##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
 ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
  For the fiscal year ended:

Commission file number:December 31, 2007

000-50890       COMMERCIAL VEHICLE GROUP,
    INC.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

41-1990662(State of
    Incorporation)

(I.R.S. Employer Identification
    No.)7800 Walton Parkway

43054New Albany, Ohio

(Zip Code)(Address of Principal Executive
    Offices)   Registrants telephone number, including area code:
 (614) 289-5360
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $.01 per share

The Nasdaq Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer
    o

Accelerated filer
    þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    Company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K




---



##### 





COMMERCIAL
    VEHICLE GROUP, INC.
  Annual Report on
    Form 10-K
  Table of Contents
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


17Item 1B.


Unresolved Staff Comments


26Item 2.


Properties


26Item 3.


Legal Proceedings


27Item 4.


Submission of Matters to a Vote of Security
    Holders


27PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


28Item 6.


Selected Financial Data


31Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


34Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


48Item 8.


Financial Statements and Supplementary Data


50Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


94Item 9A.


Controls and Procedures


94Item 9B.


Other Information


97PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


97Item 11.


Executive Compensation


99Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


100Item 13.


Certain Relationships, Related Transactions and
    Director Independence


100Item 14.


Principal Accountant Fees and Services


100PART IVItem 15.


Exhibits and Financial Statements Schedules


101SIGNATURES


106Supplemental IndentureForm of Indemnification AgreementTerms of Employment for Executive OfficersComputation of Ratio of Earnings to Fixed ChargesSubsidiariesConsent of Deloitte & Touche LLPCertificationCertificationCertificationCertification   i




---



##### Table of Contents



CERTAIN
    DEFINITIONS
  Form 10-K
  FORWARD-LOOKING
    INFORMATION
  Form 10-K
 ii




---



##### Table of Contents



PART I  Item 1.
    Business  Overview
            Recent
    Acquisitions
     1




---



##### Table of Contents



cut-and-sew
  Form 10-K
  Industry
    Commercial
    Vehicle Supply Market Overview
    (4) just-in-time
    North
    American Commercial Truck Market
    2001


2002


2003


2004


2005


2006


2007(Thousands of units)Class 8 heavy trucks


146



181



182



269



341



378



212Class 5-7
    light and medium-duty trucks


189



194



188



225



245



266



206Total


335



375



370



494



586



644



418      2




---



##### Table of Contents



Class 8
    Truck Market
  just-in-time
        North
    American Class 8 Truck Build Rates
    (In thousands)
  
    3




---



##### Table of Contents



Economic Conditions.
  Truck Freight Growth. on-site just-in-time
  Total
    U.S. Tonmiles (Class 8)
    (Number of tonmiles in millions)
  
     Truck Replacement Cycle and Fleet Aging.
 4




---



##### Table of Contents



Average
    Age of Active U.S. Class 8 Trucks
    (Number of years)
  
     Commercial
    Truck Aftermarket
    Commercial
    Construction Vehicle Market
     5




---



##### Table of Contents



Military
    Equipment Market
    Commercial
    Vehicle Industry Trends
    System Sourcing.
  Globalization of Suppliers.
  Shift of Design and Engineering to
    Suppliers.
  Broad Manufacturing Capabilities.
  Ongoing Supplier Consolidation.
  Competitive
    Strengths
    Leading Market Positions and Brands.
 6




---



##### Table of Contents



® tm ® ® ®
  Comprehensive Cab Product and Cab System
    Solutions.
  End-User Focused Product Innovation.
  Flexible Manufacturing Capabilities and Cost Competitive
    Position. just-in-time
  Global Capabilities.
  Strong Free Cash Flow Generation.
  Strong Relationships with Leading Customers and Major
    Fleets.
  Significant Barriers to Entry. just-in-time
  Proven Management Team.
 7




---



##### Table of Contents



Strategy
    Increase Content, Expand Customer Penetration and Leverage
    System Opportunities.
  Leverage Our New Product Development
    Capabilities. E-coat.
  Capitalize on Operating Leverage.
  Grow Sales to the Aftermarket.
  Pursue Strategic Acquisitions and Continue to Diversify
    Revenues.
  Products
   8




---



##### Table of Contents



Form 10-K
    Seats and Seating Systems.
  Heavy Truck Seats.
    Construction and Other Commercial Vehicle
    Seats.
  Other Seating Products.
  Trim Systems and Components.
  Trim Products.
 9




---



##### Table of Contents



Instrument Panels.
  Body Panels (Headliners/Wall
    Panels).
  Storage Systems.
  Floor Covering Systems.
  Sleeper Bunks.
  Grab Handles and Armrests.
  Privacy Curtains.
  Mirrors, Wipers and Controls.
  Mirrors. tm
  Windshield Wiper Systems.
  Controls.
 10




---



##### Table of Contents



Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.
  Cab Structures.
  Sleeper Boxes. E-coat
  Bumper Fascias, Fender Covers and Fender
    Liners.
  Body Panels and Structural Components.
  Electronic Wire Harnesses and Panel
    Assemblies.
  Electronic Wire Harnesses.
  Panel Assemblies.
  Manufacturing
    
    Seats and Seating Systems.  Our seating
    operations utilize a variety of manufacturing techniques whereby
    foam and various other components along with fabric, vinyl or
    leather are affixed to an underlying seat frame. We also
    manufacture and assemble the seat frame, which involves complex
    welding. Generally, we utilize outside suppliers to produce the
    individual components used to assemble the seat frame.
    Trim Systems and Components.  Our interior
    systems process capabilities include injection molding,
    low-pressure injection molding, urethane molding and foaming
    processes, compression molding, heavy-gauge thermoforming and
    vacuum forming as well as various cutting, sewing, trimming and
    finishing methods. 11




---



##### Table of Contents




    Mirrors, Wipers and Controls.  We manufacture
    our mirrors, wipers and controls utilizing a variety of
    manufacturing processes and techniques. Our mirrors, wipers and
    controls are primarily hand assembled, tested and packaged.
    Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components. We utilize a wide range of manufacturing
    processes to produce the majority of the steel and aluminum
    stampings used in our cab structures, sleeper boxes, body panels
    and structural components and a variety of both robotic and
    manual welding techniques in the assembly of these products. In
    addition, both our Norwalk, Ohio and Kings Mountain, North
    Carolina facilities have large capacity, fully automated
    E-coat paint
    priming systems allowing us to provide our customers with a
    paint-ready cab product. Due to their high cost, full body
    E-coat
    systems, such as ours, are rarely found outside of the
    manufacturing operations of the major OEMs. The major large
    press lines at our Shadyside, Ohio facility provide us with the
    in-house manufacturing flexibility for both aluminum and steel
    stampings delivered
    just-in-time
    to our cab assembly plants. This plant also provides us with low
    volume forming and processing techniques including laser trim
    operations that minimize investment and time to manufacture for
    low volume applications.
    Electronic Wire Harnesses and Panel
    Assemblies.  We utilize several manufacturing
    techniques to produce the majority of our electronic wire
    harnesses and panel assemblies. Our processes, both manual and
    automated, are designed to produce complex, low- to
    medium-volume wire harnesses and panel assemblies in short time
    frames. Our wire harnesses and panel assemblies are both
    electronically and hand tested.          just-in-time
   12




---



##### Table of Contents



Raw
    Materials and Suppliers
    
    Seats and Seating Systems.  The principal raw
    materials used in our seat systems include steel, aluminum and
    foam related products and are generally readily available and
    obtained from multiple suppliers under various supply
    agreements. Leather, vinyl, fabric and certain components are
    also purchased from multiple suppliers under supply agreements.
    Typically, our supply agreements are for a term of at least one
    year and are terminable by us for breach or convenience.
    Trim Systems and Components.  The principal raw
    materials used in our interior systems processes are resin and
    chemical products, foam, vinyl and fabric which are formed and
    assembled into end products. These raw materials are obtained
    from multiple suppliers, typically under supply agreements which
    are for a term of at least one year and are terminable by us for
    breach or convenience.
    Mirrors, Wipers and Controls.  The principal
    raw materials used to manufacture our mirrors, wipers and
    controls are steel, stainless steel and rubber, which are
    generally readily available and obtained from multiple
    suppliers. We also purchase sub-assembled products such as
    motors for our wiper systems and mirrors.
    Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components. The principal raw materials used in our cab
    structures, sleeper boxes, body panels and structural components
    are steel and aluminum, the majority of which we purchase in
    sheets and stamp at our Shadyside, Ohio facility. These raw
    materials are generally readily available and obtained from
    several suppliers, typically under purchase contracts which fix
    price and supply for up to one year.
    Electronic Wire Harnesses and Panel
    Assemblies.  The principal raw materials used to
    manufacture our electronic wire harnesses are wire, connectors,
    terminals, switches, relays and braid fabric. These raw
    materials are obtained from multiple suppliers and are generally
    readily available.   13




