.

	•		As a result of the chapter 11 filing, we incurred prepetition professional fees of $4.6 million recorded in the consolidated statement of operations during the third quarter of 2006.

	•		We provided, and have continued to provide, a full valuation allowance against all applicable U.S. deferred tax assets.

Fourth quarter of 2006:

	•		We incurred $7.1 million of facility consolidation, asset impairment and other charges in the fourth quarter, of which $5.9 million was related to asset impairments and $1.2 million was related to other charges.

	•		On October 30, 2006, Dura and its U.S. and Canadian subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court. As a result of this filing, we incurred reorganization costs of $25.3 million, and prepetition professional fees of $5.9 million recorded in the consolidated statement of operations during the fourth quarter of 2006.

	•		In accordance with the Court-approved First Day Motions, the Company continued through December 31, 2007 to accrue and pay the interest on its Second Lien Term Loan whose principal balance is subject to compromise. Interest on unsecured prepetition debt, other than the Second Lien Term Loan, has not been accrued as provided for under the U.S. Bankruptcy code. As of December 31, 2006, the amount of unrecorded interest on prepetition debt was approximately $15.0 million

	•		We were released from certain potential warranty exposures. Accordingly, we reversed the warranty reserves to cost of sales resulting in a favorable impact of approximately $2.0 million.

	•		We provided, and have continued to provide, a full valuation allowance against all applicable U.S. deferred tax assets.

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15. Subsequent Events:

Emergence From Chapter 11

On June 27, 2008, the Company satisfied, or otherwise obtained a waiver of, each of the conditions precedent to the effective date specified in Article VIII of the Debtors’ Revised Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (With Further Technical Amendments) (the “Confirmed Plan”), dated May 12, 2008, as confirmed by an order (the “Confirmation Order”) of the United States Bankruptcy Court entered on May 13, 2008. As contemplated by the Confirmed Plan, prior to and on the Effective Date, DOC took part in a corporate reorganization resulting, among other things, in the formation of New Dura, cancellation of Old Dura shares, and issuance of New Dura shares. Further, the following exit financing transactions incurred (For detailed information, refer to Note 6 to the consolidated financial statements):

	•		The obligations of the Debtors under the DIP Revolver and the New Term Loan DIP Agreement, except those surviving obligations set forth in Article IX.D.4 of the Confirmed Plan (collectively, the “Allowed DIP Facility Claims”) were repaid in full and terminated. The creditors holding Allowed DIP Facility Claims were paid in full in cash on the Effective Date.

	•		Outstanding debt securities of certain of the Debtors were cancelled, and the indentures governing such debt securities were terminated. The holders of these notes received approximately 95% of the common stock of the New Dura.

	•		The creditors holding Allowed Second Lien Facility Claims (as defined in the Confirmed Plan) relating to the Second Lien Facility, were paid in full in shares of New Series A Preferred Stock on the Effective Date.

	•		The Company entered into various exit financing facilities as detailed in Note 6 to the consolidated financial statements.

Fresh-Start Reporting (Unaudited)

The Predecessor Company’s emergence from the chapter 11 Cases resulted in a new reporting entity for accounting purposes and the adoption of fresh-start reporting in accordance with SOP 90-7. Since the reorganization value of the assets of the Successor Company immediately before the date of confirmation of the Plan is less than the total of all post-petition liabilities and allowed claims, and the holders of the Predecessor Company’s voting shares immediately before confirmation of the Plan received less than 50 percent of the voting shares of the emerging entity, the Successor Company is required to adopt fresh-start reporting as of the Effective Date.

The Bankruptcy Court confirmed the Plan based upon a reorganization value of the Company between $450 million and $550 million, which was estimated using various valuation methods, including (i) a comparison of the Company and its projected performance to the market values of comparable companies; (ii) a review and analysis of several recent transactions of companies in similar industries to the Company; and (iii) a calculation of the present value of the future cash flows of the Company under its projections. Based upon a reevaluation of relevant factors used in determining the range of reorganization value and updated expected cash flow projections, the Company concluded that $498 million should be used for fresh-start reporting purposes as it most closely approximated fair value.

In accordance with fresh-start reporting, the Company’s reorganization value has been allocated to existing assets using the measurement guidance provided in SFAS 141. In addition, liabilities, other than deferred taxes, have been recorded at the present value of amounts estimated to be paid. Finally, the Predecessor Company’s accumulated deficit has been eliminated, and the Company’s new debt and equity have been recorded in accordance with the Plan. Deferred taxes have been determined in conformity with SFAS 109. The excess of the value of net tangible and identifiable intangible assets and liabilities over the reorganization value has been recorded as a reduction to the property, plant and equipment value in the accompanying unaudited pro-forma Consolidated Balance Sheet.

Estimates of fair value represent the Company’s best estimates, which are based on industry data and trends and by reference to relevant market rates and transactions, and discounted cash flow valuation methods, among other factors. The foregoing estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the reasonable control of the Company. Accordingly, there can be no assurance that the estimates, assumptions, and amounts reflected in the valuations will be realized, and

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	Predecessor									Successor
	Company									Company
	December 31,						Fresh-Start			December 31,
	2007			Plan Effects (1)			Adjustments			2007
Current Assets:
Cash and cash equivalents	$	93,570		$	45,709			—		$	139,279
Accounts receivable, net		276,022			—			—			276,022
Inventories		133,373			—			6,669			140,042
Deferred income taxes		11,086						—			11,086
Other current assets		97,932			11,800			—			109,732

Total current assets		611,983			57,509			6,669			676,161

Property, plant and equipment, net		411,884			—			(69,137	)		342,747
Deferred income taxes		16,067			—			(8,866	)		7,201
Other assets, net		9,560			16,882			(116	)		26,326

	$	1,049,494		$	74,391		$	(71,450	)	$	1,052,435

Current Liabilities:
Debtors-in-possession financing	$	137,483		$	(137,483	)		—		$	—
Current maturities of long-term debt		9,475			70,600			—			80,075
Accounts payable		174,899			—			—			174,899
Accrued liabilities		202,708			(100	)					202,608
Accrued pension and postretirement benefits		2,481			—			—			2,481
Deferred income taxes		2,074			—			1,136			3,210

Total current liabilities		529,120			(66,983	)		1,136			463,273

Long-term Liabilities:
Long-term debt, net of current maturities		3,373			140,500			—			143,873
Pension and postretirement benefits		63,303			—						63,303
Other noncurrent liabilities		46,722			—			(3,000	)		43,722
Deferred income taxes		13,958			—			—			13,958

Total long-term liabilities		127,356			140,500			(3,000	)		264,856

Liabilities subject to compromise		1,306,779			(1,306,779	)		—			—

Total Liabilities		1,963,255			(1,233,262	)		(1,864	)		728,129


Successor Company Convertible Preferred Stock		—			236,475			—			236,475
Minority interests		6,284			—			—			6,284
Stockholders’ Investment (Deficit):
Successor Company Common Stock		—			84			—			84
Predecessor Company Common Stock		189			(189	)		—			—
Additional paid-in capital		351,878			(192,251	)		(78,164	)		81,463
Treasury stock at cost		(1,743	)		1,743			—			—
Accumulated deficit (including FIN 48 cumulative adjustment of $2,348 in 2007)		(1,472,639	)		1,261,791			210,848			—
Accumulated other comprehensive income		202,270			—			(202,270	)		—

Total stockholders’ investment (deficit)		(920,045	)		1,071,178			(69,586	)		81,547

	$	1,049,494		$	74,391		$	(71,450	)	$	1,052,435


(1)		The reported amounts in the Plan Effects column of the table above reflect adjustments related to the Plan of Reorganization and the effects of the consummation of the transactions contemplated therein, which included settlement of various liabilities, issuance of certain securities, incurrence of new indebtedness, repayment of old indebtedness, and other cash payments.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in or disagreements with accountants on accounting and financial disclosure.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of December 31, 2007, an evaluation was carried out under the supervision and with the participation of Dura’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). These disclosures controls and procedures include, without limitation, controls and procedures designed to ensure that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, at December 31, 2007, the design and operation of these disclosure controls and procedures were not effective at ensuring that information required to be disclosed by Dura in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

	•		Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

	•		Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	•		Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework.

Because of the material weaknesses described below, our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2007, our internal control over financial reporting was not effective based on the criteria in Internal Control — Integrated Framework issued by the COSO. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of December 31, 2007, we identified the following material weaknesses:

Existing material weaknesses as of December 31, 2006 that have not been remediated as of December 31, 2007:

Income Taxes - Management determined that the processes and procedures surrounding the accounting for the current tax effects of foreign nonrecurring transactions, as well as foreign deferred income tax accounts, did not include adequate controls. These 2005 matters represented a design and operating deficiency and, based upon misstatements requiring correction to the financial statements that impacted the Income Tax Provision, Income Tax Payable and Deferred Income Tax accounts, constituted a material weakness as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. Based upon misstatements requiring correction to the financial statements in 2006, management concluded that additional remediation actions were still required and that this material weakness continued to exist. No additional significant remediation efforts have been

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completed through December 31, 2007, therefore, we are continuing to report this previously identified material weakness and will do so until further remediation, testing and assessment is completed.

2.		Qualified Accounting Personnel - Management determined that the Company employs insufficient numbers of personnel having appropriate knowledge, experience and training in the application of U.S. GAAP at both the Company’s operating locations and corporate headquarters, and insufficient personnel at the Company’s corporate headquarters to provide effective oversight and review of financial transactions.

		The Company’s controls over the application and disclosure of generally accepted accounting principles as applied in the U.S. (GAAP) are ineffective as a result of insufficient resources and technical accounting expertise within the organization to resolve and determine appropriate accounting and disclosures in a timely manner. Furthermore, accounting for transactions is performed across multiple locations that are not adequately staffed or are staffed with individuals that do not have the appropriate level of GAAP knowledge, resulting in non-timely completion of various accounting and financial reporting requirements. Additional personnel and oversight is needed within the Company to ensure timely completion of financial reporting requirements and to review the accounting for transactions to ensure compliance with GAAP.

3.		Financial Statement Close — Account Reconciliations - Preparation, review and monitoring controls over the financial statement close process with respect to account reconciliations performed by our North American Shared Services Center did not operate effectively to ensure significant account balances were accurate and supported with appropriate underlying calculations and documentation in a timely manner.

		With the significant changes in our business caused in part by our chapter 11 status, and the loss of several finance and accounting personnel, account reconciliations were not prepared or reviewed adequately, appropriately and/or on a timely basis, which resulted in significant delay in our ability to complete the preparation of our consolidated financial statements as of December 31, 2007.

New material weaknesses as of December 31, 2007:

4.		Financial Statement Close — Journal Entries, Segregation of Duties and Contingent Liabilities - Preparation, review and monitoring controls over the financial statement close process with respect to journal entries did not operate effectively to ensure significant account balances were accurate and supported with appropriate underlying calculations and documentation in a timely manner and that all significant journal entries are reviewed timely by an appropriate level of management.

		With the significant changes in our business caused in part due to our chapter 11 status, and the loss of several finance and accounting personnel, journal entries were not consistently prepared with adequate source documentation and/or reviewed adequately or on a timely basis.

		Preparation, review and monitoring controls over the financial statement close process with respect to segregation of duties did not operate effectively to ensure that assignment of duties provided for appropriate segregation between the responsibilities of authorizing transactions, recording transactions, and maintaining custody of assets.

		The Company did not establish a process of reviewing existing work responsibilities and did not perform an analysis when assigning work responsibilities to Company personnel in order to identify, correct and prevent segregation of duties conflicts. Conflicts that exist could allow personnel to perpetrate fraud without detection, though no significant acts of fraud have been detected.

		Controls over the data gathering, communication and recording of contingent liabilities, including legal, environmental and warranty were not properly designed and did not operate effectively resulting in incomplete and incorrectly valued accruals.

		The Company did not have appropriate or adequate personnel or processes for accurately determining appropriate values for certain existing liabilities or the timely recording of such liabilities in accordance with applicable accounting guidance, resulting in identified errors and requiring adjustment to correct the Company’s books and records.

5.		Fixed Assets - Process controls at our operating units over fixed assets did not operate effectively to ensure proper accounting and financial reporting. Specifically, (i) controls ensuring existence of fixed assets at operating locations, (ii) ensuring timely and accurate transfer of costs of completed construction-work-in-progress to the fixed assets subsidiary ledgers and related accounts, (iii) depreciation accurately presented on an interim basis, and (iv) timely recognition of asset impairments on an interim basis.

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		Differences existed between fixed asset subsidiary ledgers and physical existence of those listed assets at our operating locations. Fixed asset projects were completed or discontinued in the normal course of business that was not properly captured in the Company’s accounting records through timely capitalization or impairment. Depreciation, on an interim basis, was determined to have been incorrect and depreciation had been incorrectly stopped on certain assets. We did not have appropriate or adequate personnel, processes, procedures or controls in place to allow for identification of the control failures relative to fixed assets and related depreciation on an interim and/or an annual basis. As a result, several errors were noted by us upon attempting to manage, reconcile and track our fixed assets in 2007, and such reconciliation and tracking process was not able to be completed on a timely basis, which resulted in significant delay in our ability to complete the preparation of our consolidated financial statements as of December 31, 2007.

6.		Closed Plant Management - Process controls at our operating locations over plant closing procedures were not properly designed and did not operate effectively resulting in inadequate management of the operating locations’ books and records and timely recording of final transactions related to fixed assets and inventory.

		Recent significant changes were required at our operating locations with respect to facility closures. These closures necessitated the transfer of books and records and asset transfers to other Company facilities. We did not have appropriate or adequate personnel, processes, procedures or controls in place to properly manage all of these plant closures and related accounting effects. As a result, books and records that are required for the support of transactions could not be readily located and fixed assets and inventory transfers resulted in failures in reconciliations between asset records and physical existence of such assets.

		Based on our assessment, and because of the material weaknesses described above, management has concluded that our internal control over financial reporting was not effective as of December 31, 2007.

Changes in internal control over financial reporting

Because of the inherent nature of the chapter 11 reorganization process, including the need to maintain existing customer and supplier relationships while at the same time changing business processes and organizational structure to streamline operations, reduce administrative burden and costs, and resolve our legacy liabilities as we seek to transform our business, we must continuously adapt our control framework. As new processes are implemented and existing processes change, additional risks may arise that are not currently contemplated by our existing internal control framework. Although management will continue to monitor the post-chapter 11 restructuring process for control activities outside our normal control framework and seek to adapt our control framework to newly identified risks, we cannot assure we will be successful in identifying and addressing such risks in a timely manner.

The demands of the post-chapter 11 reorganization and related processes described above, will impact our ability to remediate all of the identified material weaknesses in a timely manner. However, management continues to remain focused on remediation efforts and plans to remediate as many material weaknesses in 2008 as possible. However, until such time that the remediation actions are undertaken and the material weaknesses noted above are corrected, there is continued risk of material misstatement to our interim and annual financial statements.

Remediation of Material Weaknesses

The Company is in the process of developing and implementing remediation plans to address our material weaknesses. The following describes specific remedial actions taken or still to be taken for each of the material weaknesses described above:

1.		Changes to enhance controls over income taxes include: (i) an updated critical assessment of the redesigned processes and procedures for the detailed documentation and reconciliations surrounding the tax effects of nonrecurring transactions and deferred income tax accounting in our foreign tax jurisdictions to help ensure that we are able to identify and address tax accounting issues in a more timely and comprehensive manner; (ii) hiring additional tax department personnel who have the appropriate skill and knowledge background with respect to U.S. GAAP related to income taxes, and other applicable rules and regulations with respect to tax matters; and (iii) implementing additional recurring review procedures to ensure compliance with U.S. GAAP, and other applicable rules and regulations with respect to tax matters.

2.		Changes to enhance controls by hiring a greater number of qualified accounting personnel include: Management is working toward increasing the number of qualified accounting personnel by actively recruiting additional experienced accountants to

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increase the knowledge of accounting and strengthen internal controls within the Company. In addition, management has committed to providing the finance staff with additional support and training in order to enable them to identify unusual or complex transactions and disclosures requiring further consideration by technical accounting experts or others within the organization, to address this material weakness. Until such time as management can execute on the above remediation plans, management has determined the following additional procedures will be performed:

	•		More transactions will be reviewed by the Corporate Controller and/or the North American and European Finance Staff rather than solely at an operating location or within the North American Shared Services Center, particularly those, if any, which deviate from previously reviewed or standard terms and conditions;

	•		Management has strengthened its review of the documentation supporting the accounting for transactions and the related disclosures; and

	•		External experts will be utilized, when deemed necessary, to assist in evaluating transactions as well as preparing and reviewing the appropriate supporting documentation.

3.		Changes to enhance account reconciliation and journal entry controls include: Established account reconciliation and journal entry preparation and review standard procedures. Preparation procedures include standards of documentation that must accompany each account reconciliation and journal entry. Review procedures include mechanisms to monitor that account reconciliations, journal entries and related documentation are prepared timely and reviews are conducted timely by appropriate levels of management.

		Changes to enhance segregation of duties controls include: We are in the process of implementing a risk based review of previously existing segregation of duties violations and resolving through assignment redesign or ensuring higher level monitoring controls exist to mitigate the risks associated with the violations. Additionally, periodic user access reviews, reviews of work assignment changes to existing personnel, and the hiring or termination process will be managed by implementing effective change management controls to ensure that segregation of duties violations will be prevented.

		Changes to enhance controls over contingent liabilities include: We are in the process of designing and implementing adequate, permanent processes and controls to ensure timely identification, accurate valuation and recording of liabilities to address this material weakness. These processes include ensuring the gathering of necessary data internally and from outside parties, facilitating communication to data owners and assigning review responsibilities to appropriate levels of management, of the resulting accruals for timeliness, completeness and accuracy in monthly reporting processes.

4.		Changes to enhance controls over fixed assets include: We are in process of designing and implementing adequate, permanent processes and controls at our operating units over fixed asset transactions to address this material weakness. Until such time as the aforementioned procedures can be adequately implemented, management has required each operating unit to perform a review of significant fixed assets for comparison to the fixed asset ledger to verify existence and communicate discrepancies, if any. Business units (operating and corporate) are required to confirm fixed asset addition projects to ensure such amounts remain valid and to communicate discrepancies, if any.

5.		Changes to enhance controls over the closed plant management include: We are in process of designing and implementing adequate, permanent processes and controls at our operating units over physical management of books and records, fixed assets and inventory transactions to address this material weakness. Until such time as the aforementioned procedures can be adequately implemented, management will design plant closure processes and procedures to ensure all books and records and company assets are properly and timely accounted for.

		As a result of augmented resources in Accounting by utilizing external resources in tax and technical accounting areas and implementation of additional closing procedures for the year ended December 31, 2007 management believes that there are no material inaccuracies or omissions of material fact and, to the best of its knowledge, believes that the consolidated financial statements for the year ended December 31, 2007 fairly present in all material respects the financial condition and results of operations for the Company in conformity with accounting principles generally accepted in the United States of America.