---



##### Table of Contents



Customers
    and Marketing
      2007


2006


2005Heavy Truck OEM


41
%


60
%


62
%Construction


26



18



15Aftermarket and OEM Service


13



10



9Military


6



3



2Bus


3



2



2Agriculture


1



1



1Other


10



6



9Total


100
%


100
%


100
%         2007


2006


2005PACCAR


14
%


17
%


17
%International


11



22



19Caterpillar


11



8



7Freightliner


11



13



16Volvo/Mack


11



13



14Oshkosh Truck


4



2



2Komatsu


3



2



2Deere & Co.


3



2



2Other


32



21



21Total


100
%


100
%


100
%    14




---



##### Table of Contents



Backlog
    Competition
   15




---



##### Table of Contents




    Seats and Seating Systems.  We believe that we
    have the number one market position in North America supplying
    seats and seating systems to the commercial vehicle heavy-truck
    market. We also believe that we have the number one market
    position in supplying seats and seating systems to commercial
    vehicles used in the medium/heavy construction equipment
    industry on a worldwide basis. Our primary independent
    competitors in the North American commercial vehicle market
    include Sears Manufacturing Company, Accuride Corporation,
    Grammer AG and Seats, Inc., and our primary competitors in the
    European commercial vehicle market include Grammer AG and
    Isringhausen.
    Trim Systems and Components.  We believe that
    we have the number one market position in the North American
    commercial vehicle heavy-truck market with respect to our soft
    interior trim products and a leading presence in the hard
    interior trim market. We face competition from a number of
    different competitors with respect to each of our trim system
    products and components. Overall, our primary independent
    competitors are ConMet, Fabriform, TPI, Findlay, Superior, Trim
    Masters, Inc., Blachford Ltd. and Mitras.
    Mirrors, Wipers and Controls.  We believe that
    we are a leading supplier in the North American commercial
    vehicle heavy-truck market with respect to our windshield wiper
    systems and mirrors. We face competition from a number of
    different competitors with respect to each of our principal
    products in this category. Our principal competitors for mirrors
    are Hadley, Lang-Mekra and Trucklite, and our principal
    competitors for windshield wiper systems are Johnson Electric,
    Trico and Valeo.
    Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.  We believe we are the leading
    non-captive supplier in the North American commercial vehicle
    heavy-truck market with respect to our cab structural
    components, cab structures, sleeper boxes and body panels. Our
    principal competitors are Magna, Ogihara Corporation,
    Spartanburg Stamping, Able Body and Defiance Metal Products.
    Electronic Wire Harnesses and Panel
    Assemblies.We believe that we are a leading
    supplier of low- to medium-volume complex, electronic wire
    harnesses and related assemblies used in the global heavy
    equipment, commercial vehicle, heavy-truck and specialty and
    military vehicle markets. Our principal competitors for
    electronic wire harnesses include large diversified suppliers
    such as AFL, Delphi, Leoni, Nexans, PKC, Stoneridge, Yazaki and
    smaller independent companies such as Fargo Assembly and
    Unlimited Services.  Research
    and Development, Design and Engineering
       16




---



##### Table of Contents



Intellectual
    Property
    ® tm ® ® ®
  Seasonality
    Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K Form 10-K
  Item 1A.
    Risk
    Factors   17




---



##### Table of Contents




    Volatility and cyclicality in the commercial vehicle market
    could adversely affect us.    
    Our profitability could be adversely affected if the actual
    production volumes for our customers vehicles are
    significantly lower than expected.    
    Our major OEM customers may exert significant influence over
    us.    
    We may be unable to successfully implement our business
    strategy and, as a result, our businesses and financial position
    and results of operations could be materially and adversely
    affected.   18




---



##### Table of Contents




    If we are unable to obtain raw materials at favorable prices,
    it could adversely impact our results of operations and
    financial condition.    
    We may be unable to complete additional strategic
    acquisitions or we may encounter unforeseen difficulties in
    integrating acquisitions.    
    We may be adversely impacted by labor strikes, work stoppages
    and other matters.   19




---



##### Table of Contents




    Our businesses are subject to statutory environmental and
    safety regulations in multiple jurisdictions, and the impact of
    any changes in regulation
    and/or the
    violation of any applicable laws and regulations by our
    businesses could result in a material and adverse affect on our
    financial condition and results of operations.        
    We may be adversely affected by the impact of government
    regulations on our OEM customers.   20




---



##### Table of Contents




    Our customer base is concentrated and the loss of business
    from a major customer or the discontinuation of particular
    commercial vehicle platforms could reduce our revenues.    
    Currency exchange rate fluctuations could have an adverse
    effect on our revenues and results of operations.    
    We are subject to certain risks associated with our foreign
    operations.    
    the difficulty of enforcing agreements and collecting
    receivables through certain foreign legal systems;
    foreign customers, who may have longer payment cycles than
    customers in the United States;
    tax rates in certain foreign countries, which 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, including restrictions on
    repatriation;
    intellectual property protection difficulties;
    general economic and political conditions in countries where we
    operate, which may have an adverse effect on our operations in
    those countries;
    the difficulties associated with managing a large organization
    spread throughout various countries; and
    complications in complying with a variety of foreign laws and
    regulations, which may conflict with United States law.   21




---



##### Table of Contents




    Our inability to compete effectively in the highly
    competitive commercial vehicle component supply industry could
    result in lower prices for our products, reduced gross margins
    and loss of market share, which could have an adverse effect on
    our revenues and operating results.      
    Our products may be rendered less attractive by changes in
    competitive technologies.    
    If we are unable to recruit or retain skilled personnel, or
    if we lose the services of any of our key management personnel,
    our business, operating results and financial condition could be
    materially adversely affected.    
    We have only limited protection for our proprietary rights in
    our intellectual property, which makes it difficult to prevent
    third parties from infringing upon our rights.     22




---



##### Table of Contents




    Our products may be susceptible to claims by third parties
    that our products infringe upon their proprietary rights.  and/or
  
    The market price of our common stock may be extremely
    volatile.    
    Our operating results, revenues and expenses may fluctuate
    significantly from quarter-to-quarter or year-to-year, which
    could have an adverse effect on the market price of our
    stock.    Fluctuations in Quarterly or Annual Operating
    Results.
  
    the size, timing, volume and execution of significant orders and
    shipments;
    changes in the terms of our sales contracts;
    the timing of new product announcements;
    changes in our pricing policies or those of our competitors;
    market acceptance of new and enhanced products;
    the length of our sales cycles;
    changes in our operating expenses;
    personnel changes;
    new business acquisitions;
    changes in foreign currency exchange rates; and
    seasonal factors.  Limited Ability to Adjust Expenses.
 23




---



##### Table of Contents




    We may be subject to product liability claims, recalls or
    warranty claims, which could be expensive, damage our reputation
    and result in a diversion of management resources.        
    Equipment failures, delays in deliveries or catastrophic loss
    at any of our facilities could lead to production or service
    curtailments or shutdowns.    
    Our indebtedness could adversely affect our financial
    condition and make it more difficult to implement our business
    strategy.    
    make it more difficult for us to satisfy our obligations with
    respect to our indebtedness, including the notes, and any
    failure to comply with the obligations of any of our debt
    instruments, including financial and other restrictive
    covenants, could result in an event of default under the
    indenture governing the notes and the agreements governing such
    other indebtedness; 24