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Remedial actions taken on previously reported material weaknesses that no longer exist as of December 31, 2007:

As discussed in Dura’s Annual Report on Form 10-K/A for the year ended December 31, 2006, Dura management identified a material weakness in internal controls related to the preparation and review of the Company’s consolidating guarantor and non-guarantor financial information. This deficiency was noted as a result of inconsistencies in reporting on individual subsidiaries contained within the footnote and the consolidated results of individual subsidiaries. As part of its remediation efforts, Dura management has implemented enhanced controls to aid in the correct preparation, review, presentation of the consolidating guarantor and non-guarantor financial information. Specifically, in the fourth quarter of 2007, Dura’s management implemented (i) additional detailed review procedures designed to identify reporting inconsistencies, and (ii) improved cross-functional communication between accounting, legal, and tax to ensure all changes to reporting structures are communicated throughout the organization. As of the date of this filing, Dura has completed the process of fully remediating its related controls and procedures. These remedial actions, performed in conjunction with Dura’s quarterly closing and financial reporting process, include a thorough review by corporate personnel of events that could affect the presentation of Dura’s financial statements and related disclosures Based on the foregoing, we now believe we have sufficient review procedures performed by appropriate level of personnel with sufficient technical accounting knowledge such that it is no longer reasonably possible that our consolidated financial statements will be materially misstated as a result of a misstated consolidating guarantor and non-guarantor financial information footnote.

As discussed in Dura’s Annual Report on Form 10-K/A for the year ended December 31, 2006, Dura management also identified a material weakness in internal controls related to the U.S. Shared Service Center’s ability to timely and accurately record cash receipts and cash disbursements. As part of its remediation efforts, Dura management has implemented enhanced controls to aid in the correct processing, review and reconciliation of the cash receipts’ and cash disbursements’ financial information. Specifically, in the third quarter of 2007, Dura’s management implemented (i) additional detailed analytical procedures designed to identify all debit balance accounts payable resulting from duplicate vendor payments, and (ii) developed actions to recover such duplicate payments or impairment of such duplicate payments when they are deemed uncollectible due to age or other circumstances. As of the date of this filing, Dura has completed the process of fully remediating its related controls and procedures. These remedial actions, performed in conjunction with Dura’s quarterly closing and financial reporting process, include a thorough review by corporate and operations personnel of events that could affect the presentation of Dura’s financial statements and related disclosures Based on the foregoing, we now believe we have sufficient control procedures performed by appropriate level of personnel such that it is no longer reasonably possible that our consolidated financial statements will be materially misstated as a result of inaccurate cash receipts processing.

Other than indicated above, there were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our internal controls will prevent or detect all instances of error and fraud resulting from inherent limitations of any control system. A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system’s objectives will be met. Further, the design of a control system must reflect resource constraint realities that exist, and the benefits of controls must be considered relative to their costs. The inherent limitations include the realities that judgments in decision-making can be flawed, and that failures can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.

Item 9B. Other Information

None.

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PART III

Item 10. Directors and Executive Officers of the Registrant

The following sets forth information as to each officer and director, including age as of June 30, 2008, principal occupation and employment for a minimum of the past five years, directorships in other public companies and period of service as a director of Dura.


Name	Age	Position(s)
Timothy D. Leuliette	58	President, Chief Executive Officer, and Director
Nick G. Preda	62	Executive Vice President and Chief Financial Officer
Theresa L. Skotak	50	Executive Vice President and Chief Administrative Officer
Steven J. Gilbert	61	Chairman of the Board of Directors
Fred Bentley	43	Director
Andrew (Andy) B. Mitchell	45	Director
Peter F. Reilly	44	Director
Jeffrey M. Stafeil	38	Director
Robert S. Oswald	67	Director

Timothy D. Leuliette is the Chief Executive Officer of Dura since July 16, 2008, and a Director of the Board since the Effective Date. He is currently Chairman and CEO of Leuliette Partners LLC, an investment and financial services firm. He is the former co-Chairman and co-CEO of Asahi Tec and former Chairman, President, and CEO of automotive supplier Metaldyne Corporation. He has also served as President & COO of privately held Penske Corporation, and prior to that President and CEO of ITT Automotive and Executive Vice President at ITT. Over his career he has held executive and management positions at both vehicle manufacturers and suppliers and has served on both corporate and civic boards, including as Chairman of the Detroit Branch of the Federal Reserve Bank of Chicago.

Nick G. Preda is the Executive Vice President and Chief Financial Officer of Dura, and has served as a Director of Dura since March 2005. Mr. Preda is currently President of Nick G. Preda & Associates, L.L.C., a company which provides financial counseling services for clients primarily in the Midwest. From June 2001 through September 2003, Mr. Preda was a Principal with BBK, Ltd., an operational and financial consulting firm working with clients primarily in the automotive and other manufacturing industries. From October 1998 through February 2001, Mr. Preda was an Executive Vice President with Bank One, N.A., where he managed various areas working primarily with large corporate domestic clients.

Theresa L. Skotak is the Chief Administrative Officer of Dura, and has served as Executive Vice President since May 2002. From March 1999 until May 2002, Ms. Skotak served as Director of Corporate Human Resources and from April 1997 until March 1999, Ms. Skotak served as Director of Human Resources for Excel. Prior to that, Ms. Skotak was the Director of Human Resources, N.A. for the Assembly and Test Division of Lucas Industries.

Steven J. Gilbert was appointed a member of the Board of Directors on the Effective Date, and then appointed Chairman of the Board of Directors in July 2008. Mr. Gilbert is a Senior Managing Director and Chairman of Sun Group (USA). He is also Chairman of the Board of Gilbert Global Equity Partners, L.P., a billion dollar private equity fund. From 1992 to 1997, he was the Founder and Managing General Partner of Soros Capital L.P. Mr. Gilbert has 35 years of experience in private equity investing, investment banking and law. He has served as a Director on the Boards of more than 25 companies over the span of his career, including Office Depot, Inc., Magnavox Electronic Systems Company, Affinity Financial Group, Inc., GTS-Duratek, and Parker Pen Limited.

Fred F. Bentley was appointed a member of the Board of Directors on the Effective Date. Mr. Bentley is Chief Operating Officer of Hayes Lemmerz International, Inc., a worldwide producer of aluminum and steel wheels. At Hayes Lemmerz, he was instrumental in changing the company’s global operational footprint and introducing lean manufacturing practices. Prior to Hayes Lemmerz, Mr. Bentley served in positions of increasing responsibility at Honeywell (formerly AlliedSignal) where he rose to the position of Managing Director, Europe, and Frito-Lay (PepsiCo).

Andrew (Andy) B. Mitchell was appointed a member of the Board of Directors on the Effective Date. Mr. Mitchell is Chief Executive and Chief Investment Officer of the investment firm Pacificor LLC. Prior to joining Pacificor, Mr. Mitchell was a Vice President and co-Portfolio Manager at ING Funds, and prior to that a Vice President and Senior Analyst at Merrill Lynch Asset Management. Mr. Mitchell was also a Senior High Yield Analyst and Assistant Vice President at Wertheim/Schroder Investment Services. Previous

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experience also includes operational experience in the oil refining industry with Exxon and in the mining and construction industries with Chevron Resources.

Peter F. Reilly was appointed a member of the Board of Directors on the Effective Date. Mr. Reilly is President and Chief Operating Officer of Strategic Industries, LLC (“Strategic”). Strategic is a diversified holding company with subsidiaries in the Automotive and Consumer Products segments. He joined the company at its inception in 2000 as the Chief Financial Officer. The company was created through a leveraged buyout by Citicorp Venture Capital from US Industries, Inc. (“USI”) a Fortune 500 conglomerate, publicly listed on the New York Stock Exchange. Mr. Reilly has significant experience repositioning portfolio companies and helping them capitalize on international opportunities. Prior to joining Strategic, he served as Treasurer for USI and various senior financial positions with its predecessor, Hanson Industries, PLC and its subsidiaries.

Jeffrey M. Stafeil was appointed a member of the Board of Directors on the Effective Date. Mr. Stafeil has strong international and financial experience and is currently Chief Financial Officer and board member for Germany-based Klöckner Pentaplast, the world’s leading producer of films for the pharmaceutical, food and technology product packaging market. Formerly he was the Executive Vice President and CFO at automotive supplier Metaldyne Corporation, now Asahi Tec Corporation. Since 2006 he has served on the Board of Directors and is co-Chairman of the Audit Committee for Meridian Corporation, an automotive supplier that exited bankruptcy in December 2006.

Robert S. Oswald was appointed a member of the Board of Directors on August 4, 2008. Mr. Oswald has served as Chairman of the Board of Bendix Commercial Vehicle Systems since October 2003. Bendix Commercial Vehicle Systems is a member of the Munich, Germany-based Knorr-Bremse Group, a leading worldwide supplier of pneumatic braking and related safety systems for commercial vehicle and railroad applications. Prior to joining Bendix Commercial Vehicle Systems, Mr. Oswald was Chairman, President and Chief Executive Officer of Robert Bosch Corporation, the North American subsidiary of Robert Bosch GmbH. Mr. Oswald also serves as a Director of Perceptron, Inc., which provides process management solutions to automotive and manufacturing companies, and PAICE Corporation, a company developing a hybrid electric power train technology.

There are no family relationships between any of Dura’s executive officers or directors. The Board of Directors has determined that each of Messrs. Gilbert, Bentley, Reilly, Stafeil and Oswald is independent and that, with the exception of Mr. Mitchell, each of the members of the standing Audit, Compensation and Nominating Committees are independent under the independence standards of the NASDAQ Stock Market, Inc., even though Dura is not required to comply with such standards.

Codes of Conduct

The Board of Directors has adopted a Conflict of Interest and Code of Conduct Policy applicable to all directors, officers, employees and agents of Dura. Dura operates its worldwide business in accordance with the highest ethical standards and relevant laws. The Company places the highest value on the integrity of each of its employees. Dura’s corporate culture demands not only legal compliance, but also responsible and ethical behavior.

The Board of Directors has also adopted a Code of Ethics for Senior Financial Employees applicable to Dura’s Chief Executive Officer, Chief Financial Officer and all senior financial employees. The Code of Ethics for Senior Financial Employees is designed to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure in Dura’s periodic reports filed with the SEC; compliance with laws; prompt internal reporting of violations of the code; and accountability for adherence to the code.

The Conflict of Interest and Code of Conduct Policy and the Code of Ethics for Senior Financial Employees are available on Dura’s website at www.duraauto.com. Dura intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provisions of the Code of Ethics for Senior Financial Employees by posting such information on Dura’s website at www.duraauto.com.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires Dura’s officers, directors and persons who beneficially own more than ten percent of a registered class of Dura’s equity securities to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors and greater than ten percent beneficial owners also are required by rules promulgated by the SEC to furnish Dura with copies of all Section 16(a) forms they file.

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Based solely upon a review of the copies of such forms furnished to Dura, or written representations that no Form 5 filings were required, Dura believes that during the period from January 1, 2007 through December 31, 2007, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with, except that Mr. Szczupak’s initial Form 3 was filed four days late and a Form 4 reporting the sale of stock by Mr. Whitney was filed approximately one week late.

Procedures to Recommend Nominees to the Board

There have been no changes in the procedures for security holders to recommend nominees to our Board from those set out in our Proxy Statement dated April 13, 2006.

Audit Committee and Audit Committee Financial Expert

Our Board has a separately designated Audit Committee to oversee our accounting and financial reporting processes and the audits of our financial statements.. The current members of the Audit Committee of the Board of Directors are Andrew (Andy) B. Mitchell, Peter F. Reilly, and Jeffrey M. Stafeil. The Board has determined that each of Messrs. Mitchell, Reilly and Stafeil is an audit committee financial expert.

Item 11. Executive Compensation

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis describes the Company’s executive compensation plans and programs and provides material information relating to the compensation of the named executive officers identified in the Summary Compensation Table.

The current members of the Compensation Committee are Andrew (Andy) B. Mitchell, Steven J. Gilbert, and Fred Bentley.

Executive Summary

To fully appreciate the Company’s executive compensation philosophy and the compensation decisions made in 2007, it is essential to understand the Company’s business circumstances over the last two years, most notably its bankruptcy filing in October 2006. On October 30, 2006, Dura filed for chapter 11 bankruptcy protection. North American production cutbacks by U.S. auto manufacturers and the rising costs for raw materials, such as steel, were the primary reasons for the filing. The bankruptcy filing covers Dura’s U.S. and Canadian operations. On June 27, 2008, the Company successfully emerged from chapter 11 bankruptcy protection.

As it operated under chapter 11 bankruptcy protection, the Company’s primary objectives were twofold: (i) the achievement of critical operational goals and (ii) the development of a plan of reorganization that would enable the Company to emerge as a healthy organization. The Company believed that to achieve these goals it must motivate and reward a core group of highly experienced key employees, including its named executive officers, through the implementation of market-competitive compensation plans and programs which are described in detail below.

The compensation programs were designed to motivate executives to achieve our business objectives particularly in the short-term to emerge from chapter 11 bankruptcy protection. In 2007, we delivered our five year Business Plan to our Creditor’s Committee and Second Lien Committee and filed our chapter 11 plan of reorganization. Our goal is to pay competitively among the market, but consider the unique dynamics of bankruptcy proceedings. Accordingly, our main incentive component, the Key Management Incentive Plan (KMIP), was paid based on targets approved by the Bankruptcy Court. The company did not make long-term incentive or equity grants in 2007 and the current outstanding equity granted in 2006 did not vest as of May, 31, 2008, the final vesting date.

General Compensation Philosophy

The objectives of the Company’s executive compensation program are to pay for performance and to attract, retain, and motivate talented executives who can assist in the Company’s achievement of its business goals by delivering high-level performance. The Company’s executive compensation program has been designed to meet these objectives by linking each executive officer’s financial rewards to the accomplishment of annual and long-term performance goals. Consequently, while executives share in the success of the

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Company as a whole, they are adversely affected by poor Company performance, thereby aligning their financial interests with those of the Company’s stockholders. The Company’s compensation objectives include:

•		Attracting and retaining the best possible executive talent;

•		Motivating executive officers to achieve the Company’s performance objectives;

•		Rewarding individual performance and contributions; and

•		Linking the financial interests of executives and stockholders.

The Company’s focus on performance-based compensation is illustrated by the fact that a substantial portion of the compensation awarded to the executive officers is contingent upon the Company’s business results, as follows:

•		Periodic cash incentive payments were made under the KMIP only if the Company makes progress toward achieving certain pre-determined milestones tied to its “50-cubed” restructuring plan and target earnings before interest, taxes, depreciation, and amortization (EBITDA). As of the beginning of the second quarter of 2007, the metrics under the KMIP for our executive officers were modified to include achievement of certain milestones relating to an expeditious exit from bankruptcy.

•		Long-term equity incentive compensation (restricted stock units, stock options and performance shares) is directly tied to the Company’s share performance. In 2007, the Company, however, did not make long-term incentive grants because it was operating under chapter 11 bankruptcy protection.

Market Data

To successfully recruit and retain top-performing talent, Dura provides its executive officers with compensation that is competitive with the market. Since only a few changes were made to the compensation programs in 2007, a full benchmarking study was not conducted. However, when new executives were hired or changes were made to pay opportunities, positions were benchmarked against industry practices. In those cases, management and the Compensation Committee considered market data provided by our compensation consultant, Watson Wyatt. This market data was derived from various published survey sources, including Watson Wyatt’s Top Management Report and Mercer’s Executive Benchmark Survey. Data gathered included various benchmarks from the auto parts, non-durable manufacturing, and the general industries. Market data was size adjusted using a regression formula to take into account Dura’s revenue during 2006 of $2.1 billion.

Executive Compensation Components

To achieve its executive compensation objectives, the Company’s executive compensation program in 2007 is comprised of the following five components:

•		Base salary;

•		Annual bonus;

•		KMIP bonus;

•		Long-term equity incentive compensation; and

•		Executive retirement benefits, severance benefits, and perquisites.

The combination of both cash compensation and equity-based compensation is intended to encourage and reward near-term objectives, such as financial performance, and Dura’s long-term goals, such as the achievement of critical operational goals and the development of a plan of reorganization, that will enable the Company to emerge from bankruptcy as a healthy organization. Payments to the named executive officers, under the plans and programs described below (other than base salary), are subject to the approval of the Bankruptcy Court.

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Salary

Dura provides base salaries to its named executive officers for services rendered during the year. In general, the base salaries of Dura’s named executive officers are targeted at the 50th percentile of the market data defined above. The Compensation Committee periodically reviews compensation data from outside consultants, and available survey information in determining comparable salary rates. In addition, the Compensation Committee takes into consideration recommendations from the Chief Executive Officer and each named executive officer’s performance during the prior year in adjusting base salary levels. Overall, base salary levels for the executive officers are at or below the market median.

Ms. Skotak was promoted to Chief Administrative Officer in October 2007. The Company reviewed her revised role and benchmarked her new position against market practice. Her salary was increased from $275,000 to $325,000, effective November 1, 2007, and is positioned similarly to the overall executive base salaries relative to the market. Besides Ms. Skotak, no other salary increases were made to the named executive officers during 2007. Mr. Trenary was hired as Chief Financial Officer in 2007 and his salary was the same as the former CFO (Mr. Marchiando).

Short-Term Incentives

Historically, the Company has provided annual incentives under the Company’s annual bonus plan. In 2007, no award opportunities were provided. Instead, our annual incentive opportunities were provided under the KMIP which are paid based on achievement of key operational and financial objectives during bankruptcy.

Key Management Incentive Plan and other Special Incentive Payments

In an effort to motivate the executive officers to achieve the Company’s “50-cubed” operational restructuring plan, the Compensation Committee approved the KMIP in August 2006, which provided incentive opportunities from August 2006 to December 2007. The KMIP is a performance-based, midterm bonus plan that rewards participants for the achievement of predetermined performance goals. The determination of awards and interim payments were determined by the Compensation Committee and are based on the progress in achieving the plan’s goals.

The KMIP, as originally conceived and administered, provided incentive payments focused solely on completing the contemplated 50-cubed Plan and other operational restructuring initiatives on time and at or below budget. The KMIP was intended to ensure that senior management participants (the “Tier I KMIP Participants”) and approximately fifty non-senior management participants (the “Tier II KMIP Participants”), who are primarily responsible for implementing the Company’s operational restructuring objectives, remain highly motivated and dedicated towards achieving the Company’s various restructuring goals.

The Compensation Committee initially established the following performance measures and related goals under the KMIP:

•		Moving 2,000 positions from current facilities to best-in-cost facilities by December 31, 2007;

•		Achieving the “50-cubed” operational restructuring plan for a total cost not exceeding $100 million (including cash expenses and capital expenditures);

•		Right-sizing the fixed employee base by eliminating at least 510 indirect employee positions; and

•		Achieving personal goals that support the above three objectives.

The Company believes that the achievement of these goals would have permitted the Company to meet its restructuring objectives, enhance its ability to preserve the value of Company assets, and set the groundwork to emerge from bankruptcy as a financially healthy company going forward. The prior year’s Compensation Discussion and Analysis provides a detailed explanation of target award opportunities and payouts for the portion of the KMIP in 2006.

On May 8, 2007, the Bankruptcy Court entered an order authorizing certain interim payments approved by Dura’s Compensation Committee to the Tier I KMIP Participants (including Messrs. Denton, Harbert, Szczupak, Stephens, and Ms. Skotak) in the aggregate amount of $1,212,970, for accomplishments made during the September 25 to December 31, 2006, and the January 1 to March 31, 2007 timeframes.