---



##### Table of Contents




    make us more vulnerable to adverse changes in general economic,
    industry and competitive conditions and adverse changes in
    government regulation;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, thereby
    reducing the availability of our cash flows to fund working
    capital, capital expenditures, acquisitions and other general
    corporate purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate;
    place us at a competitive disadvantage compared to our
    competitors that have less debt; and
    limit our ability to borrow additional amounts for working
    capital, capital expenditures, acquisitions, debt service
    requirements, execution of our business strategy or other
    purposes.    
    The terms of our senior credit facility and the indenture
    governing the 8.0% senior notes due 2013 may restrict
    our current and future operations, particularly our ability to
    respond to changes in our business or to take certain
    actions.    
    incur liens;
    incur or assume additional debt or guarantees or issue preferred
    stock;
    pay dividends, or make redemptions and repurchases, with respect
    to capital stock;
    prepay, or make redemptions and repurchases of, subordinated
    debt;
    make loans and investments;
    make capital expenditures;
    engage in mergers, acquisitions, asset sales, sale/leaseback
    transactions and transactions with affiliates;
    change the business conducted by us or our subsidiaries; and
    amend the terms of subordinated debt.    
    Our inability to successfully execute any planned cost
    reductions, restructuring initiatives or the achievement of
    operational efficiencies could result in the incurrence of
    additional costs and expenses that could adversely affect our
    reported earnings.   25




---



##### Table of Contents




    Our earnings may be adversely affected by changes to the
    carrying values of our tangible and intangible assets, including
    goodwill, as a result of recording any impairment charges deemed
    necessary in conjunction with the execution of our periodic
    asset impairment assessment and testing policy.    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    ApproximateLocation

Primary Product/Function

Square Footage

Ownership InterestDouglas, Arizona

Warehouse Facility

20,000 sq. ft.

LeasedMonona, Iowa

Wire Harness Assembly

62,000 sq. ft.

OwnedEdgewood, Iowa

Wire Harness Assembly

36,000 sq. ft.

LeasedDekalb, Illinois

Cab Assembly

60,000 sq. ft.

LeasedMichigan City, Indiana

Wipers, Switches

87,000 sq. ft.

LeasedWixom, Michigan

Engineering

7,000 sq. ft.

LeasedKings Mountain, North Carolina

Cab, Sleeper Box, Assembly

180,000 sq. ft.

OwnedStatesville, North Carolina (2 facilities)

Interior Trim, Seats

163,000 sq. ft.

LeasedConcord, North Carolina (2 facilities)

Injection Molding

150,000 sq. ft.

LeasedNorwalk, Ohio (3 facilities)

Cab, Sleeper Box, Assembly

360,000 sq. ft.

Owned/LeasedShadyside, Ohio

Stamping of Steel and Aluminum Structural and Exposed Stamped
    Components

200,000 sq. ft.

OwnedChillicothe, Ohio

Interior Trim

62,000 sq. ft.

OwnedBellaire, Ohio

Warehouse Facility

41,000 sq. ft.

LeasedDublin, Ohio

Administration

14,000 sq. ft.

LeasedNew Albany, Ohio (2 facilities)

Corporate Headquarters / R&D

55,000 sq. ft.

LeasedCanby, Oregon

Electronics Assembly

4,000 sq. ft.

LeasedTigard, Oregon

Interior Trim

121,000 sq. ft.

LeasedLake Oswego, Oregon

RIM Process

24,000 sq. ft.

LeasedVonore, Tennessee (2 facilities)

Seats, Mirrors

245,000 sq. ft.

Owned/LeasedTellico Plains, Tennessee (2 facilities)

Cut and Sew, Warehouse Facility

148,000 sq. ft.

Leased 26




---



##### Table of Contents



ApproximateLocation

Primary Product/Function

Square Footage

Ownership InterestPikeville, Tennessee

Cut and Sew

15,000 sq. ft.

LeasedDublin, Virginia

Interior Trim, Seats

79,000 sq. ft.

OwnedSeattle, Washington

RIM Process, Interior Trim, Seats

156,000 sq. ft.

OwnedVancouver, Washington (2 facilities)

Interior Trim

63,000 sq. ft.

LeasedTacoma, Washington

Injection Molding

25,000 sq. ft.

LeasedAgua Prieta, Mexico (2 facilities)

Wire Harness Assembly

205,000 sq. ft.

LeasedNorthampton, United Kingdom

Seat Assembly

210,000 sq. ft.

LeasedSeneffs (Brussels), Belgium

Seat Assembly

35,000 sq. ft.

LeasedBrisbane, Australia

Seat Assembly

50,000 sq. ft.

LeasedShanghai, China (2 facilities)

Seat Assembly

76,500 sq. ft.

LeasedBrandys nad Orlici, Czech Republic

Seat Assembly

52,000 sq. ft.

OwnedLiberec, Czech Republic (2 facilities)

Wire Harness Assembly

155,000 sq. ft.

LeasedKamyanets-Podilsky, Ukraine

Wire Harness Assembly

46,000 sq. ft.

Leased       Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   27




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


LowYear Ended December 31, 2007:Fourth Quarter

$
16.38


$
12.11Third Quarter

$
19.29


$
12.71Second Quarter

$
21.03


$
17.70First Quarter

$
22.24


$
18.82Year Ended December 31, 2006:Fourth Quarter

$
23.57


$
18.47Third Quarter

$
21.08


$
17.19Second Quarter

$
21.25


$
17.82First Quarter

$
22.29


$
17.10      28




---



##### Table of Contents



40-month
  COMPARISON
    OF 40-MONTH
    CUMULATIVE TOTAL RETURN*
     
  *
    $100 invested on 8/5/04 in stock or index-including reinvestment
    of dividends.  08/05/04


12/31/04


12/31/05


12/31/06


12/31/07Commercial Vehicle Group, Inc.


$
100.00



$
166.64



$
143.36



$
166.41



$
110.69NASDAQ Composite


$
100.00



$
118.09



$
120.94



$
134.73



$
147.21Commercial Vehicle Supplier Composite (OLD)


$
100.00



$
116.42



$
111.37



$
130.28



$
195.74Commercial Vehicle Supplier Composite (NEW)


$
100.00



$
116.59



$
109.70



$
131.37



$
201.30    29




---



##### Table of Contents



(c) TotalNumber of


(d) MaximumShares (or


Number (orUnits)


ApproximatePurchased as


Dollar Value) ofPart of


Shares (or Units)(a) Total


(b) Average


Publicly


that May Yet BeNumber of


Price Paid


Announced


Purchased UnderShares (or Units)


per Share (or


Plans or


the Plans orPurchased


Unit)


Programs


PrgramsMonth #1(October 1, 2007 through
    October 31, 2007)


22,317


$
13.40







Month #2(November 1, 2007 through
    November 30, 2007)














Month #3(December 1, 2007 through
    December 31, 2007)














    30




---



##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K.
  Material
    Events Affecting Financial Statement Comparability:
  Form 10-K Form 10-K
  Years Ended December 31,2007


2006


2005


2004


2003(In thousands, except per share data)Statement of Operations Data:Revenues

$
696,786


$
918,751


$
754,481


$
380,445


$
287,579Cost of revenues


620,145



768,913



620,031



309,696



237,884Gross profit


76,641



149,838



134,450



70,749



49,695Selling, general and administrative expenses


55,493



51,950



44,564



28,985



24,281Share-based compensation expense(1)














10,125



Amortization expense


894



414



358



107



185Restructuring charges


1,433















Operating income


18,821



97,474



89,528



31,532



25,229Loss (gain) on foreign currency forward contracts and other


9,361



(3,468
)


(3,741
)


(1,247
)


3,230Interest expense


14,147



14,829



13,195



7,244



9,796Loss on early extinguishment of debt


149



318



1,525



1,605



2,972(Loss) income before income taxes


(4,836
)


85,795



78,549



23,930



9,231(Benefit) provision for income taxes


(1,585
)


27,745



29,138



6,481



5,267Net (loss) income

$
(3,251
)

$
58,050


$
49,411


$
17,449


$
3,964(Loss) earnings per share:(2)Basic

$
(0.15
)

$
2.74


$
2.54


$
1.13


$
0.29Diluted

$
(0.15
)

$
2.69


$
2.51


$
1.12


$
0.29Weighted average common shares outstanding:Basic


21,439



21,151



19,440



15,429



13,779Diluted


21,439



21,545



19,697



15,623



13,883Balance Sheet Data (at end of each period):Working capital (current assets less current liabilities)

$
117,172


$
135,368


$
119,104


$
41,727


$
28,216Total assets

$
599,089


$
590,822


$
543,883


$
225,638


$
210,495Total liabilities, excluding debt

$
174,029


$
163,803


$
150,797


$
60,667


$
48,215Total debt

$
159,725


$
162,114


$
191,009


$
53,925


$
127,474Total stockholders investment

$
265,335


$
264,905


$
202,077


$
111,046


$
34,806 31




---



##### Table of Contents



Years Ended December 31,2007


2006


2005


2004


2003(In thousands, except per share data)Other Data:Adjusted EBITDA(3)

$
27,296


$
115,910


$
105,385


$
40,389


$
30,105Net cash provided by (used in):Operating activities

$
47,575


$
36,922


$
44,156


$
34,177


$
10,442Investing activities

$
(53,292
)

$
(27,625
)

$
(188,569
)

$
(8,907
)

$
(5,967
)Financing activities

$
(2,394
)

$
(27,952
)

$
188,547


$
(28,427
)

$
(2,761
)Depreciation and amortization

$
16,425


$
14,983


$
12,064


$
7,567


$
8,106Capital expenditures, net

$
17,274


$
22,389


$
20,669


$
8,907


$
5,967North American Heavy-duty (Class 8) truck production
    (units)(4)


212,000



378,000



341,000



269,000



182,000     (1)
    
    Share-based compensation expense in 2004 is related to options
    issued in conjunction with our IPO that vested immediately.
    Subsequent share-based compensation is recorded in selling,
    general and administrative expenses.(2)
    
    Earnings (loss) per share has been calculated giving effect to
    the reclassification of our outstanding classes of common stock
    into one class of common stock and, in connection therewith, a
    38.991-to-one stock split.(3)
    
    Adjusted EBITDA is a non-GAAP financial measure that is
    reconciled to net income, its most directly comparable GAAP
    measure, in the accompanying financial tables. Adjusted EBITDA
    is defined as net earnings before interest, taxes, depreciation,
    amortization, gains/losses on the early extinguishment of debt,
    restructuring charges, miscellaneous income/expenses and
    cumulative effect of changes in accounting principle. In
    calculating Adjusted EBITDA, we exclude the effects of
    gains/losses on the early extinguishment of debt, restructuring
    charges, miscellaneous income/expenses and cumulative effect of
    changes in accounting principles because our management believes
    that some of these items may not occur in certain periods, the
    amounts recognized can vary significantly from period to period
    and these items do not facilitate an understanding of our
    operating performance. Our management utilizes Adjusted EBITDA,
    in addition to the supplemental information, as an operating
    performance measure in conjunction with GAAP measures, such as
    net income and gross margin calculated in conformity with GAAP.                 32




---



##### Table of Contents



Years Ended December 31,2007


2006


2005


2004


2003(In thousands)Net (loss) income

$
(3,251
)

$
58,050


$
49,411


$
17,449


$
3,964Add (subtract):Depreciation and amortization


16,425



14,983



12,064



7,567



8,106Interest expense


14,147



14,829



13,195



7,244



9,796(Benefit) provision for income taxes


(1,585
)


27,745



29,138



6,481



5,267Loss on early extinguishment of debt


149



318



1,525



1,605



2,972Restructuring charges


1,433















Miscellaneous (income) expense


(22
)


(15
)


52



43



Adjusted EBITDA

$
27,296


$
115,910


$
105,385


$
40,389


$
30,105Supplemental Information:Noncash loss (gain) on forward exchange contracts

$
9,967


$
(4,203
)

$
(3,793
)

$
(1,290
)

$
3,230Nonrecurring (benefit) provision for prior period debt service

$
(584
)

$
750


$



$



$
   (4)
    
    Source: Americas Commercial Transportation Research Co. LLC and
    ACT Publications. 33




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion and analysis in
    conjunction with the information set forth under
    Item 6  Selected Financial Data and
    our consolidated financial statements and the notes thereto
    included in Item 8 in this Annual Report on
    Form 10-K.
    The statements in this discussion regarding industry outlook,
    our expectations regarding our future performance, liquidity and
    capital resources and other non-historical statements in this
    discussion are forward-looking statements. See
    Forward-Looking Information on page ii of this
    Annual Report on
    Form 10-K.
    These forward-looking statements are subject to numerous risks
    and uncertainties, including, but not limited to, the risks and
    uncertainties described under Item 1A  Risk
    Factors. Our actual results may differ materially from
    those contained in or implied by any forward-looking
    statements.
  Company
    Overview
         34




---



##### Table of Contents




    sourcing efforts in Europe and Asia;
    consolidating our supply base to improve purchasing leverage;
    eliminating excess production capacity through the closure and
    consolidation of manufacturing or assembly facilities; and
    implementing Lean Manufacturing and Total Quality Production
    System (TQPS) initiatives to improve operating
    efficiency and product quality.     35




---



##### Table of Contents



Recent
    Acquisitions
      cut-and-sew
  Form 10-K
  Critical
    Accounting Policies and Estimates
  Form 10-K.
    Risk
    Factors
    Revenue Recognition and Sales Commitments Revenue
    Recognition in Financial Statements Revenue Recognition
   36




---



##### Table of Contents



Goodwill and Intangible Assets Goodwill and Intangible
    Assets Accounting
    for the Impairment or Disposal of Long-Lived Assets Form 10-K
     37




---



##### Table of Contents



Intangible
    Assets  Indefinite-Lived
  Basis for
    Accounting Treatment
    Sourcing,
    Barriers to Entry and Competitor Risks
  and/or
  
    Costs associated with setting up a new production line,
    including tooling costs, are typically cost prohibitive in a
    competitive pricing environment;
    The risk associated with potential production delays and a
    disruption to the supply chain typically outweighs any potential
    economic benefit;
    Significant initial outlays of capital and institutional
    production knowledge represent a significant barrier to entry.
    Due to the asset-intensive nature of the businesses, a new
    competitor would require a substantial amount of initial capital;
    Changeover costs are high both from an economic and risk
    standpoint;
    The highly complex nature of successfully producing electronic
    wiring harnesses and complete cab structures in accordance with
    OEM quality standards makes it difficult for a competitor to
    enter the business; and
    There is significant risk in operating the businesses as a
    result of the highly customized nature of the business. For
    example, production runs in the commercial vehicle business are
    significantly smaller and are more build to order in
    nature which requires the systems, expertise, equipment and
    logistics in order to be successful.    Duration
    and Strength of Existing Customer Relationships/Concentrations
    of Revenue
     38




---



##### Table of Contents




    Mayflowers and Mononas customers typically make
    purchasing decisions through a team approach versus a single
    decision maker. Mayflower and Monona have historically
    maintained strong relationships with individuals at all levels
    of the decision making process including the engineering,
    operations and purchasing functions in order to successfully
    minimize the impact of any employee turnover at the customer
    level.    
    Mayflower has had relationships with Volvo/Mack, Freightliner
    and International since 1965, 1997 and 2001, respectively. We
    and/or our
    predecessor entities, had pre-existing relationships with these
    same customers since 1949, 1954 and 1950, respectively. These
    customers comprised approximately 89%, 88% and 85% of
    Mayflowers revenues for fiscal years 2007, 2006 and 2005,
    respectively.
    Monona has had relationships with Deere & Co.,
    Caterpillar and Oshkosh since 1969, 1970 and 1985, respectively.
    We and/or
    our predecessor entities, had pre-existing relationships with
    these same customers since 1987, 1958 and 1950, respectively.
    These customers comprised approximately 84%, 85% and 88% of
    Mononas revenues for fiscal years 2007, 2006 and 2005,
    respectively.  Valuation
    Methodology
      