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In May 2007, the Company revised the KMIP (the “Revised KMIP”) to take into account the evolving facts and circumstances of the chapter 11 cases, and in particular the development of the 2007 and 2008 operating forecast and five year business plan, including specific incentives for achieving two other goals: (i) meeting certain business-performance criteria; and (ii) expeditiously exiting the bankruptcy proceedings. The terms of the Revised KMIP applicable to the Tier I KMIP Participants are:

The Tier I KMIP Participants were eligible to receive three payments based on the achieving the following milestones:

	•		Incentive Payment No. 1: 25% of remaining KMIP bonus payments upon the delivery of the five year Business Plan to the Creditors’ Committee and Second Lien Committee (the “Business Plan Metric Payment”);

	•		Incentive Payment No. 2: 25% of remaining KMIP bonus payments upon the filing of a chapter 11 plan of reorganization and disclosure statement with the Bankruptcy Court (the “Plan of Reorganization Metric Payment”); and

	•		Final Payment: 50% of remaining KMIP bonus payments upon the earlier of: (a) December 31, 2007; and (b) the confirmation of a chapter 11 plan of reorganization, subject to certain trailing 2007 EBITDA targets (the “EBITDA Target Payment”).

On June 1, 2007, the Bankruptcy Court entered an order authorizing the Company to make payments without further notice to the Tier I KMIP Participants with respect to the 50% EBITDA Target Payments upon the earlier of (a) December 31, 2007; and (b) the confirmation of a chapter 11 plan of reorganization subject to certain trailing 2007 EBITDA targets (measured beginning April 1, 2007), pursuant to the Revised KMIP metrics.

On June 28, 2007, the Bankruptcy Court entered an order authorizing the Debtors to make the Business Plan Metric payment to the Tier I KMIP Participants in the amount of $505,267 (including payments to Messrs. Denton, Szczupak, Harbert, Stephens, and Ms. Skotak).

On November 1, 2007, the Bankruptcy Court entered an order authorizing the Debtors to make the Plan of Reorganization Metric payment to Tier I KMIP participants in the amount of $513,516 (including payments to Messrs. Denton, Szczupak, Harbert, and Ms. Skotak).

On December 31, 2007, the EBITDA Target payment was made to the Tier I Participants based on results of EBITDA achievement in the amount of $2,010,534 (including payments to Messrs. Denton, Szczupak, and Ms. Skotak).

The 2006 KMIP was terminated after the final payout on 12/31/07. In February 2008, the Bankruptcy Court approved the metrics under the 2008 KMIP. The 2008 KMIP covers approximately 110 non-senior management and other key employees and provides a cash incentive opportunity. The incentive opportunity has various milestone operational restructuring events and quarterly financial objectives. The total opportunity for the 2008 KMIP may not exceed $2.6 million. Messrs. Denton, Trenary, Szczupak and Ms. Skotak are not participants in the 2008 KMIP.

In August 2007, Mr. Stephens received a cash incentive payment under the Atwood Sale Incentive Program. The purpose of this Program was to provide a financial incentive to certain key management employees at our Atwood division to fully support the sale process and pursue the highest and best value for the division. Mr. Stephens was provided with an incentive up to 150% of his salary based on the sale price of the divestiture. A minimum sale price was included as a threshold in the plan. Based on the results of the sale, Mr. Stephens was awarded a cash payout of $259,416, which represented 115% of his salary.

Long-Term Equity Incentives

The use of long-term equity incentives is designed to promote long-term value for stockholders as well as to increase employee retention and stock ownership. Long-term equity incentives consist of awards granted under the 1998 Stock Incentive Plan (the “Stock Plan”) which is administered by the Compensation Committee. Executives may also increase their equity interest in the Company by participating in the Deferred Income Leadership Stock Purchase Plan. In 2007, no equity awards were made to executives and no bonuses were deferred in the Deferred Income Leadership Stock Purchase Plan (discussed below).

As part of an effort to motivate the key executives to strengthen the financial health of Dura, the Compensation Committee awarded the named executive officers performance shares under the Stock Plan in 2006. The performance shares will be settled in Class A Common Stock on the last day of the month in which the performance goal is satisfied. The performance goal is the

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completion of a material improvement in the Company’s consolidated balance sheet, as determined by the Compensation Committee. The performance period began on May 31, 2006, and ends on the earlier of (i) the date that the Compensation Committee determines that the performance goal has been met and (ii) two years from the commencement of the performance period. If the performance goal is not met by May 31, 2008, then no performance shares will be paid to the executive officers. As of May 31, 2008, the performance goal had not been attained by the Company; therefore, no performance shares were earned by any executive officers.

The Company also provides executives with the opportunity to increase their equity interest in the Company through its Deferred Income Leadership Purchase Plan (the “Deferred Stock Plan”). The Company established the Deferred Stock Plan to provide key employees of Dura with the opportunity to increase their equity interest in the Company, to attract and retain highly qualified key employees, and to align their interests with the interests of shareholders. To achieve these purposes, the plan permits eligible participants to defer and invest all or part of their Annual Bonus Plan award in restricted stock units equivalent to shares of Class A Common Stock of the Company. The number of restricted stock units credited to a participant’s account is equal to the amount deferred divided by the fair market value of a share of Company common stock on the date on which the bonus otherwise would have been paid. The Company provides participants with additional credits to their accounts equal to one-third of the participant’s deferred shares. The restricted stock units based on the participant’s bonus deferrals are 100% vested at all times. The restricted stock units attributable to Company contributions become 100% vested on the first day of the third plan year following the date such restricted stock units are credited to the participant’s account. Restricted stock units are distributed in a lump sum or in installment payments, in the form of a stock certificate, on the date elected by the participant. No amounts were credited to the Deferred Stock Plan in 2007 on behalf of the named executive officers.

Executive Benefits and Perquisites

As part of a competitive total compensation program, Dura provides its named executive officers with supplemental retirement benefits and a limited amount of perquisites. In addition, the Company’s named executive officers have the opportunity to participate in a number of benefit programs that are generally available to all salaried employees, such as health, disability and life insurance.

Executive Retirement Benefits

The Dura Automotive Systems, Inc. 2003 Supplemental Executive Retirement Plan (the “SERP”) is a non-qualified deferred compensation plan that supplements retirement income benefits provided to named executive officers under the Company’s qualified retirement plans. The SERP is part of Dura’s competitive executive compensation program and serves to attract and retain top-performing talent. The SERP provides annual benefits of up to 26.25% of the participant’s final average annual compensation. As of December 31, 2007, only Messrs. Denton and Knappenberger were vested under the terms of the SERP. However, the Company has since rejected Mr. Knappenberger’s SERP benefit, effective upon emergence from bankruptcy. Accordingly, the value of his vested SERP benefit becomes a general unsecured claim under chapter 11.

Ms. Skotak has also accrued benefits under the Dura Master Pension Plan (the “Master Plan”). Her benefit is determined under the rules of the Master Plan that apply to participants in the former Dura Cash Balance Retirement Plan for Salaried Employees. No benefit service credits have been made to her account since December 31, 1999. Interest credits are added to her account annually.

Dura maintains the Dura Automotive Systems Safe Harbor Plan (the “401(k) Plan”) under which all salaried employees, including the named executive officers, may make 401(k) salary deferral contributions. Under this plan, Dura makes a matching contribution of 100% on the first 3% of compensation that a participant elects to defer, and 50% on the next 2% of compensation deferred. Participants are fully vested in their matching contributions.

Dura also maintains the Dura Automotive Systems, Inc. Non-qualified Plan. This plan is an unfunded, non-qualified deferred compensation plan that allows eligible participants to defer up to 80% of their compensation and 100% of their annual bonus into the plan. Earnings are credited on each participant’s account based on investment vehicles similar to those offered under the Dura Automotive Systems Safe Harbor Plan. The Company does not make any contributions to this plan. None of the named executive officers deferred compensation into this plan during 2007, and with the distribution to Mr. Knappenberger shown in the Non-qualified Deferred Compensation table, none of the named executive officers have balances remaining.

Executive Perquisites

The Company provides a limited amount of perquisites to its named executive officers through the Dura Executive Flexible Perquisite Program (the “Flexible Perk Program”). The Flexible Perk Program is designed to provide designated individuals the

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opportunity to use a perquisite allowance for personal benefits which have the most value to the executive. Executive officers receive an annual allowance under the Flexible Perk Program which may be used for, among other things, Company automobile, life insurance, tuition reimbursement, financial and tax planning, health club, and executive physicals. The amount of the allowance is based on the executive’s position and ranges from $22,000 to $44,000. Unused amounts are not carried over to future years, but 50% of any unused amount is distributed to the executive and used to pay federal income taxes on the allowance.

Severance and Change in Control Benefits

The Company provides certain of its named executive officers with severance benefits in the event of termination of employment or a change in control of the Company. Messrs. Denton’s, Harbert’s, Knappenberger’s, Szczupak’s, Trenary’s, and Ms. Skotak’s severance benefits, which are set forth in their respective employment or Change of Control Agreement, if any, are described in more detail in the Other Potential Post-Employment Payments section.

The Company maintains Change in Control Agreements with Mr. Denton and Ms. Skotak that are intended to provide for continuity of management in the event of a Change in Control of the Company, as well as to provide externally competitive compensation programs to the Company’s named executive officers. The agreements provide for protection in the form of severance and other benefits to such executives in the event of termination of employment within six months preceding (in contemplation of a Change in Control) or two years following a Change in Control: (a) by Dura for a reason other than “Cause,” disability, or death, or (b) by the executive, after a reduction in compensation or a mandatory relocation or after the executive determines in good faith that his or her ability to carry out his or her responsibilities has been substantially impaired. Messrs. Denton’s, Harbert’s, Knappenberger’s, Szczupak’s, and Trenary’s change of control protections terminated when their employment terminated. For more details concerning such terminations, see the footnotes to the Summary Compensation Table.

Stock Ownership Guidelines

The Compensation Committee and the Board of Directors have approved stock ownership guidelines that apply to designated employees, including executive officers. The guidelines are based on the employee’s position with the Company. The Chief Executive Officer is expected to own at least 150,000 shares, and other executive officers are expected to own at least 50,000 shares. Any employee who has not met the minimum guidelines is required to allocate a minimum of 10% of his or her annual bonus to purchase stock either on the open market, through the Company’s Employee Stock Discount Purchase Plan (which was frozen as of September 30, 2006) or through the Deferred Income Leadership Stock Purchase Plan. An officer is expected to purchase stock equal to 5% of the annual bonus, regardless of his or her stock ownership level. The Company is not currently enforcing the stock ownership guidelines.

Section 162(m) of the Internal Revenue Code

The income tax laws of the United States limit the amount the Company may deduct for compensation paid to the Company’s named executive officers. Certain compensation that qualifies as “performance-based” under IRS guidelines is not subject to this limit. Stock options granted under the Company’s Stock Plan are designed to qualify as performance-based compensation, thereby permitting the Company to deduct the related expenses. The Compensation Committee may seek to structure components of its executive compensation to achieve the maximum deductibility under the Internal Revenue Code in a manner that provides the Compensation Committee with enough flexibility to ensure consistency with the Company’s compensation goals and its values.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with Dura management. Based on such review and discussion, the Compensation Committee recommended to the Board of the Directors that the Compensation Discussion and Analysis be included in Dura’s 2007 Annual Report on Form 10-K.

Compensation Committee

Steven J. Gilbert, Chairman

Andrew (Andy) B. Mitchell

Fred Bentley

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Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee who served during fiscal 2007 is or was formerly an officer or an employee of the Company. There were no Compensation Committee interlocks during fiscal 2007

Summary Compensation Table

The following Summary Compensation Table shows the compensation of the Company’s Chief Executive Officer and each of the other executive officers named in this section (the “named executive officers”) for the fiscal year ended December 31, 2007:

SUMMARY COMPENSATION TABLE


													Non-qualified
											Non-Equity		Deferred
							Stock		Option		Incentive Plan		Compensation		All Other
Name and Principal			Salary(1)		Bonus(2)		Awards(3)		Awards(4)		Compensation(5)		Earnings(6)		Compensation(7)		Total
Position	Year		($)		($)		($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Lawrence A. Denton (8) Chairman, President and Chief Executive Officer		2007	$	800,000	$	—	$	—	$	—	$	2,369,847	$	218,177	$	53,000	$	3,441,024
		2006	$	800,000	$	—	$	—	$	—	$	307,192	$	152,360	$	53,218	$	1,312,770

David T. Szczupak (9) Vice President, Chief Operating Officer		2007	$	500,000	$	—	$	—	$	—	$	1,018,874	$	0	$	38,264	$	1,557,137

Theresa L. Skotak Vice President, Chief Administrative Officer		2007	$	283,333	$	—	$	—	$	—	$	471,675	$	14,087	$	24,898	$	793,993
		2006	$	275,000	$	—	$	—	$	—	$	59,135	$	12,968	$	16,689	$	363,792

C. Timothy Trenary(10) Vice President, Chief Financial Officer		2007	$	109,375	$	—	$	—	$	—	$	120,715	$	0	$	13,288	$	243,378

David L. Harbert(11) Former Vice President, Chief Financial Officer		2007	$	408,738	$	125,000	$	—	$	—	$	—	$	0	$	30,062	$	563,800
		2006	$	31,569	$	—	$	—	$	—	$	—	$	—	$	—	$	31,569

Tim Stephens(12) Former Vice President, President Atwood Division		2007	$	146,682	$	—	$	—	$	—	$	396,115	$	0	$	9,000	$	551,797

John J. Knappenberger(13) Former Vice President		2007	$	235,988	$	—	$	—	$	—	$	—	$	0	$	196,815	$	432,804
		2006	$	281,885	$	—	$	—	$	—	$	—	$	34,045	$	34,063	$	349,993


(1)		Messrs Denton, Szczupak, Stephens, Knappenberger, and Ms. Skotak contributed a portion of their salary to the Company’s 401(k) savings plan.

(2)		Amount for Mr. Harbert represents his payments in the KMIP, which were discretionary incentive payments.

(3)		The Company did not recognize any expenses pursuant to FAS 123(R) for stock awards in 2006 or 2007.

(4)		The Company did not recognize any expenses pursuant to FAS 123(R) for stock option awards in 2006 and 2007.

(5)		No opportunities were provided under the annual bonus plan in 2007. The amounts disclosed in this column represent payments made in 2006 and 2007 under the Company’s KMIP to executive officers who participated in the KMIP. Mr. Knappenberger did not participate in the plan. Amount for Mr. Stephens in 2007 also includes $259,416 representing an incentive payout for successful divestiture of the Atwood Division.

(6)		This column reflects the increase in actuarial pension value for each executive officer participating under the SERP. Mr. Denton’s change in pension value reported for 2006 has been updated from last year’s disclosure to include bonus payouts under the KMIP that were paid during 2006 and resulted in a change in his final average earnings for his SERP benefit as of 2006. With respect to Ms. Skotak, this column also reflects interest credits added to Ms. Skotak’s cash balance account under the Master Plan. The value of Mr. Knappenberger’s SERP benefit decreased by $15,377 during 2007; in addition, Mr. Knappenberger’s SERP was subsequently rejected by the Company, effective on emergence from bankruptcy. Mr. Knappenberger also had an account in the Dura Automotive Systems, Inc. Non-qualified Plan that was cashed out at his termination of employment; he did not receive above-market interest credits to his account during 2007. Mr. Stephens had participated in the SERP but was not vested in his benefit at the time of the sale of the Atwood division, and thus forfeited his accrued benefit.

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(7)		For 2007, represents the incremental cost to the Company of providing all other compensation to its named executive officers including a Company car, golf club membership, health club membership, financial planning, a physical examination, and life insurance premiums. Includes life insurance premiums of $19,452, $2,020, $4,350, and $10,600 for Messrs. Denton, Trenary, Szczupak, and Knappenberger, respectively. Includes tax reimbursements of $6,103 for Ms. Skotak, $2,101 for Mr. Trenary, and $2,550 for Mr. Knappenberger under the Flexible Perks Program. This column includes matching contributions under the Company’s 401(k) plan for Messrs. Denton, Szczupak, Stephens, Knappenberger, and Ms. Skotak. This column also includes $9,000 cash payment to Mr. Trenary for forgone compensation at his prior employer and the following severance related payments: Mr. Harbert of $20,062 for unused vacation and $10,000 per diem; and Mr. Knappenberger of $43,365 for unused vacation and $125,000 cash severance.

(8)		Mr. Denton terminated his employment as Chairman, President, and CEO of the Company on July 16, 2008. Mr. Denton will serve as a consultant to the Company until December 31, 2008. Pay during this transition and period thereafter is contained in the Form 8-K filed July 17, 2008.

(9)		Mr. Szczupak volutarily terminated employment with the Company on July 3, 2008.

(10)		Mr. Trenary’s employment with the Company commenced on September 17, 2007 and he voluntarily terminated employment on June 20, 2008.

(11)		Mr. Harbert’s employment with the Company commenced in December 9, 2006. He was appointed Chief Financial Officer on December 20, 2006. He voluntarily terminated employment with the Company in September 2007.

(12)		Mr. Stephens terminated employment with the Company when the Atwood division was divested in August 2007.

(13)		Mr. Knappenberger voluntarily terminated employment with the Company on November 1, 2007.

Grants of Plan-Based Awards Table

The Grants of Plan-Based Awards Table contains information for each named executive officer with respect to estimated possible payouts under equity and non-equity incentive plan awards made in 2007. The Company did not grant any stock options or stock awards to the named executive officers in 2007.

GRANTS OF PLAN-BASED AWARDS IN 2007


		Estimated Future Payouts Under					Estimated Future Payouts			All Other	All Other	Exercise of Base	Grant Date Fair
		Non-Equity Incentive Plan					Under Equity Incentive Plan			Stock	Option	Price of Option	Value of Stock and
		Awards(1)					Awards(2)			Awards	Awards	Awards	Option
											No. of Securities
										No. of Shares or	Underlying Options
		Threshold	Target		Maximum		Threshold	Target	Maximum	Units (2)	(2)
Name	Grant Date	($)	($)		($)		(#)	(#)	(#)	(#)	(#)	$/Sh(2)	($) (2)
(a)	(b)	(c)	(d)		(g)		(g)	(h)	(e)	(f)	(g)	(h)	(i)
Lawrence A. Denton KMIP		$ —	$	—	$	—	—	—	—	—	—	$ —	$ —

David T. Szczupak KMIP		$ —	$	—	$	—	—	—	—	—	—	$ —	$ —

Theresa L. Skotak KMIP		$ —	$	—	$	—	—	—	—	—	—	$ —	$ —

C. Timothy Trenary KMIP	9/17/2007	$ —	$	675,000	$	675,000	—	—	—	—	—	$ —	$ —

David L. Harbert(3) KMIP		$ —	$	—	$	—	—	—	—	—	—	$ —	$ —

Tim Stephens KMIP		$ —	$	—	$	—	—	—	—	—	—	$ —	$ —

Atwood Sale Incentive Program(4)	8/9/2007	$ —	$	—	$	337,500

John J. Knappenberger(5) KMIP		$ —	$	—	$	—	—	—	—	—	—	$ —	$ —


(1)		Amounts represent potential cash payouts under the Company’s Key Management Incentive Plan or the Atwood Sales Incentives Program. The actual payout amounts in 2007 for the Key Management Incentive Plan are reflected in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.

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(2)		No equity grants were made in 2007.

(3)		Mr. Harbert’s KMIP opportunity was discretionary.

(4)		Incentive program for successful divestiture of Atwood division.

(5)		Mr. Knappenberger did not participate in the KMIP.