    The revenue projections that we relied upon to substantiate the
    economic consideration paid for the businesses is almost
    exclusively tied to the existing customer base. With regard to
    the valuation process, we projected less than 1% of total
    revenue in 2005 and 2006 to be lost due to core customer
    attrition and no core customer attrition thereafter.
    Contributory asset charges were deducted for assets that
    contribute to income generation including: (i) net working
    capital; (ii) personal property; (iii) real property;
    (iv) tradename and trademarks; and (v) an assembled
    workforce.
    The cash flows associated with the customer relationships
    acquired in the Mayflower and Monona transactions were
    discounted at a rate of return of 25.0% and 29.5%, respectively,
    which is approximately equal to the equity rate of return.  Intangible
    Asset Impairment  Accounting Treatment
  and/or
  Accounting for Income Taxes
 39




---



##### Table of Contents



Accounting for Uncertainty in
    Income Taxes  an Interpretation of FASB Statement
    No. 109,
  Warranties
  Pension and Other Post-Retirement Benefit
    Plans
  Our
    Assumptions
      
    discount rate;
    expected return on plan assets; and
    health care cost trend rates.  Discount Rate
  Expected Long-Term Rate of Return non-U.S. pension
 40




---



##### Table of Contents



1 Percentage


1 PercentagePoint Increase


Point Decrease(Decrease) increase due to change in assumptions used to
    determine net periodic benefit costs for the year ended
    December 31, 2007:Discount rate

$
(289
)

$
510Expected long-term rate of return on plan assets

$
(572
)

$
572(Decrease) increase due to change in assumptions used to
    determine benefit obligations for the year ended
    December 31, 2007:Discount rate

$
(11,849
)

$
15,291   Health Care Cost Trend Rates
    1 Percentage


1 Percentage PointPoint Increase


DecreaseIncrease (Decrease) from change in health care cost trend rates
    Other post-retirement benefit expense

$
31


$
(38
)Other post-retirement benefit liability

$
105


$
(98
)   Recently
    Issued Accounting Pronouncements
  Form 10-K and/or
 41




---



##### Table of Contents



Results
    of Operations
    2007


2006


2005Revenues


100.0
%


100.0
%


100.0
%Cost of revenues


89.0



83.7



82.2Gross profit


11.0



16.3



17.8Selling, general and administrative expenses


8.0



5.7



5.9Amortization expense


0.1







Restructuring charges


0.2







Operating income


2.7



10.6



11.9Other expense (income)


1.3



(0.4
)


(0.5
)Interest expense


2.0



1.6



1.7Loss on early extinguishment of debt










0.2(Loss) income before income taxes


(0.6
)


9.4



10.5(Benefit) provision for income taxes


(0.2
)


3.0



3.9Net (loss) income


(0.4
)%


6.4
%


6.6
%   Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Revenues.
  
    a 43.9% decrease in North American Heavy-duty
    (Class 8) truck production, fluctuations in production
    levels for other North American end markets and net new business
    awards resulted in approximately $270.4 million of
    decreased revenues;    
    increased acquisition related revenue of approximately
    $29.0 million from the full year impact of the acquisition
    of C.I.E.B. and the partial year impact of PEKM and Gage;
    an increase in production levels, fluctuations in content and
    net new business awards for our European, Australian and Asian
    markets of approximately $8.4 million;
    favorable foreign exchange fluctuations and adjustments of
    approximately $11.0 million.  Gross Profit.
  Selling, General and Administrative
    Expenses.
  Amortization Expense.
 42




---



##### Table of Contents



Restructuring Charges.
  Other Expense (Income).
  Interest Expense.
  Loss on Early Extinguishment of Debt.
  (Benefit) Provision for Income Taxes.
  Net (Loss) Income.
  Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
  Revenues.
  
    increased acquisition related revenue of approximately
    $77.0 million from the full year impact of the acquisitions
    of Mayflower, Monona, Cabarrus and the partial year impact of
    C.I.E.B.;
    a 10.9% increase in North American Heavy-duty
    (Class 8) truck production, fluctuations in production
    levels for other North American end markets and net new business
    awards resulted in approximately $88.0 million of increased
    revenues;
    an increase in production levels, fluctuations in content and
    net new business awards for our European, Australian and Asian
    markets of approximately $2.5 million;
    unfavorable foreign exchange fluctuations and adjustments of
    approximately $3 million.  Gross Profit.
 43




---



##### Table of Contents



Selling, General and Administrative
    Expenses.
  Amortization Expense.
  Other (Income).
  Interest Expense.
  Loss on Early Extinguishment of Debt.
  Provision for Income Taxes.
  Net Income.
  Liquidity
    and Capital Resources
  Cash
    Flows
       44




---



##### Table of Contents



Debt
    and Credit Facilities
    
    $9.5 million under our revolving credit facility and
    $0.2 million of capital lease obligations. The weighted
    average rate on these borrowings, for the year ended
    December 31, 2007, was approximately 8.5% with respect to
    the revolving borrowings and;
    $150 million of 8.0% senior notes due 2013.        No. 98-14, Debtors Accounting for the Changes in Line-of-Credit or
    Revolving-Debt Arrangements
    EITF 98-14 No. 96-19, Debtors Accounting for a Modification or Exchange of
    Debt Instruments
 45




---



##### Table of Contents



Quarter(s) Ending

EBITDA to Cash Interest Expense Ratio12/31/2007


2.50 to 1.0003/31/2008


2.00 to 1.0006/30/2008 and 09/30/2008


2.25 to 1.0012/31/2008 and each fiscal quarter thereafter


2.50 to 1.00   Quarter(s) Ending

Fixed Charge Coverage Ratio12/31/2007


1.10 to 1.0003/31/2008


.80 to 1.0006/30/2008


.85 to 1.0009/30/2008, 12/31/2008 and 03/31/2009


.90 to 1.006/30/2009


1.00 to 1.009/30/2009


1.15 to 1.0012/31/2009 and each fiscal quarter thereafter


1.25 to 1.00   Quarter(s) Ending

Maximum Ratio of Total Indebtedness12/31/2007


4.75 to 1.0003/31/2008


6.10 to 1.0006/30/2008


5.65 to 1.0009/30/2008


5.15 to 1.0012/31/2008


4.75 to 1.0003/31/2009


4.50 to 1.0006/30/2009


4.00 to 1.0009/30/2009


3.50 to 1.0012/31/2009 and each fiscal quarter thereafter


3.00 to 1.00     pari passu
   46




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 Years(In thousands)Long-term debt obligations

$
159,725


$
116


$
9,608


$
1


$
150,000Estimated interest payments


43,228



12,819



12,409



12,000



6,000Operating lease obligations


60,210



10,227



15,332



11,462



23,189Pension and other post-retirement funding


37,613



2,686



5,966



6,958



22,003FIN 48 obligations


1,026



1,026











Total

$
301,802


$
26,874


$
43,315


$
30,421


$
201,192           Off-Balance
    Sheet Arrangements
     47




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Risk
      Foreign
    Currency Risk
    Form 10-K.
    Foreign
    Currency Transactions
   48




---



##### Table of Contents



Effects
    of Inflation
   49




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Documents
    Filed as Part of this Annual Report on
    Form 10-K
   
 PageReport of Independent Registered Public
    Accounting Firm


51Consolidated Balance Sheets as of
    December 31, 2007 and 2006


52Consolidated Statements of Operations for the
    years ended December 31, 2007, 2006 and 2005


53Consolidated Statements of Stockholders
    Investment for the years ended December 31, 2007, 2006 and
    2005


54Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


55Notes to Consolidated Financial Statements


56Item 15  Exhibits and Financial
    Statement Schedules


101   50




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               Internal Control  Integrated Framework
      51




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS
    December 31, 2007 and 2006  2007


2006(In thousands, except share and per share amounts)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
9,867


$
19,821Accounts receivable, net of reserve for doubtful accounts of
    $3,758 and $5,536, respectively