Narrative to the Summary Compensation Table and the Grants of Plan-Based Awards Table

The following is a description of the Summary Compensation Table and the Grants of Plan-Based Awards Table. The narrative is intended to provide material factors necessary to understand the information disclosed in these tables.

Employment Agreements

Lawrence A. Denton. The Board of Directors appointed Mr. Denton as President and Chief Executive Officer effective as of January 15, 2003. Pursuant to the terms and conditions of Mr. Denton’s offer letter, Dura agreed to pay to Mr. Denton an annual base salary of $700,000 and perquisites of up to $40,000 per year. The Compensation Committee subsequently approved an increase in Mr. Denton’s base salary and perquisites to $800,000 and $44,000, respectively, in January 2005. As part of the Company’s Flexible Perk Program, Mr. Denton received life insurance, golf club membership, financial planning, a physical examination, and use of a Company car in 2007. Mr. Denton also participates in the Annual Bonus Plan, the KMIP, the Stock Plan, the Deferred Stock Plan, the 401(k) Plan, and the SERP. In addition, Dura agreed to develop a plan to grant Mr. Denton 100,000 shares of restricted stock to vest on his fifth anniversary with Dura. Vesting was to depend on a set of performance factors to be developed by the Compensation Committee and Mr. Denton. Such shares were never awarded to Mr. Denton. In May 2008, Mr. Denton’s offer letter, which was approved by the Bankruptcy Court, was revised to replace the 100,000 share restricted stock grant with a company sale incentive. Under this incentive plan, Mr. Denton receives an amount equal to $500,000 if the total enterprise value from the sale of the Company is less than $495 million and occurs prior to 18 months after the effective date of the Plan of Reorganization or an increasing amount if the enterprise value exceeds $495 million. The incentive payment amount is capped at $2 million provided a sale amount greater than $895 million. If the total enterprise value is less than $495 million and the sale occurs after 18 months from the effective date of the Plan of Reorganization, no incentive will be paid. Sale of the company is defined as one or more sales occurring by Company to dispose of 50% or more of the Company’s outstanding stock or gross assets. Mr. Denton terminated his employment as Chairman, President, and CEO of the Company on July 16, 2008. Mr. Denton will serve as a consultant to the Company until December 31, 2008. Pay during this transition period and thereafter is contained in the Form 8-K filed July 17, 2008.

David T. Szczupak. The Board of Directors appointed Mr. Szczupak as Vice President, and Chief Operating Officer effective as of December 8, 2006. Pursuant to the terms and conditions of Mr. Szczupak’s Employment Agreement, which was approved by the Bankruptcy Court, Dura agreed to pay to Mr. Szczupak an annual base salary of $500,000, and perquisites of up to $33,000 per year. As part of the Company’s Flexible Perk Program, Mr. Szczupak received life insurance, golf club membership, health club membership, financial planning, use of a Company car, and tax reimbursements in 2007. Mr. Szczupak also participates in the Annual Bonus Plan, the KMIP, and the 401(k) Plan. Pursuant to the Employment Agreement, Mr. Szczupak is employed as Dura’s Chief Operating Officer for a period of three calendar years. He is entitled to receive a one-time signing bonus in the gross amount of $200,000 payable in two equal installments. The first installment was paid on the effective date of the Employment Agreement (December 8, 2006) and the second installment was paid on May 15, 2008. Amounts payable to Mr. Szczupak upon his termination of employment are described under the heading “Other Potential Post-Employment Payments.” Mr. Szczupak agreed not to disclose any of Dura’s confidential information or trade secrets and further agreed not to solicit any Dura employee to leave Dura employment for a period of one year after his termination of employment. Mr. Szczupak voluntarily terminated employment with the Company on July 3, 2008.

David L. Harbert. The Board of Directors appointed Mr. Harbert as Vice President, and Chief Financial Officer effective as of December 20, 2006. Mr. Harbert is a Partner in Tatum, LLC (“Tatum”). As a Partner of Tatum, Mr. Harbert shares with Tatum a

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portion of his economic interest in any stock options or equity bonus that the Company may, in its discretion, grant to him. Pursuant to the terms and conditions of Mr. Harbert’s employment agreement, which was approved by the Bankruptcy Court, Dura paid Mr. Harbert an annual base salary of $518,400. Mr. Harbert’s salary may be increased from time to time by the Company in its discretion. Mr. Harbert was also eligible to participate in the KMIP. Mr. Harbert’s award payout under the KMIP was discretionary and was determined by the Chief Executive Officer, subject to the approval of the Compensation Committee. The Company reimbursed Mr. Harbert for reasonable travel and out-of-pocket business expenses and also provided him with a stipend of $50 per day. Mr. Harbert was also eligible to participate in Dura’s 401(k) Plan. Mr. Harbert’s employment with the Company terminated in September 2007.

C. Timothy Trenary. The Board of Directors appointed Mr. Trenary as Vice President and Chief Financial Officer effective September 16, 2007. Pursuant to the terms of Mr. Trenary’s offer letter, Dura agreed to pay Mr. Trenary an annual base salary of $375,000 and perquisites of up to $22,000 per year. As part of the Company’s Flexible Perk Program, he received life insurance, health club membership, and tax reimbursements in 2007. Mr. Trenary also participated in the Annual Bonus Plan, the KMIP, and the 401(k) Plan. Mr. Trenary voluntarily terminated employment with the Company on June 20, 2008.

Theresa L. Skotak. During 2007, the Company did not maintain an employment agreement with Ms. Skotak, other than the Change in Control Agreement, described below under the heading “Other Potential Post-Employment Payments.” On August 29, 2008, Ms. Skotak entered into an employment agreement with the Company. The details of the employment contract are contained in the Form 8-K filed on that date.

Timothy D. Leuliette. On July 16, 2008, the Board appointed Mr. Leulitte as President and Chief Executive Officer. On August 29, 2008, Mr. Leuliette entered into an employment agreement with the Company. The details of the employment contract are contained in the Form 8-K filed on that date.

Outstanding Equity Awards at Fiscal Year-End

The Outstanding Equity Awards at Fiscal Year-End Table discloses information for each named executive officer relating to outstanding equity awards at the end of the 2007 fiscal year. Except for the named executive officers listed below, none of the named executive officers had any outstanding equity awards at the end of the 2007 fiscal year.

OUTSTANDING EQUITY AWARDS AT 2007 FISCAL YEAR-END

Option Awards (1)

Stock Awards

Equity Incentive

Number of

Plan Awards:

Securities

Number of Unearned

Market or Payout

Underlying

Number of Shares

Market Value of

Shares, Units,

Value of Unearned

Unexercised

or Units of Stock

Shares or Units

or Other Rights

Shares, Units, or

Options

Option

That Have Not

of Stock That

That Have Not

Other Rights that

Exercisable

Unexercisable

Exercise Price

Expiration

Vested(2)

Have Not Vested

Vested(3)

Have Not Vested

Name

(#)

($)

Date

(#)

($)

(#)

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Lawrence A. Denton

250,000
180,000
250,000

0
0
0

$  7.02
$  9.52
$  3.70

2/20/2013
5/19/2014
5/18/2015

1,834

500,000

10,000

Theresa L. Skotak

    3,750
    4,000
  20,000
  25,000
  80,000

0
0
0
0
0

$  7.50
$  9.15
$13.50
$  7.02
$  9.52

1/22/2011
12/13/2011
8/1/2012
2/20/2013
5/19/2014

302

200,000

4,000


(1)		All options were fully vested as of October 26, 2005, by action of the Compensation Committee. As of the Effective Date, all of our previously outstanding shares of Class A common stock were cancelled for no consideration pursuant to the terms of the Confirmed Plan.

(2)		This column represents outstanding restricted stock units credited by the Company pursuant to the Deferred Stock Plan. The remaining restricted stock units vested on January 1, 2008.

(3)		This column represents outstanding performance shares as of December 31, 2007, payable in common stock, that vest upon the achievement of a predetermined performance goal. The performance period began on May 31, 2006, and ends on the earlier of the date that the Compensation Committee determines that the performance goal has been met and 2 years from the commencement of the performance period. As of May 31, 2008, the performance criteria were not met and the shares were forfeited.

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Option Exercises and Stock Vested Table

The Option Exercises and Stock Vested Table contain information relating to stock awards that have vested for the named executive officers during 2007. No named executive officers exercised options in 2007. Except for the named executive officers listed below, none of the named executive officers exercised any option awards or had any stock, including restricted stock, restricted stock units and similar instruments, vest during the 2007 fiscal year.

2007 OPTION EXERCISES AND STOCK VESTED


	Stock Awards
	Number of Shares
	Acquired on
	Vesting(1)		Value Realized on Vesting(2)
Name	(#)		($)
(a)	(b)		(c)
Lawrence A. Denton		3,537	$	1,733
Theresa L. Skotak		603	$	295


(1)		This column shows the number of restricted stock units that became vested on January 1, 2007, under the Deferred Stock Plan.

(2)		The “Value Realized on Vesting” represents the number of restricted stock units that vested on January 1, 2007 multiplied by the closing price of Dura common stock ($0.49) on the date of vesting.

Pension Benefits Table

The Pension Benefits Table describes the estimated actuarial present value of accrued pension benefits as of September 30, 2007. Dura provides defined benefits under the SERP to eligible named executive officers. In addition to participating in the SERP, Ms. Skotak has an accrued benefit under the Dura Master Pension Plan. Except for the named executive officers listed below, none of the named executive officers participate in any Company pension plan.

2007 PENSION BENEFITS


		Number of Years of	Present Value of	Payments During Last
		Credited Service	Accumulated Benefit(1)	Fiscal Year
Name	Plan Name	(#)	($)	($)
(a)	(b)	(c)	(d)	(e)
Lawrence A. Denton(2)	2003 Supplemental Executive Retirement Plan	9.5	$662,234	$0
Theresa L. Skotak	2003 Supplemental Executive Retirement Plan	10.5	$125,588	$0
	DURA Master Pension Plan	2.8	$13,241	$0
John J. Knappenberger(3)	2003 Supplemental Executive Retirement Plan	11.8	$271,304	$0


(1)		The assumptions used to calculate the present reference. value of each executive’s accumulated benefit are discussed in Item 8, Note 9. Employee Benefit Plans to the Consolidated Financial Statements included in this Form 10-K, which is incorporated herein by

(2)		Pursuant to the purposes of benefit terms of Mr. calculations and Denton’s offervesting under the letter and a SERP. separate letter agreement, Mr. Denton’s service is multiplied by two for

(3)		Mr. Knappenberger’s SERP benefit was subsequently rejected by Dura, effective upon emergence from bankruptcy resulting in the value of his benefit becoming a general unsecured claim.

SERP

The SERP provides executives with defined benefit payments upon early or normal retirement. In order to be eligible for participation in the SERP, an executive must be recommended by the Chief Executive Officer and shall become a participant on the first day of the month following the date on which he or she is designated by the Compensation Committee as eligible to participate in the plan. Mr. Denton, Ms. Skotak and Mr. Knappenberger have earned benefits in the SERP as of December 31, 2007.

Payments under the SERP, as of end of the Company’s most recent fiscal year, were subject to Bankruptcy Court approval. As part of its Plan of Reorganization, the Company rejected the SERP (effective as of emergence) except for Mr. Denton’s and Ms. Skotak’s

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benefits thereunder. Accordingly, the value of any vested benefits under the SERP, including Mr. Knappenberger’s, become a general, unsecured claim against the Company.

In order to be eligible for normal retirement benefits, a named executive officer must terminate employment on or after age 65. None of the named executive officers are eligible for normal retirement benefits as of December 31, 2007. The normal retirement benefit is paid in the form of a single life annuity with 10 years of payments guaranteed and the monthly benefit is calculated as:

0.75% × Final Average Compensation × Years of Service (up to 35)

Final average compensation is the monthly average of a named executive officer’s compensation for the three calendar years of employment, selected from the last five calendar years of employment, which produce the highest average. “Compensation” means a named executive officer’s salary and wages earned by the named executive officer for services rendered to the Company, including base pay and bonus. Bonuses include payments made under the KMIP program and are included as pensionable earnings in the year that they are earned. Compensation also includes any amount that is deferred by the named executive officer under a salary reduction agreement and is not includible in the gross income of the named executive officer under Internal Revenue Code Sections 125, 402(e) (3), or 402(h) (1) (B), and shall further include bonus payments deferred by the named executive officer into the Deferred Stock Plan or any other deferral of income into a non-qualified deferred compensation plan established by the Company or an affiliate.

In order to be eligible for early retirement benefits, a named executive officer must terminate employment after age 55 and have completed five or more years of service. As of December 31, 2007, Messrs. Denton and Knappenberger were eligible for early retirement benefits. The early retirement benefit is paid in the form of a single life annuity and the monthly benefit is calculated as:

0.75% × Final Average Compensation × Years of Service (up to 35) — 0.5% for Each Month Preceding the Normal Retirement Date

An executive who becomes a participant in the SERP remains an active participant until the earlier of the executive’s termination of service, the executive’s death, or the date on which the Compensation Committee determines that the executive is no longer eligible to participate in this plan.

Benefits are generally paid in the form of a life annuity (with a 10-year certain term) for an unmarried participant and an actuarially equivalent joint and survivor annuity for a married participant. A participant forfeits benefits under the SERP if he or she terminates employment with Dura before being eligible for early retirement benefits (before reaching age 55 with 5 or more years of service), unless the Compensation Committee determines, in its sole discretion, that such participant shall be vested. A participant also forfeits benefits under the SERP if he or she is terminated for cause or due to gross misconduct. A participant must also provide a reasonable level of post-termination consulting services at the request of the Board of Directors. Payment of benefits is further subject to the participant’s compliance with noncompetition, confidentiality, and nonsolicitation covenants set forth in the SERP. However, a participant is not required to comply with the noncompetition covenant if employment is terminated within two years after a change in control.

If a participant becomes disabled during the period of active employment, the benefit becomes vested immediately. If the executive elects to commence prior to his or her normal retirement date, then benefits are reduced by 5/12ths of 1% for each month retirement precedes age 62, and by payments received under a Company-sponsored long-term disability plan. Further, the benefit is calculated assuming that the participant earns future compensation at the same rate as in effect immediately before the disability occurred. If a participant dies during the period of active employment, even if the participant is not vested, his or her surviving spouse is entitled to a monthly life annuity beginning at the date of death. The amount of the annuity is 50% of the benefit that would have been payable to the participant at the later of death or when the participant would have first become eligible for early retirement had he or she survived, but the benefit is calculated based on actual service and pay history at the date of death.

The Company has agreed that the service of the Chief Executive Officer be multiplied by two for purposes of calculating benefits under the SERP. This applied to the Company’s former and current Chief Executive Officer. The Company has also agreed that the service of the current Chief Executive Officer be multiplied by two for purposes of vesting in the SERP benefit.

Master Plan

Of the named executive officers, only Ms. Skotak participates in this plan. Her benefit under the Master Plan is determined under the cash balance formula for former participants in the Dura Cash Balance Retirement Plan for Salaried Employees. This plan was “frozen” on December 31, 1999. Prior to January 1, 2000, the Company made an annual cash balance benefit accrual addition of 5%

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of compensation for the year plus an annual interest credit. Currently, only the annual interest credit is being added to her account. Upon termination of employment, Ms. Skotak may elect to receive her cash balance account in a single sum payment.

Non-qualified Deferred Compensation Table

The Non-qualified Deferred Compensation Table contains information pertaining to the executives’ contributions to the Dura Non-qualified Plan, the earnings accrued under the plan for the past year, and the account balances as of December 31, 2007. Mr. Knappenberger is the only named executive officer who had participated in the Plan.

2007 NON-QUALIFIED DEFERRED COMPENSATION

Aggregate

Executive Contributions

Registrant Contributions

Aggregate Earnings

Withdrawals/

Aggregate Balance

in Last FY

in Last FY(1)

Distributions

at Last FYE

Name

($)

(a)

(b)

(c)

(d)

(e)

(f)

John J. Knappenberger

16,647

207,990


(1)		Mr. Knappenberger’s aggregate earnings under the Non-qualified Plan during 2007 were $16,647. No amounts of Mr. Knappenberger’s aggregate earnings in 2007 are reported as compensation in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column of the Summary Compensation Table, as the earnings are not “above market”.

The Dura Automotive Systems, Inc. Non-qualified Plan (the “plan”) allows a participant, designated by the Employee Benefits Committee of the Company, to elect to defer a portion of his or her compensation from the Company until such participant ceases to be an employee or is no longer eligible to participate in the Plan. Each participant may elect to defer up to 80% of compensation, 100% of any annual bonus, and 100% of any pension plan make-up contribution. A deferral election for any year must be made no later than December 31 of the preceding year. The Company shall, from time to time in its sole discretion, select one or more investment vehicles to be made available as the measuring standard for crediting earnings or losses to each participant’s plan account. Amounts credited to an individual’s account are paid once the participant ceases to be an employee of the Company. All amounts will be distributed in cash in either a single lump sum or in annual installments over a period of three years, as specified by the participant. The Company does not make any contributions to this plan. Although this plan is unfunded for tax purposes, accounts are held in a rabbi trust with an independent trustee. Amounts held in the rabbi trust are subject to the claims of the Company’s creditors. Thus, distributions from this plan are subject to Bankruptcy Court approval. Mr. Knappenberger’s account was paid out in conjunction with his termination of employment.

Other Potential Post-Employment Payments

The following section describes the payments and benefits that would be provided to named executive officers at, following, or in connection with any termination of employment, including resignation, involuntary termination, retirement, death, disability, or a Change in Control of the Company. The tables on the following pages reflect payments and benefits that may be made to the named executive officers, which are generally not available to all salaried employees, in connection with each of these circumstances. The amounts shown in the tables assume that such termination occurs on December 31, 2007, and, thus, only include amounts earned through such time. The assumptions and methodologies that were used to calculate the amounts shown in the tables below are described at the end of this section. However, the actual amounts that would be paid out under each circumstance can only be determined at the actual time of termination of employment. Any such payments would have been subject to Bankruptcy Court approval. Potential payments for Messrs. Harbert, Stephens, and Knappenberger are not shown in this section since their employment terminated in 2007 before the fiscal year end. Payments made to Messrs. Harbert, Stephens, and Knappenberger in connection with their separation of service are included in the All Other Compensation column of the Summary Compensation Table.

In addition to the payments and benefits described below, Mr. Denton would have been eligible for an early retirement benefit from the SERP. The SERP is described above under “Pension Benefits Table”.

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Mr. Denton’s Other Potential Post-Employment Payments

The Company has entered into an agreement with Mr. Denton that provides for payments at, following, or in connection with certain employment terminations, including involuntary termination, death, disability, retirement or a Change in Control of the Company. The material terms and conditions relating to such payments and benefits are set forth below.

Payments Made Upon Involuntary Termination Without Cause

If Mr. Denton’s employment had been involuntarily terminated for reasons other than “Cause” as of December 31, 2007, then the Company would have provided him with the following payments and benefits:

•		Base salary continuation for 24 months;

•		Continued coverage under the Company’s medical and dental plans for a period of 24 months; and

•		An enhanced SERP benefit equal to the normal retirement benefit reduced by 5/12 of 1% for each month by which the benefit commencement date precedes age 62.

Payments Made Upon Death or Disability

In the event Mr. Denton’s employment was terminated due to death or disability, the Company would have provided him with the following payments and benefits:

•		Immediate vesting of all unvested restricted stock units under the Deferred Stock Plan;

•		Settlement of performance shares, in common stock, equal to the number of performance shares that would have been issued to Mr. Denton at the end of the performance period multiplied by the prorated amount of time he was employed by the Company during the performance period. Such prorated payment would be made only if the performance goal is satisfied on or before the end of the performance period;

•		Extension of stock option exercise period for 12 months following Mr. Denton’s termination; and

•		Benefits under the SERP as described in the narrative accompanying the 2007 Pension Benefits table above.

Payments Made Upon a Change in Control

The Company maintains a Change of Control Agreement that covers Mr. Denton in the event of a Change in Control of the Company. As set forth in this agreement, if Mr. Denton’s employment is involuntarily terminated without “Cause” or voluntarily terminated under “Certain Circumstances,” as defined in the Change of Control Agreement, within 6 months preceding or 24 months following a Change in Control of the Company, then the Company would have provided him with the following payments and benefits:

•

Lump sum cash payment of severance equal to three times the sum of Mr. Denton’s base salary plus his “Average Annual Incentive Compensation;”

•

Lump sum cash payment equal to the Mr. Denton’s “Special Prior Year MICP (Annual Bonus Plan) Payments;”

•

Lump sum payment, within ten days after the termination, equal to the value of the benefit that Mr. Denton would have been entitled to receive under the SERP assuming that Mr. Denton had 20 additional years of service under the SERP (10 years of service multiplied by the factor of two that applies to his service) and without any reduction if the payment is made before age 65;

•

Extension of stock option exercise period for up to 90 days following the date such options would otherwise expire under the terms of the applicable option agreements, if Mr. Denton is unable to exercise options because he is in possession of material non-public information;

•

Continuation of medical and dental benefits for a period of three years following the date of termination; and

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•

Gross-up payment on any excise tax arising under Internal Revenue Code Section 280G relating to excess parachute payments.

In addition, Mr. Denton would have been entitled to the following benefits and payments under other agreements:

•

Under the performance share award agreement, if a Change in Control of the Company occurred, the performance objectives are deemed to be satisfied and Mr. Denton would have been entitled to immediate settlement of performance shares, in common stock, equal to the number of outstanding performance shares.

•

Under the Deferred Stock Plan, Mr. Denton’s unvested restricted stock units would have become vested if his employment terminated for any reason within 24 months after a change in control.

•

Under the SERP, following a Change in Control, a participant may voluntarily terminate employment and receive an immediate enhanced benefit equal to the normal retirement benefit reduced by 5/12% for each month by which commencement precedes age 62.

Material Defined Terms

The terms “Cause,” “Certain Circumstances,” “MICP,” “Average Annual Incentive Compensation,” and “Special Prior Year MICP Payments” as used to describe benefits and payments due to Mr. Denton under the Change of Control Agreements are as follows:

•

“Cause” is defined as the: (i) commission of a felony by the executive; (ii) an act or series of acts of dishonesty, disloyalty, or fraud in the course of the executive’s employment which is materially adverse to the best interests of Dura; (iii) after being notified in writing by the Board of Directors of Dura of the failure and having been given at least 15 days in which to cure the failure, the executive continues to unreasonably neglect his duties and responsibilities as an executive of Dura; (iv) substantial and repeated failure to perform duties as reasonably directed by the Board of Directors of Dura after being notified in writing by the Board of Directors of Dura at least seven days in advance of such repeated failure; (v) use of alcohol or drugs which repeatedly interferes with the performance of the executive’s duties; and (vi) intentionally engaging in a competitive activity while the executive remains in the employment of Dura or any of its subsidiaries to the material disadvantage or detriment of the Company.

•

“Certain Circumstances” is defined as: (i) a reduction of executive’s compensation or a mandatory relocation of his place of employment; or (ii) as a result of a Change in Control, a substantial impairment of executive’s ability to carry out his authorities, power, functions, responsibilities, or duties that he had in his position and offices of Dura before the Change in Control.

•

“MICP” is defined as Dura’s Management Incentive Compensation Plan as in effect on the date of the Change of Control Agreement and any earlier or later year and any similar plan in which executive may have participated or that may be implemented in place of the plan from time to time thereafter. The MICP includes the Annual Bonus Plan and KMIP.

•

“Average Annual Incentive Compensation” means the highest of: (i) the average of the dollar amounts of incentive compensation paid or payable to the executive under the MICP for each of the two fiscal years most recently ended before the first Change in Control occurring after execution of the Change of Control Agreement; (ii) the average of the dollar amounts of incentive compensation paid or payable to the executive under the MICP for each of the two fiscal years most recently ended before the date his employment terminates; and (iii) the average dollar amount obtained by adding together the amount of incentive compensation paid or payable to the executive under the MICP for the fiscal year most recently ended before the date his employment terminates and the executive’s target annual incentive compensation and dividing the sum so obtained by two.

•

“Special Prior Year MICP Payments” means an amount equal to the same amount or amounts that Dura would have paid to the executive as incentive compensation (including payments under the Annual Bonus Plan) with respect to that fiscal year at the regular payment date if the executive’s employment had continued through the regular payment date.

For purposes of the Change in Control Agreement, “Change in Control” shall be deemed to have occurred if any of the following occurrences take place: (i) any person, alone or together with any of its affiliates, becomes the beneficial owner of 15% or more (but less than 50%) of the outstanding common stock; (ii) any person, alone or together with any of its affiliates, becomes the beneficial owner of 50% or more of outstanding common stock; (iii) any person commences or publicly announces an intention to commence a tender offer or exchange offer, the consummation of which would result in the person becoming the beneficial owner of 15% or more of Dura’s outstanding common stock; (iv) at any time during any period of 24 consecutive months, individuals who were directors at the beginning of the 24-month period no longer constitute a majority of the members of the Board of Directors, unless the election, or

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the nomination for election by Dura’s stockholders, of each director who was not a director at the beginning of the period is approved by at least a majority of the directors who are in office at the time of the election or nomination and were directors at the beginning of the period; (v) a record date is established for determining stockholders entitled to vote upon a merger or consolidation of Dura with another corporation in which those persons who are stockholders of Dura immediately before the merger or consolidation are to receive or retain less than 50% of the stock of the surviving or continuing operation, a sale or other disposition of all or substantially all of the assets of Dura, taken as a whole, or the dissolution of Dura or (vi) Dura is merged or consolidated with another corporation and those persons who were stockholders of Dura immediately before the merger or consolidation receive or retain less than 50% of the stock of the surviving or continuing corporation, there occurs a sale transfer or other disposition of all or substantially all the assets of Dura or Dura is dissolved.

The Stock Plan, the SERP and the Deferred Stock Plan each contain a different definition of “Change in Control” which, in each case, require a significant change in the ownership of Dura.

On May 8, 2008, an amendment to Mr. Denton’s Change of Control Agreement was approved by the Bankruptcy Court. The following summarizes the changes to his original June 2004 agreement:

•		An excise tax gross up payment is provided if the total parachute payments exceed the IRC Section 280G safe harbor amount by $100,000. Otherwise, Mr. Denton’s severance payments are reduced so that the aggregate parachute payments do not exceed the safe harbor.

•		A plan of reorganization (“POR”) or events related to the POR do not constitute a change in control.

•		Overall cap in total change in control related payments of $5.7 million.

The potential post-employment table below does not reflect these amendments to Mr. Denton’s Change of Control Agreement since these were made after December 31, 2007.

Approximation of Other Potential Post-Employment Payments

The following table illustrates the potential payments and benefits that would have been received by Mr. Denton upon a termination of employment or a Change in Control of the Company occurring as of December 31, 2007. Such payments as of that date would have been subject to Bankruptcy Court approval.

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Other Potential Post-Employment Payments for Mr. Denton


											Change in Control
													Involuntary
													Termination
													Without
			Resignation										Cause or
			or										Voluntary
	Involuntary		Involuntary										Termination
	Termination		Termination										Under
	Without		With								Change in		Certain
	Cause		Cause		Retirement		Death		Disability		Control Only		Circumstances
Type of Payments and Benefits	($)		($)		($)		($)		($)		($)		($)

Cash Compensation
Cash Severance	$	1,600,000	$	0	$	0	$	0	$	0	$	0	$	4,060,788
Long-Term Incentives
Restricted Stock Units-Unvested Awards	$	0	$	0	$	0	$	37	$	37	$	0	$	37
Performance Shares-Unvested Awards	$	0	$	0	$	0	$	7,917	$	7,917	$	10,000	$	10,000
Retirement Benefits
SERP(1)	$	402,246	$	0	$	0	$	0	$	565,706	$	402,246	$	4,364,775
Benefits
Continuation of Health & Welfare Benefits	$	6,419	$	0	$	0	$	0	$	0	$	0	$	9,629
Perquisites and Tax Payments
Perquisites	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Excise Tax & Gross-Up	$	0	$	0	$	0	$	0	$	0	$	0	$	3,531,084

Total	$	2,008,665	$	0	$	0	$	7,953	$	573,659	$	412,246	$	11,976,313


(1)		Amounts in addition to those that would be received in the event of voluntary termination of employment (absent a change of control).

Material Conditions to Receipt of Post-Employment Payments

The receipt of payments and benefits upon a Change in Control of the Company may be conditioned on Mr. Denton’s compliance with a waiver and release covenant.

Ms. Skotak’s Other Potential Post-Employment Payments

The Company has entered into an agreement with Ms. Skotak that provide for payments at, following, or in connection with a Change in Control of the Company. The Company does not maintain any agreement with Ms. Skotak with respect to voluntary or involuntary termination of employment. The material terms and conditions relating to such payments and benefits are set forth below.

Payments Made Upon Death or Disability

In the event that Ms. Skotak’s employment had been terminated due to death or disability as of December 31, 2007, the Company would have provided her with the following payments and benefits:

•		Immediate vesting of all unvested restricted stock units under the Deferred Stock Plan;

•		Settlement of performance shares, in common stock, equal to the number of performance shares that would have been issued to the executive at the end of the performance period multiplied by the prorated amount of time the executive was employed by the Company during the performance period. Such prorated payments would be made only if the performance goal is satisfied on or before the end of the performance period;

•		Extension of stock option exercise period for 12 months following the executive’s termination; and

•		Benefits under the SERP as described in the narrative accompanying the 2007 Pension Benefits table above.

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Payments Made Upon a Change in Control

The Company maintains a Change of Control Agreement that covers Ms. Skotak in the event of a Change in Control of the Company. As set forth in these agreements, if Ms. Skotak’s employment had been involuntarily terminated “Without Cause” or voluntarily terminated under “Certain Circumstances,” as defined in the Change of Control Agreement, within 6 months preceding or 24 months following a Change in Control of the Company, then the Company would have provided Ms. Skotak with the following payments and benefits:

•		Lump sum cash payment of severance equal to three times the sum of the executive’s base salary plus her “Average Annual Incentive Compensation;”

•		Lump sum cash payment of severance equal to her “Special Prior Year MICP (Annual Bonus Plan) Payments;”

•		Lump sum payment, within ten days after the termination, equal to the value of the benefit that the executive would have been entitled to receive under the SERP assuming that she had ten additional years of service under the SERP and without any reduction if the payment is made before age 65;

•		Extension of stock option exercise period for up to 90 days following the date such options would otherwise expire under the terms of the applicable option agreement if the executive is unable to exercise options because she is in possession of material non-public information;

•		Continuation of medical and dental benefits for a period of three years following the date of termination; and

•		Gross-up payment on any excise tax arising under Internal Revenue Code Section 280G relating to excess parachute payments.

In addition, Ms. Skotak would have been entitled to the following benefits and payments under other agreements:

•		Under the performance share award agreement, if a Change in Control of the Company occurred, the performance objectives are deemed to be satisfied and she would have been entitled to immediate settlement of performance shares, in common stock, equal to the number of outstanding performance shares.

•		Under the Deferred Stock Plan, her unvested restricted stock units would have become vested if her employment terminated for any reason within 24 months after a Change in Control.

•		Under the SERP, following a Change in Control, a participant is immediately vested even if not then eligible for early retirement, and may voluntarily terminate employment and receive an immediate enhanced benefit equal to the normal retirement benefit reduced by 5/12% for each month by which commencement precedes age 62.

Material Defined Terms

The terms “Cause,” “Certain Circumstances,” “MICP,” “Average Annual Incentive Compensation,” and “Special Prior Year MICP Payments” as used above are defined under Ms. Skotak’s Change of Control Agreement. The definitions of these terms are substantially similar to the definitions of the same terms under Mr. Denton’s Change of Control Agreement.

In May 8, 2008, an amendment to Ms Skotak’s Change of Control Agreement was approved by the Bankruptcy Court. The modifications to her agreement are the same as those described above for Mr. Denton, except that the overall cap in total payments is $1.625 million. The potential post-employment table below does not reflect these amendments to Ms. Skotak’s Change of Control Agreement since these were made after December 31, 2007.

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Approximation of Other Potential Post-Employment Payments

The following table illustrates the potential payments and benefits that would have been received by Ms. Skotak upon a termination of employment or a Change in Control of the Company occurring as of December 31, 2007. Such payments as of that date would have been subject to Bankruptcy Court approval.

Other Potential Post-Employment Payments for Ms. Skotak


											Change in Control
													Involuntary
													Termination Without
													Cause or Voluntary
	Involuntary												Termination Under
	Termination for Any										Change in Control		Certain
	Reason		Resignation		Retirement		Death		Disability		Only		Circumstances
Type of Payments and Benefits	($)		($)		($)		($)		($)		($)		($)

Cash Compensation
Cash Severance	$	0	$	0	$	0	$	0	$	0	$	0	$	1,356,203
Long-Term Incentives
Restricted Stock Units-Unvested Awards	$	0	$	0	$	0	$	6	$	6	$	6	$	6
Performance Shares-Unvested Awards	$	0	$	0	$	0	$	3,167	$	3,167	$	4,000	$	4,000
Retirement Benefits
SERP(1)	$	0	$	0	$	0	$	167,361	$	257,445	$	215,084	$	1,016,805
Benefits
Continuation of Health & Welfare Benefits	$	0	$	0	$	0	$	0	$	0	$	0	$	40,849
Perquisites and Tax Payments
Perquisites	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Excise Tax & Gross-Up	$	0	$	0	$	0	$	0	$	0	$	0	$	1,040,034

Total	$	0	$	0	$	0	$	170,534	$	260,618	$	219,090	$	3,457,897


(1)		Amounts in addition to those that would be received in the event of voluntary termination of employment (absent a change of control).

Material Conditions to Receipt of Post-Employment Payments

The receipt of payments and benefits upon a Change in Control of the Company may be conditioned on Ms. Skotak’s compliance with a waiver and release covenant.

Mr Trenary’s Other Potential Post-Employment Payments

The Company does not have any agreement with Mr. Trenary that provide for payments at, following, or in connection with a Change in Control of the Company or with respect to voluntary or involuntary termination of employment.

Mr. Szczupak’s Other Potential Post-Employment Payments

The Company has entered into an agreement with Mr Szczupak that provide for payments for various types of terminations. We do not have any agreement with Mr. Szczupak that provides for payments at, following, or in connection with a Change in Control of the Company. The material terms and conditions relating to such payments and benefits are set forth below.

Payments Made Upon Involuntary Termination Without Cause or Termination by the Executive for Good Reason

If Mr. Szczupak’s employment was involuntarily terminated for reasons other than “Cause” or by the employee for “good reason” as of December 31, 2007, then the Company would have provided him with the following payments and benefits:

•

Base salary continuation for the remainder of the term of his employment contract, which is 24 months;

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Approximation of Other Potential Post-Employment Payments

The following table illustrates the potential payments and benefits that would have been received by Mr. Szczupak upon a termination of employment or a Change in Control of Company occurring as of December 31, 2007. Such payments as of that date would have been subject to Bankruptcy Court approval.

Other Potential Post-Employment Payments for Mr. Szczupak


											Change in Control
													Involuntary
	Involuntary												Termination Without
	Termination Other												Cause or Voluntary
	Than for Cause or												Termination Under
	Voluntary										Change in Control		Certain
	For Good Reason		Resignation		Retirement		Death		Disability		Only		Circumstances
Type of Payments and Benefits	($)		($)		($)		($)		($)		($)		($)

Cash Compensation
Cash Severance	$	1,800,000	$	0	$	0	$	0	$	0	$	0	$	1,800,000
Sign-on bonus (2nd payment)	$	100,000	$	0	$	0	$	0	$	0	$	0	$	100,000
Perquisites and Tax Payments
Perquisites	$	66,000	$	0	$	0	$	0	$	0	$	0	$	66,000
Excise Tax & Gross-Up	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Total	$	1,966,000	$	0	$	0	$	0	$	0	$	0	$	1,966,000

Material Conditions to Receipt of Post-Employment Payments

Payments to Mr. Szczupak are conditioned on his execution of a general release of claims against the Company.

Methodologies and Assumptions Used for Calculating Other Potential Post-Employment Payments

The following assumptions and methodologies have been used to calculate the post-employment payments and benefits set forth in the preceding tables:

•		Stock Price: The price of a share of Company common stock on each triggering event was $0.02, the closing price on December 31, 2007.

•		Computation of Cash Severance: The cash severance amounts reported in the foregoing tables were computed as follows:

	—		Mr. Denton: Two times his base salary of $800,000 for a qualifying termination unrelated to a Change in Control. Mr. Denton’s cash severance in the event of a qualifying termination related to a Change in Control is three times the sum of his base salary plus the Average Annual Incentive Compensation of $553,596 (average of 2006 actual KMIP of $307,192 and current target bonus of $800,000) and the Special Prior Year MICP Payment of $0.

	—		Ms. Skotak: Three times the sum of her base salary of $325,000, plus the Average Annual Incentive Compensation of $127,068 (average of 2006 actual KMIP of $59,135 and current target bonus of $195,000), and the Special Prior Year MICP Payment of $0 for a qualifying termination related to a Change in Control.

	—		Mr. Szczupak: Continuation of his base salary of $500,000, and target annual bonus (80% of salary) until the end of the term of his employment contract (December 31, 2009).

•

Computation of SERP Values: The SERP amounts reported in the foregoing tables were computed as follows:

—

SERP Value Upon Disability: A participant who is eligible for a disability retirement benefit is entitled to a monthly benefit equal to the normal retirement benefit reduced by 5/12 of 1% of each month by which the participant’s benefit commencement date precedes his or her attainment of age 62 and reduced further by payments made to the participant under any long-term

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			disability (LTD) plan or policy maintained by the Company. Further, the benefit is calculated assuming that the participant earns future compensation at the same rate as in effect immediately before the Disability occurred; imputed future compensation for this purpose was assumed to be 2007 base compensation plus KMIP. It was further assumed that participants would defer receipt of their SERP benefit until age 65 because doing so would maximize the combined value of Dura’s LTD plan and the SERP. Even though Mr. Denton is vested in his SERP benefit, he would receive value in addition to that to which he is currently entitled for voluntary termination of employment (absent a change in control) because of the imputation of future pay at his 2007 rate (base compensation plus KMIP). In addition to the imputed pay, Ms. Skotak would become vested in her SERP benefit at disability; her table above shows the value as of December 31, 2007 of her benefit payable beginning at age 65 calculated using the imputed future pay (and current service). Because Ms. Skotak is not yet vested in her SERP benefit, the entire value of the SERP disability benefit is incremental to what she would otherwise receive for voluntary termination of employment (absent a change in control).