107,687



123,471Inventories, net


96,385



88,723Prepaid expenses


16,508



24,272Deferred income taxes


12,989



8,819Total current assets


243,436



265,106PROPERTY, PLANT AND EQUIPMENTLand and buildings


32,793



30,203Machinery and equipment


146,448



120,416Construction in progress


16,636



17,414Less accumulated depreciation


(97,619
)


(77,645
)Property, plant and equipment, net


98,258



90,388GOODWILL


151,189



134,766INTANGIBLE ASSETS, net of accumulated amortization of $1,687 and
    $840, respectively


97,575



84,188OTHER ASSETS, net


8,631



16,374TOTAL ASSETS

$
599,089


$
590,822LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt

$
116


$
2,158Accounts payable


93,033



86,610Accrued liabilities


33,115



40,970Total current liabilities


126,264



129,738LONG-TERM DEBT, net of current maturities


159,609



159,956DEFERRED TAX LIABILITIES


27,076



10,611PENSION AND OTHER POST-RETIREMENT BENEFITS


18,335



22,188OTHER LONG-TERM LIABILITIES


2,470



3,424Total liabilities


333,754



325,917COMMITMENTS AND CONTINGENCIES (Note 11)STOCKHOLDERS INVESTMENT:Preferred stock $.01 par value; 5,000,000 shares
    authorized; no shares issued and outstanding; common stock
    $.01 par value; 30,000,000 shares authorized;
    21,536,814 and 21,368,831 shares issued and outstanding,
    respectively


215



214Treasury stock purchased from employees; 28,153 shares and
    5,836 shares, respectively


(414
)


(115
)Additional paid-in capital


177,421



174,044Retained earnings


88,818



92,007Accumulated other comprehensive loss


(705
)


(1,245
)Total stockholders investment


265,335



264,905TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT

$
599,089


$
590,822    52




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS
    Years Ended December 31, 2007, 2006 and 2005  2007


2006


2005(In thousands, except per share amounts)REVENUES

$
696,786


$
918,751


$
754,481COST OF REVENUES


620,145



768,913



620,031Gross Profit


76,641



149,838



134,450SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


55,493



51,950



44,564AMORTIZATION EXPENSE


894



414



358RESTRUCTURING COSTS


1,433







Operating Income


18,821



97,474



89,528OTHER EXPENSE (INCOME)


9,361



(3,468
)


(3,741
)INTEREST EXPENSE


14,147



14,829



13,195LOSS ON EARLY EXTINGUISHMENT OF DEBT


149



318



1,525(Loss) Income Before Provision for Income Taxes


(4,836
)


85,795



78,549(BENEFIT) PROVISION FOR INCOME TAXES


(1,585
)


27,745



29,138NET (LOSS) INCOME

$
(3,251
)

$
58,050


$
49,411(LOSS) EARNINGS PER COMMON SHARE:Basic

$
(0.15
)

$
2.74


$
2.54Diluted

$
(0.15
)

$
2.69


$
2.51WEIGHTED AVERAGE SHARES OUTSTANDING:Basic


21,439



21,151



19,440Diluted


21,439



21,545



19,697    53




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS INVESTMENT
    Years Ended December 31, 2007, 2006 and 2005  Accum.Retained





OtherStock


Additional


Earnings





Comp.Common Stock


Treasury


Subscription


Paid-In


(Accum.


Deferred


Income /Shares


Amount


Stock


Receivable


Capital


Deficit)


Comp.


(Loss)


Total(In thousands, except share data)BALANCE  December 31, 2004


17,987,497


$
180


$



$
(175
)

$
123,660


$
(15,454
)

$



$
2,835


$
111,046Issuance of common stock


2,671,229



26











43,710















43,736Exercise of common stock under stock option and equity incentive
    plans


319,928



3











1,882















1,885Issuance of restricted stock


167,300



2











3,262







(3,262
)






2Stock subscriptions received














175



















175Comprehensive income:Net income






















49,411











49,411Foreign currency translation adjustment






























(3,645
)


(3,645
)Minimum pension liability adjustment, net of tax






























(533
)


(533
)Total comprehensive income


































45,233BALANCE  December 31, 2005


21,145,954


$
211


$



$



$
172,514


$
33,957


$
(3,262
)

$
(1,343
)

$
202,077Exercise of common stock under stock option and equity incentive
    plans


341,685



4











2,141















2,145Issuance of restricted stock


54,328



1



























1Effect of accounting change  SFAS 123(R)


(167,300
)


(2
)










(3,262
)






3,262







(2
)Treasury stock purchased from employees at cost


(5,836
)






(115
)






















(115
)Share-based compensation expense


















2,006















2,006Excess tax benefit  equity transactions


















645















645Comprehensive income:Net income






















58,050











58,050Foreign currency translation adjustment






























3,874



3,874Minimum pension liability adjustment, net of tax






























(304
)


(304
)Total comprehensive income


































61,620Adjustment to initially apply FASB Statement No. 158, net
    of tax






























(3,472
)


(3,472
)BALANCE  December 31, 2006


21,368,831


$
214


$
(115
)

$



$
174,044


$
92,007


$



$
(1,245
)

$
264,905Exercise of common stock under stock option and equity incentive
    plans


68,778















463















463Issuance of restricted stock


121,522



1



























1Treasury stock purchased from employees at cost


(22,317
)






(299
)






















(299
)Share-based compensation expense


















3,084















3,084Excess tax benefit  equity transactions


















(170
)














(170
)Comprehensive income:Net income






















(3,251
)










(3,251
)Foreign currency translation adjustment






























(589
)


(589
)Minimum pension liability adjustment, net of tax






























1,296



1,296Derivative instruments






























(167
)


(167
)Total comprehensive income


































(2,711
)Adjustment to initially apply FIN 48, net of tax






















62











62BALANCE  December 31, 2007


21,536,814


$
215


$
(414
)

$



$
177,421


$
88,818


$



$
(705
)

$
265,335    54




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS
    Years Ended December 31, 2007, 2006 and 2005  2007


2006


2005(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income

$
(3,251
)

$
58,050


$
49,411Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Depreciation and amortization


16,425



14,983



12,064Noncash amortization of debt financing costs


859



895



848Loss on early extinguishment of debt


149



318



1,525Shared-based compensation expense


3,084



2,006



Gain on sale of assets


(10
)


(665
)


(7
)Pension and other post-retirement curtailment gain






(3,865
)


(3,097
)Deferred income tax provision


9,691



9,417



7,248Noncash loss (gain) on forward exchange contracts


9,967



(4,203
)


(3,793
)Change in other operating items:Accounts receivable


28,347



(4,369
)


(22,013
)Inventories


3,809



(16,603
)


(11,571
)Prepaid expenses


3,071



(21,819
)


9,958Accounts payable and accrued liabilities


(24,830
)


2,213



10,145Other assets and liabilities


264



564



(6,562
)Net cash provided by operating activities


47,575



36,922



44,156CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment


(16,981
)


(19,327
)


(15,957
)Proceeds from disposal/sale of property plant and equipment


549



352



Proceeds from disposal/sale of other assets






2,032



Post-acquisition and acquistion payments, net of cash received


(36,049
)


(9,452
)


(170,851
)Other assets and liabilities


(811
)


(1,230
)


(1,761
)Net cash (used in) investing activities


(53,292
)


(27,625
)


(188,569
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock










43,914Proceeds from issuance of common stock under equity incentive
    plans


464



2,140



1,887Purchases of treasury stock from employees


(299
)


(115
)


Excess tax benefit from equity incentive plans


(170
)


645



Repayment of revolving credit facility


(129,490
)


(74,711
)


(207,449
)Borrowings under revolving credit facility


137,521



72,398



206,778Repayments of long-term borrowings


(10,295
)


(28,210
)


(238,336
)Long-term borrowings










227,459Proceeds from issuance of 8% senior notes










150,000Payments on capital lease obligations


(125
)


(99
)


(46
)Debt issuance costs and other, net










4,340Net cash (used in) provided by financing activities


(2,394
)


(27,952
)