	—		SERP Value Upon Death: If a participant dies during the period of active employment, even if the participant is not vested, his or her surviving spouse is entitled to a monthly life annuity beginning at the date of death. The amount of the annuity is 50% of the benefit that would have been payable to the participant at the later of death or when the participant would have first become eligible for early retirement had he or she survived, but the benefit is calculated based on actual service and pay history at the date of death. The value shown in Ms. Skotak’s table was based on a lifetime annuity payable to Ms. Skotak’s spouse beginning at December 31, 2007 equal to 50% of the benefit that Ms. Skotak would have been eligible to receive had she survived until age 55, except the benefit is based on Ms. Skotak’s pay and service history at December 31, 2007. Because Ms. Skotak was not yet vested in her SERP benefit at December 31, 2007, the entire value of the death benefit would be incremental to the value of her benefit if she voluntarily terminated employment at that time (absent a change in control). Mr. Denton’s table does not have a value because he is already vested in his SERP benefit, and thus receives no additional value upon death (versus voluntary termination of employment absent a change in control).

	—		SERP Value Upon Involuntary Termination Without Cause if Eligible for Early Retirement: The monthly benefit of a participant who is involuntarily terminated without cause while eligible for a SERP early retirement benefit is equal to the normal retirement benefit reduced by 5/12 of 1% for each month by which the participant’s benefit commencement date precedes his or her attainment of age 62. Because Ms. Skotak is not eligible for early retirement at December 31, 2008, she is not entitled to any additional SERP benefits upon involuntary termination without cause. The value shown for Mr. Denton represents the incremental value of the better early retirement factors to which he would be entitled versus what he would be entitled to for voluntary termination of employment (absent a change in control).

	—		SERP Value Upon Change in Control: A participant who is actively employed on the date of a Change in Control will be 100% vested in his or her accrued benefit under the SERP. The monthly benefit payable to a participant is equal to the normal retirement benefit reduced by 5/12 of 1% for each month by which the participant’s benefit commencement date precedes his or her attainment of age 62. The value shown for Ms. Skotak is that of a benefit commencing at December 31, 2007 calculated based on pay and service history as of that date but reduced for early retirement from age 62; because she is not currently vested, the entire value of this benefit is incremental to the value she would otherwise receive for voluntary termination of employment. The value shown for Mr. Denton represents the incremental value of the better early retirement factors to which he would be entitled versus what he would otherwise be eligible to receive for voluntary termination of employment. In each case, however, see the discussion above concerning caps imposed upon aggregate change in control related payments under the May 2008 amendments to each contract.

			However, if the executive becomes entitled to a lump sum severance payment under his or her Change of Control Agreement because of involuntarily termination “Without Cause” or voluntarily termination under “Certain Circumstances,”, the executive will receive an enhanced SERP benefit as described above, basically an immediate SERP benefit calculated without any early retirement reduction, based on the current pay history and an additional 10 years of imputed service (which becomes 20 years for Mr. Denton after multiplying it by a factor of two as specified in his employment agreement). For Mr. Denton, the value in the above table represents the incremental value over the value of the early retirement benefit he would receive if he voluntarily terminated employment (absent a change in control). Because Ms. Skotak is not eligible for early retirement at December 31, 2007, her table shows the entire value of the benefit described.

•

Value of Restricted Stock Units Subject to Accelerated Vesting: The value of the accelerated restricted stock units, for each executive, is equal to the number of restricted stock units that are unvested and accelerated due to the triggering event multiplied by the closing price of the Company’s common stock as of December 31, 2007.

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•		Value of Performance Shares Subject to Accelerated Vesting: The value of the accelerated performance shares, settled in common stock, for each executive, is equal to the number of performance shares that are unvested and accelerated due to the triggering event (assuming the performance goal is satisfied) multiplied by the closing price of the Company’s common stock as of December 31, 2007.

•		Value of Continuation of Health and Welfare Benefits: The amounts in the tables above were approximated as a multiple of (two or three times) 2007 COBRA rates net of 2007 employee contributions (annualized for participants who were not employed for all of 2007).

•		Value of Perquisites: The amount reported in the foregoing tables for perquisites was computed as follows:

—

Mr. Szczupak: His annual allowance ($33,000) until the end of the term of his employment contract (December 31, 2009).

•

Determination of Excise Tax and Tax Gross-Up Payments Made in Connection With a Qualifying Termination Following a Change in Control: The Company determined the amount of excise tax by calculating the product of the “Excess Parachute Payment” and 20%. The Internal Revenue Code (“Code”) Section 280G and the regulations thereunder govern the determination of Excess Parachute Payment calculations. Based on the amount of payments that could be made upon a qualifying termination in connection with a Change in Control, certain executives will incur excise tax liabilities. To the extent that Mr. Denton and Ms. Skotak are subject to an excise tax under Section 4999 of the Code, the Company would make a tax gross-up payment to the executive such that the executive will realize compensation, net of excise taxes, equal to the pre-excise tax severance amount determined by the Company. As described above, the determination of tax gross up payments were modified for Mr. Denton and Ms. Skotak in May 2008, but were not reflected in the Other Potential Post-Employment Payments.

Director Compensation

The Director Compensation Table contains compensation information for non-employee directors of Dura as of December 31, 2007. The table reflects the various components of director compensation, as well as the total compensation for each director.

2007 DIRECTOR COMPENSATION


							Non-Equity		Nonqualified
	Fees Earned or Paid						Incentive Plan		Deferred		All Other
	in Cash(1)		Stock Awards		Option Awards		Compensation		Compensation		Compensation		Total
Name	($)		($)		($)		($)		Earnings		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
Walter P. Czarnecki	$	75,000	$	0	$	0	$	0	$	0	$	0	$	75,000
Jack K. Edwards(2)	$	75,000	$	0	$	0	$	0	$	0	$	0	$	75,000
James O. Futterknecht, Jr.	$	75,000	$	0	$	0	$	0	$	0	$	0	$	75,000
Yousif B. Ghafari(3)	$	75,000	$	0	$	0	$	0	$	0	$	0	$	75,000
J. Richard Jones(2)	$	75,000	$	0	$	0	$	0	$	0	$	0	$	75,000
Nick G. Preda	$	75,000	$	0	$	0	$	0	$	0	$	0	$	75,000
Ralph R. Whitney, Jr.(2)	$	75,000	$	0	$	0	$	0	$	0	$	0	$	75,000


(1)		This column reports the amount of cash compensation earned by outside board members in 2007. Mr. Denton does not receive any additional compensation for serving as member of the Board of Directors.

(2)		The following directors have options to acquire Dura Class A Common stock: Mr. Edwards — 3,000 shares; Mr. Jones — 50,000 shares; and Mr. Whitney — 800 shares.

(3)		Mr. Ghafari resigned from the Board on May 6, 2008.

For service in 2007, directors who are not employees of Dura or any of its affiliates (“Outside Directors”) each received an annual retainer of $75,000. Dura also maintains a deferral program for its Directors. All or a portion of the retainer, but not less than 25%, may be deferred and credited to an account maintained for the Outside Director under the Dura Automotive Systems, Inc. Director

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Unless otherwise noted, the following table sets forth certain information regarding the beneficial ownership of the Class A Stock as of December 31, 2007 by (i) the beneficial owners of more than 5% of each class of Class A Stock of Dura, (ii) each director, director nominee and named executive officer of Dura and (iii) all directors and executive officers of Dura as a group. To the knowledge of Dura, each of such stockholders has sole voting and investment power as to the shares shown unless otherwise noted. Beneficial ownership of the Common Stock listed in the table has been determined in accordance with the applicable rules and regulations promulgated under the Exchange Act. Unless otherwise indicated in the footnotes, each person’s address is care of Dura, 2791 Research Drive, Rochester Hills, Michigan 48309.


	Beneficial Ownership
	Class A Stock
Directors, Nominees, Officers	Number of		Percent
and 5% Stockholders	Shares		of Class
Lawrence A. Denton (1)		702,285		3.3	%
John J. Knappenberger (1)		385,075		1.8	%
Milton D. Kniss (1)		397,150		1.9	%
Theresa L. Skotak		220,750		1.0	%
J. Richard Jones (1)		51,481		*
Walter P. Czarnecki		38,354		*
Jack K. Edwards (1)		40,488		*
James O. Futterknecht, Jr.		31,279		*
Yousif B. Ghafari		38,639		*
Nick G. Preda		66,709		*
Ralph R. Whitney, Jr. (1)		90,766		*
Dimensional Fund Advisors (2)		1,392,971		6.6	%
All Directors and Officers as a group (14 persons)		2,565,267		12.2	%
* Less than one percent


(1)		Includes shares as to which the officer or director has the right to acquire within 60 days through the exercise of stock options, as follows: Mr. Denton — 680,000 shares; Mr. Knappenberger — 341,250 shares; Mr. Kniss — 382,500 shares; Mr. Edwards — 3,000 shares; Mr. Jones — 50,000 shares; Mrs. Skotak — 132,750 shares; and Mr. Whitney —800 shares.

(2)		Dimensional Fund Advisors reported as of December 31, 2007, sole voting and dispositive power with respect to 1,392,971 shares of Class A Stock, representing 7.37% of the outstanding shares of Class A Stock at that time. The address for Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.

In preparing this table, Dura has relied upon information supplied by certain beneficial owners and upon information contained in filings with the Securities and Exchange Commission.

Item 13. Certain Relationships and Related Transactions

In connection with Dura’s acquisition of Trident Automotive plc in April 1998, Dura entered into a consulting agreement with Mr. J. Richard Jones on April 8, 1998. Mr. Jones was subsequently appointed to the Board of Directors of Dura in May 1998 and served as a director through our emergence date from chapter 11. Upon the execution of the consulting agreement, Mr. Jones received a cash payment of $2.0 million in connection with the termination of Mr. Jones’ prior employment agreement with Trident, and as consideration for entering into a noncompete with Dura, Mr. Jones also received options to purchase 50,000 shares of Class A Stock at an exercise price of $38.63 per share. The consulting agreement, as amended, has a term ending on May 5, 2007, and provides that Mr. Jones is entitled to consulting payments of $300,000 per annum for the first four years of the agreement and $60,000 per annum thereafter. In addition, Mr. Jones was entitled to certain other benefits under the agreement through the first five years of the agreement, including heath care coverage, automobile and country club allowances, life insurance coverage and a lifetime annuity contract purchased by Dura. Mr. Jones received payments and other benefits under the consulting agreement approximating $120,739 in 2007 and $51,309 in 2006. Dura also reimburses Mr. Jones for his expenses incurred from time to time in providing consulting services to Dura.

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the acquiring company for $6.0 million of the sales proceeds which we adjusted the sales proceeds to reflect the inability of the purchaser to financially meet its obligations under this note. In 2008, we received approximately $2.0 million in settlement on this note.

Item 14. Principle Accountant Fees and Services

The Audit Committee has reappointed the firm of Deloitte & Touche LLP, an independent registered public accounting firm, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, “Deloitte”), 400 One Financial Plaza, 120 South Sixth Street, Minneapolis, MN 55402, to examine Dura’s financial statements and internal controls over financial reporting for the current fiscal year ending December 31, 2007.

Audit and Other Fees

The aggregate fees billed by Deloitte to the Company are as follows (in thousands):


	Year Ended December 31,
	2007		2006
Audit Fees (1)	$	8,600	$	5,587
Audit-Related Fees (2)		45		41
Tax Fees (3)		3,250		955
All Other Fees		—		—

	$	11,895	$	6,583


(1)		Fees for audit services billed in 2007 and 2006 consisted of (i) audit of the Company’s annual financial statements; (ii) reviews of the Company’s quarterly financial statements; (iii) comfort letters, statutory audits, consents and other services related to SEC matters; and (iv) consultations on financial accounting and reporting matters arising during the course of the audit.

(2)		Fees for audit-related services billed in 2007 and 2006 were primarily for employee benefit plan audits.

(3)		Fees for tax services billed in 2007 and 2006 consisted of tax compliance and tax planning and advice. Tax compliance and planning services consisted of (i) tax return assistance; (ii) assistance with tax return filings in certain foreign jurisdictions; (iii) assistance with tax audits and appeals; (iv) preparation of expatriate tax returns; (v) tax advice related to structuring certain proposed transactions; (vi) tax services with regards to research and development; and (vii) general tax planning matters.

Pre-Approval Policies

The Audit Committee has adopted the following policy regarding the approval of audit and non-audit services provided by the Company’s independent registered public accounting firm. Pre-approved services in the following areas may be authorized by Company financial personnel, without approval of any Audit Committee member, if the proposed or expected fee is not greater than $500,000:

	(1)		Consents, comfort letters, reviews of registration statements and similar services that incorporate or include the audited financial statements of the Company;

	(2)		Employee benefit plans;

	(3)		Accounting consultations and support related to Generally Accepted Accounting Principles (“GAAP”);

	(4)		Tax compliance and related support for any tax returns filed by the Company, and returns filed by any executive or expatriate under a Company-sponsored program; and

	(5)		Merger and acquisition due diligence services.

Company financial personnel will update the Audit Committee on a regular basis with respect to previously approved tax projects and other non-audit services. The Chairman of the Audit Committee may approve (a) services for projects that have been pre-approved by the Audit Committee and for which the fees are proposed or expected to be greater than $500,000 and (b) services for

143

(b) Exhibits

The exhibits listed below are filed as a part of this Annual Report on Form 10-K.


Exhibit
Number		Description
2.1		The Debtors’ Revised Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (With Further Technical Amendments), as amended, modified and supplemented, incorporated by reference to Exhibit 2.1 of Form 8-K filed with the SEC by Old Dura on May 19, 2008.

2.2		Final Plan Supplement in support of the Revised Plan of Reorganization, dated June 26, 2008, incorporated by reference to Exhibit 2.2 of Form 8-K, filed with the SEC on June 27, 2008.

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”).

3.3		Certificate of Incorporation of New Dura, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K, filed with the SEC on June 27, 2008.

3.4		First Amendment to the Certificate of Incorporation of New Dura, Inc., incorporated by reference to Exhibit 3.2 of Form 8-K, filed with the SEC on June 27, 2008.

3.5		Certificate of Designations of the Series A Redeemable Voting Mandatorily Convertible Preferred Stock of New Dura, Inc., incorporated by reference to Exhibit 3.3 of Form 8-K, filed with the SEC on June 27, 2008.

3.6		Second Amendment to the Certificate of Incorporation of New Dura, Inc., incorporated by reference to Exhibit 3.4 of Form 8-K, filed with the SEC on June 27, 2008.

3.7		Bylaws of Dura Automotive Systems, Inc. (formerly known as New Dura, Inc.), incorporated by reference to Exhibit 3.5 of Form 8-K, filed with the SEC on June 27, 2008.

4.1		Registration Agreement, dated as of August 31, 1994, among Dura, Alkin and the MC Stockholders (as defined therein), incorporated by reference to Exhibit 4.3 of the S-1.

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

4.3		Indenture, dated April 22, 1999, between Dura Operating Corp., Dura Automotive. Systems, Inc., the Subsidiary Guarantors and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes denominated in U.S. dollars, incorporated by reference to Exhibit 4.7 of the S-4.

4.4		Indenture, dated April 22, 1999, between Dura Operating Corp., Dura Automotive Systems, Inc., the Subsidiary Guarantors and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes denominated in Euros, incorporated by reference to Exhibit 4.8 of the S-4.

145


Exhibit
Number		Description
4.5		Certificate of Trust of Dura Automotive Systems Capital Trust, incorporated by reference to Exhibit 4.8 of the Registrant’s Form S-3, Registration No. 333-47273 filed under the Securities Act of 1933 (the “Form S-3”).

4.6		Form of Amended and Restated Trust Agreement of Dura Automotive Systems Capital Trust among Dura Automotive Systems, Inc., as Sponsor, The First National Bank of Chicago, as Property Trustee, First Chicago Delaware, Inc., as Delaware Trustee and the Administrative Trustees named therein, incorporated by reference to Exhibit 4.9 of the Form S-3.

4.7		Form of Junior Convertible Subordinated Indenture between Dura Automotive Systems, Inc. and The First National Bank of Chicago, as Indenture Trustee, incorporated by reference to Exhibit 4.10 of the Form S-3.

4.8		Form of Preferred Security, incorporated by reference to Exhibit 4.11 of the Form S-3.

4.9		Form of Debenture, incorporated by reference to Exhibit 4.12 of the Form S-3.

4.10		Form of Guarantee Agreement between Dura Automotive Systems, Inc., as Guarantor, and The First National Bank of Chicago, as Guarantee Trustee with respect to the Preferred Securities of Dura Automotive Systems Capital Trust, incorporated by reference to Exhibit 4.13 of the Form S-3.

4.11		Indenture, dated June 22, 2001, between Dura Operating Corp., Dura Automotive Systems, Inc., the Subsidiary Guarantors and U.S. Bank Trust National Association, as trustee, relating to the Series C and Series D, 9% senior subordinated notes denominated in U.S. Dollars, incorporated by reference to Exhibit 4.7 of the S-4.

4.12		Supplemental Indenture, dated July 29, 1999, between Dura Operating Corp., Dura Automotive Systems, Inc., the subsidiary guarantors and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes denominated in U.S. dollars, incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999.

4.13		Supplemental Indenture, dated July 29, 1999, between Dura Operating Corp., Dura Automotive Systems, Inc., the subsidiary guarantors and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes denominated in Euros, incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999.

4.14		Second Supplemental Indenture, dated June 1, 2001 between Dura Operating Corp., Dura Automotive Systems, Inc., the guaranteeing subsidiary named therein, the original guarantors named therein and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes, incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-4 (Registration No. 333-65470).

4.15		Supplemental Indenture, dated as of February 21, 2002, by and among Dura G.P., Dura Operating Corp., Dura Automotive Systems, Inc., Dura Automotive Systems Cable Operations, Inc., Universal Tool & Stamping Company Inc., Adwest Electronics, Inc., Dura Automotive Systems of Indiana, Inc., Atwood Automotive Inc., and Mark I Molded Plastics of Tennessee, Inc., Atwood Mobile Products, Inc., and U.S. Bank Trust National Association, as trustee under the indentures relating to the 9% senior subordinated notes, incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002.

4.16		Indenture, dated April 18, 2002, between Dura Operating Corp., Dura Automotive Systems, Inc., the subsidiary guarantors named therein and BNY Midwest Trust Company, as trustee, relating to the 8 5/8% senior notes due 2012, incorporated by reference to Exhibit 4.6 of the Registration Statement on Form S-4 (Registration No. 333-88800).

4.17		Supplemental Indenture, dated as of October 22, 2003, among Creation Group Holdings, Inc., Creation Group, Inc., Dura G.P., Dura Operating Corp., Dura Automotive Systems, Inc., Dura Automotive Systems Cable Operations, Inc., Universal Tool & Stamping Company, Inc., Adwest Electronics, Inc., Dura Automotive Systems of Indiana, Inc., Atwood Automotive Inc., and Mark I Molded Plastics of Tennessee, Inc., Atwood Mobile Products, Inc., and BNY Midwest Trust Company, as trustee, relating to the 8 5/8% senior notes due 2012. Incorporated by reference to Exhibit 4.21 to Form 10-K for the year ended December 31, 2003.

146


Exhibit
Number		Description
4.18		Supplemental Indenture, dated as of October 22, 2003 among Creation Group Holdings, Inc., Creation Group, Inc., Dura G.P., Dura Operating Corp., Dura Automotive Systems, Inc., Dura Automotive Systems Cable Operations, Inc., Universal Tool & Stamping Company, Inc., Adwest Electronics, Inc., Dura Automotive Systems of Indiana, Inc., Atwood Automotive Inc., and Mark I Molded Plastics of Tennessee, Inc., Atwood Mobile Products, Inc., and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes. Incorporated by reference to Exhibit 4.22 to Form 10-K for the year ended December 31, 2003.

4.19		Form of Stock Certificate of Common Stock of Dura Automotive Systems, Inc., incorporated by reference to Exhibit 4.1 of Form 8-K, filed with the SEC on June 27, 2008.

4.20		Form of Stock Certificate of Preferred Stock of Dura Automotive Systems, Inc., incorporated by reference to Exhibit 4.2 of Form 8-K, filed with the SEC on June 27, 2008.

4.21		Registration Rights Agreement, dated as of June 27, 2008, by and between Dura Automotive Systems, Inc. and each of the New Preferred Stockholders listed therein, incorporated by reference to Exhibit 10.2 of Form 8-K, filed with the SEC on June 27, 2008.

10.1		$115,000,000 Senior Secured Super-priority Debtor In Possession Revolving Credit Facilities and Guaranty Agreement, dated as of November 30, 2006, incorporated by reference to Exhibit 10.27 of Form 10-K, filed with the SEC on July 16, 2007.

10.2		Amendment No.1 and Waiver to the Debtor In Possession Revolving Credit Facilities and Guaranty Agreement dated May 1, 2007, incorporated by reference to Exhibit 10.28 of Form 10-K, filed with the SEC on July 16, 2007.

10.3		Amendment No.2 to the Debtor In Possession Revolving Credit and Guaranty Credit Agreement, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the SEC on July 6, 2007.

10.4		$185,000,000 Senior Secured Super-priority Debtor In Possession Term Loan and Guaranty Agreement, dated as of October 31, 2006, incorporated by reference to Exhibit 10.30 of Form 10-K, filed with the SEC on July 16, 2007.

10.5		Amendment to the Debtor In Possession Term Loan and Guaranty Agreement dated November 30, 2006, incorporated by reference to Exhibit 10.31 of Form 10-K, filed with the SEC on July 16, 2007.

10.6		Amendment No.2 and Waiver to Debtor In Possession Term Loan and Guaranty Agreement dated May 1, 2007, incorporated by reference to Exhibit 10.32 of Form 10-K, filed with the SEC on July 16, 2007.

10.7		Amendment No.3 to Debtor In Possession Term Loan and Guaranty Agreement, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the SEC on July 6, 2007.

10.8		AMENDMENT NO. 4 AND WAIVER, dated as of December 28, 2007, by and among DURA OPERATING CORP., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the “DOC”), DURA AUTOMOTIVE SYSTEMS, INC., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (“Holdings”), certain SUBSIDIARIES OF HOLDINGS AND DOC, each a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the lenders from time to time party to the Revolving DIP Credit Agreement, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Book Runner, Joint Lead Arranger and Syndication Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent, and BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, as Joint Lead Arranger and Documentation Agent, and BANK OF AMERICA, N.A., as Issuing Bank. The Amendment is incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on January 9, 2008.

10.9		AMENDMENT NO. 5 AND WAIVER, dated as of December 28, 2007, by and among DOC, Holdings, certain SUBSIDIARIES OF HOLDINGS AND DOC, each a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the lenders from time to time party to the Term Loan DIP Credit Agreement, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, as Collateral Agent and as Sole Book Runner, Joint Lead Arranger and Syndication Agent and BANK OF AMERICA, N.A., as Issuing Bank and Credit-Linked Deposit Bank. The Amendment is incorporated by reference to Exhibit 10.2 of Form 8-K, filed with the SEC on January 9, 2008.

147


Exhibit
Number		Description
10.10		SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION TERM LOAN AND GUARANTY AGREEMENT, dated as of January 30, 2008, by and among DOC, the Company, certain subsidiaries of the Company and DOC, as Guarantors, the Lenders party thereto from time to time, Ableco Finance LLC, as Administrative Agent, as Collateral Agent, as Sole Book Runner, Lead Arranger, Syndication Agent and Documentation Agent and Bank of America, N.A. as Issuing Bank. The Agreement is incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on February 5, 2008.

10.11		AMENDMENT NO. 5 TO REVOLVING DIP CREDIT AGREEMENT, dated as of January 30, 2008, by and among by and among DOC, as Borrower, the Company, certain domestic subsidiaries of the Company and DOC, as Guarantors, the Lenders from time to time a party thereto General Electric Capital Corporation, as Administrative Agent, Barclays Capital, the investment banking division of Barclays Bank PLC, as Joint Lead Arranger and Documentation Agent, and Bank of America, N.A., as Issuing Bank. The Amendment is incorporated by reference to Exhibit 10.2 of Form 8-K, filed with the SEC on February 5, 2008.

10.12		THIRD AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION TERM LOAN. The Amendment is incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on June 26, 2008.

10.13		AMENDMENT TO REVOLVING DIP CREDIT AGREEMENT. The Amendment is incorporated by reference to Exhibit 10.2 of Form 8-K, filed with the SEC on June 26, 2008.

10.14		Summary of Principal Terms of Proposed Chapter 11 Restructuring (the “Plan Term Sheet”), incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the SEC on July 18, 2007.

10.15		Term Sheet For Common Stock Rights Offering, incorporated by reference to Exhibit 99.3 of Form 8-K, filed with the SEC on July 18, 2007.

10.16		Backstop Rights Purchase Agreement by and among Dura Automotive Systems, Inc. and Pacificor, LLC dated August 2, 2007, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the SEC on August 8, 2007.

10.17*		Offer of Employment Letter between the Company and C. Timothy Trenary, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the SEC on September 10, 2007.

10.18		Asset Purchase Agreement, dated as of July 3, 2007, by and between Atwood Acquisition Co. LLC as Purchaser and Atwood Mobile Products, Inc. as Seller, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the SEC on July 10, 2007.

10.19*		Separation Agreement, dated as of November 1, 2007, by and between the Company and John J. Knappenberger, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the SEC on November 13, 2007.

10.20		Asset Purchase Agreement, dated as of June 27, 2008, by and between New Dura Opco, Inc. and Old Dura, Inc. (f/k/a Dura Automotive Systems, Inc.), incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on June 27, 2008.

10.21		Senior Secured Revolving Credit and Guaranty Agreement, dated as of June 27, 2008, among Dura Operating Corp. as Borrower, Dura Automotive Systems, Inc. as Parent, Certain Subsidiaries of Dura Automotive Systems, Inc. and Dura Operating Corp. as Guarantors, Various Lenders, and General Electric Capital Corporation as Administrative Agent and Collateral Agent, incorporated by reference to Exhibit 10.3 of Form 8-K, filed with the SEC on June 27, 2008.

10.22		Senior Secured Second Lien Credit and Guaranty Agreement, dated as of June 27, 2008, among Dura Operating Corp. as Borrower, Dura Automotive Systems, Inc. as Parent, Certain Subsidiaries of Dura Automotive Systems, Inc. and Dura Operating Corp. as Guarantors, Various Lenders, and Wilmington Trust Company as Administrative Agent and as Collateral Agent, incorporated by reference to Exhibit 10.4 of Form 8-K, filed with the SEC on June 27, 2008.

10.23		Credit Agreement dated as of June 27, 2008, among Dura Automotive Grundstueckverwaltungs GmbH, Dura Automotive Body & Glass Systems GmbH, Dura Automotive Plettenberg Leisten & Blenden GmbH, Dura Automotive Selbecke Leisten & Blenden GmbH, Dura Automotive Holding GmbH & Co. KG, Dura Automotive Systems Einbeck GmbH, Dura Automotive Systems GmbH, and Dura Automotive Systems Rotenburg GmbH as German Borrowers, Dura Automotive Systems CZ. S.R.O. as the Czech Borrower, Dura European Holding LLC & Co., KG and Dura Holding Germany GmbH as Guarantors, the Subsidiary Guarantors Party Hereto from Time to Time, the Lenders Party Hereto, and Deutsche Bank Trust Company Americas as Administrative Agent and Collateral Agent, incorporated by reference to Exhibit 10.5 of Form 8-K, filed with the SEC on June 27, 2008.

148


Exhibit
Number		Description
10.24*		Amendment No. 1 to Change in Control Agreement, dated May 8, 2008, among Theresa Skotak, Dura Automotive Systems, Inc. and Dura Operating Corp., incorporated by reference to Exhibit 10.6 of Form 8-K, filed with the SEC on June 27, 2008.

10.25		Intercreditor Agreement dated June 27, 2008 among Dura Operating Corp, Dura Automotive Systems, Inc., Certain Subsidiaries of Dura Automotive Systems, Inc. and Dura Operating Corp. as Guarantors, Wilmington Trust Company as Administrative Agent under the Senior Secured Second Lien Credit and Guaranty Agreement and General Electric Capital Corporation as Administrative Agent under the Senior Secured Revolving Credit and Guaranty Agreement, incorporated by reference to Exhibit 10.7 of Form 8-K, filed with the SEC on June 27, 2008.

10.26		Revolving Credit Agreement Pledge and Security Agreement, dated June 27, 2008, by and among each of the grantors party thereto and General Electric Capital Corporation, as collateral agent, incorporated by reference to Exhibit 10.8 of Form 8-K, filed with the SEC on June 27, 2008.

10.27		Second Lien Pledge and Security Agreement, dated June 27, 2008, by and among each of the grantors party thereto and Wilmington Trust Company, as collateral agent, incorporated by reference to Exhibit 10.9 of Form 8-K, filed with the SEC on June 27, 2008.

10.28*		Dura Automotive Systems, Inc. 2003 Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended December 31, 2003, filed with the SEC on March 11, 2004).

10.29*		Amendment to Dura Automotive Systems, Inc. 2003 Supplemental Executive Retirement Plan, dated May 8, 2008, incorporated by reference to Exhibit 10.11 of Form 8-K, filed with the SEC on June 27, 2008.

10.30*		Employment Letter, dated December 23, 2002, relating to the offer of employment for Mr. Lawrence Denton (incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 2003, filed with the SEC on March 11, 2004).

10.31*		Amendment No. 1 to Employment Letter, dated May 8, 2008, between Lawrence Denton and Dura Automotive Systems, Inc., incorporated by reference to Exhibit 10.13 of Form 8-K, filed with the SEC on June 27, 2008.

10.32*		Form of Change of Control Agreement dated as of June 16, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, filed with the SEC on August 6, 2004).

10.33*		Amendment No. 1 to Change in Control Agreement, dated May 8, 2008, among Lawrence Denton, Dura Automotive Systems, Inc. and Dura Operating Corp., incorporated by reference to Exhibit 10.15 of Form 8-K, filed with the SEC on June 27, 2008.

10.34*		Separation Agreement dated August 6, 2008 between Dura Automotive Systems, Inc. and Lawrence A. Denton, incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on August 8, 2008.

10.35*		Executive Employment Term Sheet Agreement dated August 29, 2008 between Dura Automotive Systems, Inc. and Timothy D. Leuliette, incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on August 29, 2008.

10.36*		Executive Employment Term Sheet Agreement dated August 29, 2008 between Dura Automotive Systems, Inc. and Theresa L. Skotak, incorporated by reference to Exhibit 10.2 of Form 8-K, filed with the SEC on August 29, 2008.

149

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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/ Timothy D. Leuliette
		Timothy D. Leuliette,
		President and Chief Executive Officer

Date: October 31, 2008

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy D. Leuliette and Nick G. Preda, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities and Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully and for all intents and purposes as he or she might do or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.


Signature	Title	Date

/s/ Timothy D. Leuliette Timothy D. Leuliette	President and Chief Executive Officer (Principal Executive Officer)	October 31, 2008

/s/ Nick G. Preda Nick G. Preda	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	October 31, 2008

/s/ Fred Bentley	Director	October 31, 2008

Fred Bentley

/s/ Steven J. Gilbert	Chairman of the Board of Directors	October 31, 2008
Steven J. Gilbert

/s/ Andrew (Andy) B. Mitchell	Director
Andrew (Andy) B. Mitchell		October 31, 2008

/s/ Peter F. Reilly	Director	October 31, 2008
Peter F. Reilly

/s/ Jeffery M. Stafeil	Director	October 31, 2008
Jeffery M. Stafeil

/s/ Robert S. Oswald	Director	October 31, 2008
Robert S. Oswald

151

DURA AUTOMOTIVE SYSTEMS, INC.

EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007


Exhibit
Number		Description
2.1		The Debtors’ Revised Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (With Further Technical Amendments), as amended, modified and supplemented, incorporated by reference to Exhibit 2.1 of Form 8-K filed with the SEC by Old Dura on May 19, 2008.

2.2		Final Plan Supplement in support of the Revised Plan of Reorganization, dated June 26, 2008, incorporated by reference to Exhibit 2.2 of Form 8-K, filed with the SEC on June 27, 2008.

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”).

3.3		Certificate of Incorporation of New Dura, Inc., incorporated by reference to Exhibit 3.1 of Form 8-K, filed with the SEC on June 27, 2008.

3.4		First Amendment to the Certificate of Incorporation of New Dura, Inc., incorporated by reference to Exhibit 3.2 of Form 8-K, filed with the SEC on June 27, 2008.

3.5		Certificate of Designations of the Series A Redeemable Voting Mandatorily Convertible Preferred Stock of New Dura, Inc., incorporated by reference to Exhibit 3.3 of Form 8-K, filed with the SEC on June 27, 2008.

3.6		Second Amendment to the Certificate of Incorporation of New Dura, Inc., incorporated by reference to Exhibit 3.4 of Form 8-K, filed with the SEC on June 27, 2008.

3.7		Bylaws of Dura Automotive Systems, Inc. (formerly known as New Dura, Inc.), incorporated by reference to Exhibit 3.5 of Form 8-K, filed with the SEC on June 27, 2008.

4.1		Registration Agreement, dated as of August 31, 1994, among Dura, Alkin and the MC Stockholders (as defined therein), incorporated by reference to Exhibit 4.3 of the S-1.

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

4.3		Indenture, dated April 22, 1999, between Dura Operating Corp., Dura Automotive. Systems, Inc., the Subsidiary Guarantors and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes denominated in U.S. dollars, incorporated by reference to Exhibit 4.7 of the S-4.

4.4		Indenture, dated April 22, 1999, between Dura Operating Corp., Dura Automotive Systems, Inc., the Subsidiary Guarantors and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes denominated in Euros, incorporated by reference to Exhibit 4.8 of the S-4.


Exhibit
Number		Description
4.5		Certificate of Trust of Dura Automotive Systems Capital Trust, incorporated by reference to Exhibit 4.8 of the Registrant’s Form S-3, Registration No. 333-47273 filed under the Securities Act of 1933 (the “Form S-3”).

4.6		Form of Amended and Restated Trust Agreement of Dura Automotive Systems Capital Trust among Dura Automotive Systems, Inc., as Sponsor, The First National Bank of Chicago, as Property Trustee, First Chicago Delaware, Inc., as Delaware Trustee and the Administrative Trustees named therein, incorporated by reference to Exhibit 4.9 of the Form S-3.

4.7		Form of Junior Convertible Subordinated Indenture between Dura Automotive Systems, Inc. and The First National Bank of Chicago, as Indenture Trustee, incorporated by reference to Exhibit 4.10 of the Form S-3.

4.8		Form of Preferred Security, incorporated by reference to Exhibit 4.11 of the Form S-3.

4.9		Form of Debenture, incorporated by reference to Exhibit 4.12 of the Form S-3.

4.10		Form of Guarantee Agreement between Dura Automotive Systems, Inc., as Guarantor, and The First National Bank of Chicago, as Guarantee Trustee with respect to the Preferred Securities of Dura Automotive Systems Capital Trust, incorporated by reference to Exhibit 4.13 of the Form S-3.

4.11		Indenture, dated June 22, 2001, between Dura Operating Corp., Dura Automotive Systems, Inc., the Subsidiary Guarantors and U.S. Bank Trust National Association, as trustee, relating to the Series C and Series D, 9% senior subordinated notes denominated in U.S. Dollars, incorporated by reference to Exhibit 4.7 of the S-4.

4.12		Supplemental Indenture, dated July 29, 1999, between Dura Operating Corp., Dura Automotive Systems, Inc., the subsidiary guarantors and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes denominated in U.S. dollars, incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999.

4.13		Supplemental Indenture, dated July 29, 1999, between Dura Operating Corp., Dura Automotive Systems, Inc., the subsidiary guarantors and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes denominated in Euros, incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999.

4.14		Second Supplemental Indenture, dated June 1, 2001 between Dura Operating Corp., Dura Automotive Systems, Inc., the guaranteeing subsidiary named therein, the original guarantors named therein and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes, incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-4 (Registration No. 333-65470).

4.15		Supplemental Indenture, dated as of February 21, 2002, by and among Dura G.P., Dura Operating Corp., Dura Automotive Systems, Inc., Dura Automotive Systems Cable Operations, Inc., Universal Tool & Stamping Company Inc., Adwest Electronics, Inc., Dura Automotive Systems of Indiana, Inc., Atwood Automotive Inc., and Mark I Molded Plastics of Tennessee, Inc., Atwood Mobile Products, Inc., and U.S. Bank Trust National Association, as trustee under the indentures relating to the 9% senior subordinated notes, incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002.

4.16		Indenture, dated April 18, 2002, between Dura Operating Corp., Dura Automotive Systems, Inc., the subsidiary guarantors named therein and BNY Midwest Trust Company, as trustee, relating to the 8 5/8% senior notes due 2012, incorporated by reference to Exhibit 4.6 of the Registration Statement on Form S-4 (Registration No. 333-88800).

4.17		Supplemental Indenture, dated as of October 22, 2003, among Creation Group Holdings, Inc., Creation Group, Inc., Dura G.P., Dura Operating Corp., Dura Automotive Systems, Inc., Dura Automotive Systems Cable Operations, Inc., Universal Tool & Stamping Company, Inc., Adwest Electronics, Inc., Dura Automotive Systems of Indiana, Inc., Atwood Automotive Inc., and Mark I Molded Plastics of Tennessee, Inc., Atwood Mobile Products, Inc., and BNY Midwest Trust Company, as trustee, relating to the 8 5/8% senior notes due 2012. Incorporated by reference to Exhibit 4.21 to Form 10-K for the year ended December 31, 2003.


Exhibit
Number		Description
4.18		Supplemental Indenture, dated as of October 22, 2003 among Creation Group Holdings, Inc., Creation Group, Inc., Dura G.P., Dura Operating Corp., Dura Automotive Systems, Inc., Dura Automotive Systems Cable Operations, Inc., Universal Tool & Stamping Company, Inc., Adwest Electronics, Inc., Dura Automotive Systems of Indiana, Inc., Atwood Automotive Inc., and Mark I Molded Plastics of Tennessee, Inc., Atwood Mobile Products, Inc., and U.S. Bank Trust National Association, as trustee, relating to the 9% senior subordinated notes. Incorporated by reference to Exhibit 4.22 to Form 10-K for the year ended December 31, 2003.

4.19		Form of Stock Certificate of Common Stock of Dura Automotive Systems, Inc., incorporated by reference to Exhibit 4.1 of Form 8-K, filed with the SEC on June 27, 2008.