188,547EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH
    EQUIVALENTS


(1,843
)


(2,165
)


(4,889
)NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS


(9,954
)


(20,820
)


39,245CASH AND CASH EQUIVALENTS:Beginning of period


19,821



40,641



1,396End of period

$
9,867


$
19,821


$
40,641SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest

$
13,185


$
13,869


$
6,340Cash (received) paid for income taxes, net

$
(10,807
)

$
29,197


$
24,603Unpaid purchases of property and equipment included in accounts
    payable

$
293


$
3,062


$
4,712    55




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
 Years Ended December 31, 2007, 2006 and 2005
  1.
    Organization    2.
    Significant
    Accounting Policies  Principles of Consolidation
  Use of Estimates
  Cash and Cash Equivalents
  Accounts Receivable
  Inventories
  first-in,
 56




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property, Plant and Equipment
  Buildings and improvements


15 to 40 yearsMachinery and equipment


3 to 20 yearsTools and dies


5 yearsComputer hardware and software


3 years     Accounting for the Impairment or Disposal of Long-Lived
    Assets
  Intangible
    Assets  Indefinite-Lived
  Basis for
    Accounting Treatment
    Sourcing,
    Barriers to Entry and Competitor Risks
  and/or
  
    Costs associated with setting up a new production line,
    including tooling costs, are typically cost prohibitive in a
    competitive pricing environment;
    The risk associated with potential production delays and a
    disruption to the supply chain typically outweighs any potential
    economic benefit;
    Significant initial outlays of capital and institutional
    production knowledge represent a significant barrier to entry.
    Due to the asset-intensive nature of the businesses, a new
    competitor would require a substantial amount of initial capital;
    Changeover costs are high both from an economic and risk
    standpoint;
    The highly complex nature of successfully producing electronic
    wiring harnesses and complete cab structures in accordance with
    OEM quality standards makes it difficult for a competitor to
    enter the business; and 57




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    There is significant risk in operating the businesses as a
    result of the highly customized nature of the business. For
    example, production runs in the commercial vehicle business are
    significantly smaller and are more build to order in
    nature which requires the systems, expertise, equipment and
    logistics in order to be successful.    Duration
    and Strength of Existing Customer Relationships/Concentrations
    of Revenue
      
    Mayflowers and Mononas customers typically make
    purchasing decisions through a team approach versus a single
    decision maker. Mayflower and Monona have historically
    maintained strong relationships with individuals at all levels
    of the decision making process including the engineering,
    operations and purchasing functions in order to successfully
    minimize the impact of any employee turnover at the customer
    level.    
    Mayflower has had relationships with Volvo/Mack, Freightliner
    and International since 1965, 1997 and 2001, respectively. We
    and/or our
    predecessor entities, had pre-existing relationships with these
    same customers since 1949, 1954 and 1950, respectively. These
    customers comprised approximately 89%, 88% and 85% of
    Mayflowers revenues for fiscal years 2007, 2006 and 2005,
    respectively.
    Monona has had relationships with Deere & Co.,
    Caterpillar and Oshkosh since 1969, 1970 and 1985, respectively.
    We and/or
    our predecessor entities, had pre-existing relationships with
    these same customers since 1987, 1958 and 1950, respectively.
    These customers comprised approximately 84%, 85% and 88% of
    Mononas revenues for fiscal years 2007, 2006 and 2005,
    respectively.  Valuation
    Methodology
      
    The revenue projections that we relied upon to substantiate the
    economic consideration paid for the businesses is almost
    exclusively tied to the existing customer base. With regard to
    the valuation process, we projected less than 1% of total
    revenue in 2005 and 2006 to be lost due to core customer
    attrition and no core customer attrition thereafter. 58




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Contributory asset charges were deducted for assets that
    contribute to income generation including: (i) net working
    capital; (ii) personal property; (iii) real property;
    (iv) tradename and trademarks; and (v) an assembled
    workforce.
    The cash flows associated with the customer relationships
    acquired in the Mayflower and Monona transactions were
    discounted at a rate of return of 25.0% and 29.5%, respectively,
    which is approximately equal to the equity rate of return.  Intangible
    Asset Impairment  Accounting Treatment
  and/or Goodwill and Other Intangible
    Assets
  Other Assets
  Revenue Recognition Revenue Recognition in Financial
    Statements Revenue
    Recognition
    Warranty
 59




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Balance  Beginning of the year

$
5,197


$
7,117Increase due to acquisitions


269



12Additional provisions recorded


2,155



3,391Deduction for payments made


(3,691
)


(5,366
)Currency translation adjustment


28



43Balance  End of year

$
3,958


$
5,197   Income Taxes Accounting for Income Taxes Accounting for Uncertainty
    in Income Taxes  an interpretation of SFAS 109.
  Comprehensive (Loss) Reporting Comprehensive
    Income
  2007


2006Foreign currency translation adjustment

$
4,868


$
5,457Pension liability


(5,406
)


(6,702
)Unrealized loss on derivative instruments


(167
)


$
(705
)

$
(1,245
)   Fair Value of Financial Instruments
 60




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Concentrations of Credit Risk
  2007


2006


2005PACCAR


14
%


17
%


17
%International


11



22



19Caterpillar


11



8



7Freightliner


11



13



16Volvo/Mack


11



13



14     Foreign Currency Translation
  Foreign Currency Forward Exchange Contracts
  Local





U.S. $Currency


U.S. $


EquivalentAmount


Equivalent


Fair ValueCommitments to sell currencies:U.S. Dollar


(598
)

$
(598
)

$
(598
)Eurodollar


49,336



69,329



72,797Swedish krona


13,900



2,093



2,190Japanese yen


3,150,200



32,114



29,948Australian Dollar


5,350



4,502



4,616     Recently Issued Accounting Pronouncements
 61




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(R)
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities Accounting for Certain Investments in
    Debt and Equity Securities,
  Business Combinations Noncontrolling Interests in Consolidated Finance
    Statements
  3.
    Business
    Combinations   62




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    cut-and-sew
    PEKM


Gage


SBI


TotalRevenue

$
39,147


$
13,082


$
4,940


$
57,169Operating Income (Loss)

$
640


$
(409
)

$
1,021


$
1,252     PEKM


Gage


SBI


TotalContract purchase price

$
25,760


$
5,500


$
3,626


$
34,886Working capital and other adjustments


(4,522
)






2,297



(2,225
)Preliminary purchase price (cash consideration)


21,238



5,500



5,923



32,661Transaction costs and other adjustments


(896
)


(20
)


(1,005
)


(1,921
)Net assets at historical cost


(2,293
)


(4,168
)


2,666



(3,795
)Excess of purchase price over net assets acquired

$
18,049


$
1,312


$
7,584


$
26,945  63




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Business Combinations
  PEKM


Gage


SBI


TotalCash

$
2,519


$



$
32


$
2,551Accounts receivable


7,781







279



8,060Inventories


7,180



2,070



537



9,787Other current assets


596



144



77



817Property, plant and equipment, net


3,480



2,098



799



6,377Goodwill and other intangibles


18,049



1,312



7,584



26,945Current liabilities


(13,482
)


(124
)


(3,353
)


(16,959
)Other long-term liabilities


(2,366
)










(2,366
)Net assets acquired


23,757



5,500



5,955



35,212Less: Cash received


(2,519
)






(32
)


(2,551
)Contract purchase price

$
21,238


$
5,500


$
5,923


$
32,661     2007


2006(Unaudited)


(Unaudited)(In thousands, except per share data)Revenue

$
753,955


$
1,006,114Operating income

$
20,967


$
102,502Net income

$
(4,042
)

$
57,945Earnings Per Share:Basic

$
(0.19
)

$
2.74Diluted

$
(0.19
)

$
2.69   4.
    Inventories,
    net    2007


2006Raw materials

$
62,129


$
61,617Work in process


19,811



14,436Finished goods


19,862



17,314Less: excess and obsolete


(5,417
)


(4,644
)$
96,385


$
88,723  64




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Accrued
    Liabilities    2007