4.20		Form of Stock Certificate of Preferred Stock of Dura Automotive Systems, Inc., incorporated by reference to Exhibit 4.2 of Form 8-K, filed with the SEC on June 27, 2008.

4.21		Registration Rights Agreement, dated as of June 27, 2008, by and between Dura Automotive Systems, Inc. and each of the New Preferred Stockholders listed therein, incorporated by reference to Exhibit 10.2 of Form 8-K, filed with the SEC on June 27, 2008.

10.1		$115,000,000 Senior Secured Super-priority Debtor In Possession Revolving Credit Facilities and Guaranty Agreement, dated as of November 30, 2006, incorporated by reference to Exhibit 10.27 of Form 10-K, filed with the SEC on July 16, 2007.

10.2		Amendment No.1 and Waiver to the Debtor In Possession Revolving Credit Facilities and Guaranty Agreement dated May 1, 2007, incorporated by reference to Exhibit 10.28 of Form 10-K, filed with the SEC on July 16, 2007.

10.3		Amendment No.2 to the Debtor In Possession Revolving Credit and Guaranty Credit Agreement, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the SEC on July 6, 2007.

10.4		$185,000,000 Senior Secured Super-priority Debtor In Possession Term Loan and Guaranty Agreement, dated as of October 31, 2006, incorporated by reference to Exhibit 10.30 of Form 10-K, filed with the SEC on July 16, 2007.

10.5		Amendment to the Debtor In Possession Term Loan and Guaranty Agreement dated November 30, 2006, incorporated by reference to Exhibit 10.31 of Form 10-K, filed with the SEC on July 16, 2007.

10.6		Amendment No.2 and Waiver to Debtor In Possession Term Loan and Guaranty Agreement dated May 1, 2007, incorporated by reference to Exhibit 10.32 of Form 10-K, filed with the SEC on July 16, 2007.

10.7		Amendment No.3 to Debtor In Possession Term Loan and Guaranty Agreement, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the SEC on July 6, 2007.

10.8		AMENDMENT NO. 4 AND WAIVER, dated as of December 28, 2007, by and among DURA OPERATING CORP., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the “DOC”), DURA AUTOMOTIVE SYSTEMS, INC., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (“Holdings”), certain SUBSIDIARIES OF HOLDINGS AND DOC, each a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the lenders from time to time party to the Revolving DIP Credit Agreement, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Book Runner, Joint Lead Arranger and Syndication Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and as Collateral Agent, and BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, as Joint Lead Arranger and Documentation Agent, and BANK OF AMERICA, N.A., as Issuing Bank. The Amendment is incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on January 9, 2008.

10.9		AMENDMENT NO. 5 AND WAIVER, dated as of December 28, 2007, by and among DOC, Holdings, certain SUBSIDIARIES OF HOLDINGS AND DOC, each a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the lenders from time to time party to the Term Loan DIP Credit Agreement, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, as Collateral Agent and as Sole Book Runner, Joint Lead Arranger and Syndication Agent and BANK OF AMERICA, N.A., as Issuing Bank and Credit-Linked Deposit Bank. The Amendment is incorporated by reference to Exhibit 10.2 of Form 8-K, filed with the SEC on January 9, 2008.


Exhibit
Number		Description
10.10		SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION TERM LOAN AND GUARANTY AGREEMENT, dated as of January 30, 2008, by and among DOC, the Company, certain subsidiaries of the Company and DOC, as Guarantors, the Lenders party thereto from time to time, Ableco Finance LLC, as Administrative Agent, as Collateral Agent, as Sole Book Runner, Lead Arranger, Syndication Agent and Documentation Agent and Bank of America, N.A. as Issuing Bank. The Agreement is incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on February 5, 2008.

10.11		AMENDMENT NO. 5 TO REVOLVING DIP CREDIT AGREEMENT, dated as of January 30, 2008, by and among by and among DOC, as Borrower, the Company, certain domestic subsidiaries of the Company and DOC, as Guarantors, the Lenders from time to time a party thereto General Electric Capital Corporation, as Administrative Agent, Barclays Capital, the investment banking division of Barclays Bank PLC, as Joint Lead Arranger and Documentation Agent, and Bank of America, N.A., as Issuing Bank. The Amendment is incorporated by reference to Exhibit 10.2 of Form 8-K, filed with the SEC on February 5, 2008.

10.12		THIRD AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION TERM LOAN. The Amendment is incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on June 26, 2008.

10.13		AMENDMENT TO REVOLVING DIP CREDIT AGREEMENT. The Amendment is incorporated by reference to Exhibit 10.2 of Form 8-K, filed with the SEC on June 26, 2008.

10.14		Summary of Principal Terms of Proposed Chapter 11 Restructuring (the “Plan Term Sheet”), incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the SEC on July 18, 2007.

10.15		Term Sheet For Common Stock Rights Offering, incorporated by reference to Exhibit 99.3 of Form 8-K, filed with the SEC on July 18, 2007.

10.16		Backstop Rights Purchase Agreement by and among Dura Automotive Systems, Inc. and Pacificor, LLC dated August 2, 2007, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the SEC on August 8, 2007.

10.17*		Offer of Employment Letter between the Company and C. Timothy Trenary, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the SEC on September 10, 2007.

10.18		Asset Purchase Agreement, dated as of July 3, 2007, by and between Atwood Acquisition Co. LLC as Purchaser and Atwood Mobile Products, Inc. as Seller, incorporated by reference to Exhibit 99.2 of Form 8-K, filed with the SEC on July 10, 2007.

10.19*		Separation Agreement, dated as of November 1, 2007, by and between the Company and John J. Knappenberger, incorporated by reference to Exhibit 99.1 of Form 8-K, filed with the SEC on November 13, 2007.

10.20		Asset Purchase Agreement, dated as of June 27, 2008, by and between New Dura Opco, Inc. and Old Dura, Inc. (f/k/a Dura Automotive Systems, Inc.), incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on June 27, 2008.

10.21		Senior Secured Revolving Credit and Guaranty Agreement, dated as of June 27, 2008, among Dura Operating Corp. as Borrower, Dura Automotive Systems, Inc. as Parent, Certain Subsidiaries of Dura Automotive Systems, Inc. and Dura Operating Corp. as Guarantors, Various Lenders, and General Electric Capital Corporation as Administrative Agent and Collateral Agent, incorporated by reference to Exhibit 10.3 of Form 8-K, filed with the SEC on June 27, 2008.

10.22		Senior Secured Second Lien Credit and Guaranty Agreement, dated as of June 27, 2008, among Dura Operating Corp. as Borrower, Dura Automotive Systems, Inc. as Parent, Certain Subsidiaries of Dura Automotive Systems, Inc. and Dura Operating Corp. as Guarantors, Various Lenders, and Wilmington Trust Company as Administrative Agent and as Collateral Agent, incorporated by reference to Exhibit 10.4 of Form 8-K, filed with the SEC on June 27, 2008.

10.23		Credit Agreement dated as of June 27, 2008, among Dura Automotive Grundstueckverwaltungs GmbH, Dura Automotive Body & Glass Systems GmbH, Dura Automotive Plettenberg Leisten & Blenden GmbH, Dura Automotive Selbecke Leisten & Blenden GmbH, Dura Automotive Holding GmbH & Co. KG, Dura Automotive Systems Einbeck GmbH, Dura Automotive Systems GmbH, and Dura Automotive Systems Rotenburg GmbH as German Borrowers, Dura Automotive Systems CZ. S.R.O. as the Czech Borrower, Dura European Holding LLC & Co., KG and Dura Holding Germany GmbH as Guarantors, the Subsidiary Guarantors Party Hereto from Time to Time, the Lenders Party Hereto, and Deutsche Bank Trust Company Americas as Administrative Agent and Collateral Agent, incorporated by reference to Exhibit 10.5 of Form 8-K, filed with the SEC on June 27, 2008.


Exhibit
Number		Description
10.24*		Amendment No. 1 to Change in Control Agreement, dated May 8, 2008, among Theresa Skotak, Dura Automotive Systems, Inc. and Dura Operating Corp., incorporated by reference to Exhibit 10.6 of Form 8-K, filed with the SEC on June 27, 2008.

10.25		Intercreditor Agreement dated June 27, 2008 among Dura Operating Corp, Dura Automotive Systems, Inc., Certain Subsidiaries of Dura Automotive Systems, Inc. and Dura Operating Corp. as Guarantors, Wilmington Trust Company as Administrative Agent under the Senior Secured Second Lien Credit and Guaranty Agreement and General Electric Capital Corporation as Administrative Agent under the Senior Secured Revolving Credit and Guaranty Agreement, incorporated by reference to Exhibit 10.7 of Form 8-K, filed with the SEC on June 27, 2008.

10.26		Revolving Credit Agreement Pledge and Security Agreement, dated June 27, 2008, by and among each of the grantors party thereto and General Electric Capital Corporation, as collateral agent, incorporated by reference to Exhibit 10.8 of Form 8-K, filed with the SEC on June 27, 2008.

10.27		Second Lien Pledge and Security Agreement, dated June 27, 2008, by and among each of the grantors party thereto and Wilmington Trust Company, as collateral agent, incorporated by reference to Exhibit 10.9 of Form 8-K, filed with the SEC on June 27, 2008.

10.28*		Dura Automotive Systems, Inc. 2003 Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended December 31, 2003, filed with the SEC on March 11, 2004).

10.29*		Amendment to Dura Automotive Systems, Inc. 2003 Supplemental Executive Retirement Plan, dated May 8, 2008, incorporated by reference to Exhibit 10.11 of Form 8-K, filed with the SEC on June 27, 2008.

10.30*		Employment Letter, dated December 23, 2002, relating to the offer of employment for Mr. Lawrence Denton (incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 2003, filed with the SEC on March 11, 2004).

10.31*		Amendment No. 1 to Employment Letter, dated May 8, 2008, between Lawrence Denton and Dura Automotive Systems, Inc., incorporated by reference to Exhibit 10.13 of Form 8-K, filed with the SEC on June 27, 2008.

10.32*		Form of Change of Control Agreement dated as of June 16, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, filed with the SEC on August 6, 2004).

10.33*		Amendment No. 1 to Change in Control Agreement, dated May 8, 2008, among Lawrence Denton, Dura Automotive Systems, Inc. and Dura Operating Corp., incorporated by reference to Exhibit 10.15 of Form 8-K, filed with the SEC on June 27, 2008.

10.34*		Separation Agreement dated August 6, 2008 between Dura Automotive Systems, Inc. and Lawrence A. Denton, incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on August 8, 2008.

10.35*		Executive Employment Term Sheet Agreement dated August 29, 2008 between Dura Automotive Systems, Inc. and Timothy D. Leuliette, incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on August 29, 2008.

10.36*		Executive Employment Term Sheet Agreement dated August 29, 2008 between Dura Automotive Systems, Inc. and Theresa L. Skotak, incorporated by reference to Exhibit 10.2 of Form 8-K, filed with the SEC on August 29, 2008.

21.1		List of Subsidiaries.

24.1		Power of Attorney (included in the Signature Page).

31.1		Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*		Indicates compensatory arrangement.


PART I	Page
Item 1. Business	5
Item 1A. Risk Factors	22
Item 1B. Unresolved Staff Comments	28
Item 2. Properties	28
Item 3. Legal Proceedings	29
Item 4. Submission of Matters to a Vote of Security Holders	29
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6. Selected Financial Data	30
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	50
Item 8. Financial Statements and Supplementary Data	51
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	112
Item 9A. Controls and Procedures	112
Item 9B. Other Information	116
PART III
Item 10. Directors, Executive Officers and Corporate Governance	117
Item 11. Executive Compensation	119
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	142
Item 13. Certain Relationships and Related Transactions	142
Item 14. Principal Accountant Fees and Services	143
PART IV
Item 15. Exhibits and Financial Statement Schedules	144
Signatures	151
EX-21.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2


		Page
Report of Independent Registered Public Accounting Firm		52
Consolidated Balance Sheets as of December 31, 2007 and 2006		53
Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005		54
Consolidated Statements of Stockholders’ Investment (Deficit) for the years ended December 31, 2007, 2006 and 2005		55
Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005		56
Notes to Consolidated Financial Statements		57


	For the year			For the period from
	ended December			November 1, 2006 to
	31, 2007			December 31, 2006

Revenues	$	715,299		$	107,805
Cost of sales		730,153			123,533

Gross profit		(14,854	)		(15,728	)
Selling, general & administrative expenses		66,867			7,340
Facility consolidation, goodwill and asset impairment, and other charges		213,136			6,639
Amortization expense		152			37

Operating loss		(295,009	)		(29,744	)
Interest expense, net		44,333			6,688

Loss before reorganization items, loss on equity investment and income taxes		(339,342	)		(36,432	)
Reorganization items		57,643			23,327

Loss before loss on equity investment and income taxes		(396,985	)		(59,759	)
Equity loss (income) from non-Debtor subsidiaries, net of tax		62,318			(10,000	)
Provision (benefit) for income taxes		(14,419	)		5,281

Loss from continuing operations		(444,884	)		(55,040	)
Loss from discontinued operations		(27,918	)		(1,556	)

Net loss	$	(472,802	)	$	(56,596	)

	•		Completion of valuation reports associated with long-lived tangible and intangible assets which may derive further adjustments or recording of additional assets or liabilities;

	•		Adjustments to deferred tax assets and liabilities, which may be based upon additional information, including adjustments to fair value estimates of underlying assets or liabilities;

	•		Adjustments to amounts recorded based upon estimated fair values or upon other measurements, which could change the amount of recorded goodwill; or

	•		Results of operations incurred from January 1, 2008 through the Effective Date.

•		Continued participation in the annual bonus plan and KMIP over the next 24 months;

•		The second payment of Mr. Szczupak’s signing bonus ($100,000); and

•		Continuation in the Company’s Flexible Perks Program for the remainder of the term of his employment contract (24 months).

•		“Cause” is defined as: (i) a material breach by Employee of his duties and responsibilities under the Employment Agreement or breach of any material term of the agreement; (ii) Employee engaging in conduct injurious to the business, reputation, character, or community standing of Company: (iii) Employee engaging in dishonest, fraudulent, or unethical conduct or other egregious conduct; (iv) Employee’s admission, confession, plea bargain to or conviction or any crime or offense involving misuse of Company money or property; (v) neglect of duties; (vi) failure to manage the business of the Company in good faith and in a professional manner; (vii) Employee acting outside of scope of his duties; (viii) violation of any statutory or common law duty to Company.

•		“Good reason” is defined as the: (i) demotion of Employee, without consent, by Company including material reduction or demotion of job title, responsibilities, authorities, powers, duties, salary, benefits, or a change of job position to which Employee reports; or (ii) material breach of the Employment Agreement by the Company.


		Jurisdiction
Name		Formation

Dura Operating Corp		Delaware
Dura Automotive Systems of Indiana, Inc.		Indiana
Autopartes Excel de Mexico, S.A. de C.V. (11)		Mexico
Dura de Mexico, S.A. de C.V.		Mexico
Dura Global Technologies, Inc.		Michigan
Mark I Molded Plastics of Tennessee, Inc.		Tennessee
Patent Licensing Clearinghouse, LLC		Delaware
Dura Aircraft Operating Company, LLC		Michigan
Automotive Aviation Partners, LLC (6)		Minnesota
Dura Brake Systems, LLC		Michigan
Dura G.P (12)		Delaware
Dura Services, LLC		Michigan
Dura Mancelona, LLC		Michigan
Dura Fremont, LLC		Michigan
Dura Gladwin, LLC		Michigan
Dura Shifter, LLC		Michigan
Atwood Automotive, Inc.		Michigan
Dura Cables North, LLC		Delaware
Dura Cables South, LLC		Delaware
Atwood Mobile Products, Inc		Illinois
Creation Group Holdings, Inc.		Indiana
Creation Group Transportaion, Inc.		Indiana
Kemberly, Inc.		Indiana
Kemberly, LLC		Indiana
Creation Group, Inc.		Indiana
Spec-Temp, Inc.		Ohio
Creation Windows, Inc.		Pennsylvania
Creation Windows, LLC		Pennsylvania
Dura Vehicle Components Co. Ltd. (2)		China
Dura Automotive Systems Cable Operations, Inc.		Delaware
Universal Tool & Stamping Company, Inc.		Indiana
Dura Ganxiang Automotive Systems (Shanghai) Co., Ltd. (9)		China
Dura/Excel do Brasil Ltda		Brazil
Dura Automotive Systems do Brasil Ltda		Brazil
Dura UK Limited		UK
Trident Automotive Limited		UK
Dura Holdings Limited		UK
Adwest Electronics, Inc.		Delaware
Dura Automotive Limited		UK
Dura Cables Limited		UK
ACK Controls, Inc.(3)		Delaware
Spicebright Limited		UK
Dura Spicebright, Inc. (4)		Michigan
Moblan Investments, B.V.		The Netherlands
Dura Automotive Holding Verwaltungs GmbH		Germany
Dura European Holding LLC & Co. Kg		Germany
Dura Operating Canada LP (10)		Canada
Dura Automotive Canada ULC		Nova Scotia


(1)		99.99% owned by Dura Holding Germany GmbH and less than 0.01% owned by Dura Automotive Holdings Verwaltungs GmbH

(2)		90% owned by Atwood Mobile Products, Inc.

(3)		12.68% owned by Trident Automiove Limited

(4)		57% owned by Spicebright Limited and 43% owned by Moblan Investments, B.V.

(5)		50% owned by Dura Automotive Body & Glass Systems UK Ltd. and 50% owned by Dura Automotive Systems (Canada) Ltd.

(6)		75% owned by Dura Aircraft Operating Company, LLC and 25% owned by Dura Automotive Systems, Inc.

(7)		80% owned by Dura Automotive Handels-und Beteiligungsgesellschaft GmbH and 20% owned by Dura Holdings Germany GmbH

(8)		99% owned by Dura Automotive Systems CZ sro and 1% owned by Dura Holdings Germany GmbH


(9)		55% owned by Dura Operating Corp.

(10)		99.9% owned by Dura European Holding LLC & Co. Kg and 0.1% owned by Dura Automotive Systems of Indiana, Inc.

(11)		99% owned by Dura Operating Corp. and 1% owned by Atwood Automotive, Inc.

(12)		99.9% owned by Dura Operating Corp. and 0.1% owned by Atwood Automotive, Inc.

(13)		99.9% owned by Dura Automotive Canada ULC and 0.1% owned by Dura British Columbia ULC

(14)		99.9% owned by Dura Automotive Systems (Canada) Ltd and 0.1% owned by Dura Holdings ULC

(15)		99.9% owned by Dura Automotive Systems (Canada) Ltd and 0.1% owned by Trident Automotive Ltd.

(16)		100% of the vote owned by Dura Automotive Handels-und Beteiligungsgesellschaft Gmbh. 50% of the value owned by Dura Automotive Handels-und Beteiligungsgesellschaft Gmbh, 25% of the value owned by Dura Automotive Portuguesa Industria de Componentes para Automovels Lda and 25% of the value owned by Dura Automotive CZ k.s.

(17)		50% owned by Dura Automotive Holding GmbH & Co. KG.

1.		I have reviewed this Annual Report on Form 10-K of Dura Automotive Systems, Inc.;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Nick G. Preda
Nick G. Preda
Executive Vice President and Chief Financial Officer

October 31, 2008