2006Compensation and benefits

$
11,389


$
16,021Interest


6,039



6,104Warranty costs


3,958



5,197Legal/professional fees


3,099



2,495Income and other taxes


728



883Facility closure and consolidation costs


646



Other


7,256



10,270$
33,115


$
40,970   6.
    Restructuring
    and Integration  Restructuring Accounting for Costs
    Associated with Exit or Disposal Activities
    Facility Exitand OtherEmployee


ContractualCosts


Costs


TotalBalance  December 31, 2006

$



$



$
Provisions


810







810Utilizations


(164
)






(164
)Balance  December 31, 2007

$
646


$



$
646   Integration
 65




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Facility ExitEmployee


and OtherCosts


Contractual Costs


TotalBalance  December 31, 2005

$



$
317


$
317Utilizations






(70
)


(70
)Balance  December 31, 2006






247



247Utilizations






(141
)


(141
)Balance  December 31, 2007

$



$
106


$
106     Facility ExitEmployee


and OtherCosts


Contractual Costs


TotalBalance  December 31, 2005

$
946


$
1,067


$
2,013Utilizations


(886
)


(1,067
)


(1,953
)Balance  December 31, 2006

$
60


$



$
60Utilizations


(60
)






(60
)Balance  December 31, 2007

$



$



$
   7.
    Debt    2007


2006Revolving credit facilities bore interest at a weighted average
    of 8.5% as of December 31, 2007 and 7.1% as of
    December 31, 2006 due 2010

$
9,500


$
1,469Term loans, with principal and interest payable quarterly, bore
    interest at a weighted average rate of 6.8% as of
    December 31, 2006






10,2958.0% senior notes due 2013


150,000



150,000Other


225



350159,725



162,114Less current maturities


116



2,158$
159,609


$
159,956  66




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ending December 31,2008

$
1162009


1062010


9,5022011


12012


Thereafter


150,000   Credit Agreement No. 98-14, Debtors Accounting for the Changes in Line-of-Credit or
    Revolving-Debt Arrangements (EITF 98-14), No. 96-19, Debtors Accounting for a Modification or Exchange of
    Debt Instruments (EITF 96-19). EITF 98-14. EITF 96-19,
        EITF 98-14,
   67




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Terms, Covenants and Compliance Status 
  8.
    Goodwill
    and Intangible Assets  Form 10-K
 68




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Principal
    Factors Contributing to the Recognition of Goodwill
  Mayflower:
    
    Mayflower is the only non-captive producer of complete steel and
    aluminum truck cabs for the commercial vehicle sector in North
    America;
    We believe the acquisition allows us to be the only supplier
    worldwide to offer complete cab systems in sequence, integrating
    interior trim and seats with the cab structure;
    We believe the acquisition gives us a leading position in North
    American cab structures and complete cab assemblies, as well as
    full service cab and sleeper engineering and development
    capabilities; and
    Mayflower broadens our revenue base at International, Volvo/Mack
    and Freightliner and enhances our cross-selling opportunities.  Monona:
    
    Monona operates in the U.S. and Mexico which enhances our
    international footprint, solidifies our domestic footprint and
    allows for cost savings opportunities;
    We believe Monona enhances our ability to offer comprehensive
    cab systems to our customers and expands our electronic assembly
    capabilities; and
    Monona broadens our revenue base at Caterpillar, Oshkosh and
    Deere & Co. and enhances our cross-selling
    opportunities. 69




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Cabarrus:
    
    Cabarrus offers injection molding capabilities and expertise
    which enhances our molding and plastics product
    portfolio; and
    We believe Cabarrus offers cross-selling opportunities as well
    as the capability to in-source products for cost savings
    opportunities.  C.I.E.B.:
    
    C.I.E.B. provides us with a wide variety of bus and truck seats,
    complements our existing product offering and provides us with a
    well positioned platform to utilize as a building block for our
    global expansion and sourcing efforts.  PEKM:
    
    PEKM operates in the Czech Republic and Ukraine which enhances
    our international manufacturing presence in developing regions
    of the world and allows for cost savings opportunities;
    We believe PEKM enhances our ability to offer comprehensive
    products and services to new and existing customers and markets
    and expands our electronic wire harness assembly
    capabilities; and
    PEKM offers cross-selling opportunities and provides us with new
    customers, MAN, Daimler and Skoda.  Gage:
    
    Gage offers heavy-gauge thermoforming capabilities and expertise
    which enhances our interior trim capabilities; and
    We believe Gage offers cross-selling opportunities as well as
    the capability to in-source products for cost savings
    opportunities and broadens our revenue base at existing
    customers.  SBI:
    
    SBI offers
    cut-and-sew
    capabilities and expertise which enhances our ability to
    centralize our existing
    cut-and-sew
    operations for cost savings opportunities 70




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Balance  December 31, 2006

$
134,766Increase due to acquisition


16,687Post-acquisition adjustments


(588
)Currency translation adjustment


324Balance  December 31, 2007

$
151,189       December 31, 2007Weighted-AverageAmortization


Gross Carrying


Accumulated


Net CarryingPeriod


Amount


Amortization


AmountDefinite-lived intangible assets:Tradenames/Trademarks


30 years


$
9,790


$
(915
)

$
8,875Licenses


7 years



438



(313
)


125Customer relationships


15 years



14,234



(459
)


13,775$
24,462


$
(1,687
)

$
22,775Indefinite-lived intangible assets:Goodwill





$
151,189


$



$
151,189Customer relationships






74,800







74,800$
225,989


$



$
225,989Total consolidated goodwill and intangible assets













$
248,764   December 31, 2006Weighted-AverageAmortization


Gross Carrying


Accumulated


Net CarryingPeriod


Amount


Amortization


AmountDefinite-lived intangible assets:Tradenames/Trademarks


30 years


$
9,790


$
(589
)

$
9,201Licenses


7 years



438



(251
)


187$
10,228


$
(840
)

$
9,388Indefinite-lived intangible assets:Goodwill





$
134,766


$



$
134,766Customer relationships






74,800







74,800$
209,566


$



$
209,566Total consolidated goodwill and intangible assets













$
218,954  71




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008

$
1,3382009

$
1,3382010

$
1,2752011

$
1,2752012

$
1,275   9.
    Accounting
    for Income Taxes    2007


2006


2005Domestic

$
(15,296
)

$
76,336


$
70,673Foreign


10,460



9,459



7,876Total

$
(4,836
)

$
85,795


$
78,549     2007


2006


2005Federal provision at statutory rate

$
(1,693
)

$
30,028


$
27,492U.S. tax on foreign income


1,917



272



702Foreign provision in excess (less) than U.S. tax rate


(941
)


(231
)


(242
)State taxes, net of federal benefit


961



1,864



1,625Extraterritorial income exclusion






(2,169
)


(55
)Tax reserves


(1,673
)


(166
)


80Valuation allowance


1,249



41



Tax credits


(2,466
)


(1,275
)


(878
)Other


1,061



(619
)


414(Benefit) provision for income taxes

$
(1,585
)

$
27,745


$
29,138     2007


2006


2005Current

$
(10,635
)

$
18,328


$
21,890Deferred


9,050



9,417



7,248(Benefit) provision for income taxes

$
(1,585
)

$
27,745


$
29,138  72




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Current deferred tax assets:Accounts receivable

$
820


$
1,560Inventories


2,937



2,950Warranty costs


1,859



2,550Foreign exchange contracts


524



(2,947
)Stock options


1,487



1,478Accrued benefits


4,942



1,830Other accruals not currently deductible for tax purposes


420



1,398Net current deferred assets

$
12,989


$
8,819Noncurrent deferred tax liabilities:Amortization and fixed assets

$
(33,062
)

$
(24,212
)Pension obligation


2,076



7,629Net operating loss carryforwards


1,903



1,548Foreign tax credit carryforwards


6,216



3,818Valuation allowance


(1,290
)


(41
)Other accruals not currently deductible for tax purposes


(2,919
)


647Net noncurrent deferred tax (liabilities)

$
(27,076
)

$
(10,611
)        73




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Balance  January 1, 2007

$
3,944Gross increase  tax positions in prior periods


309Gross decreases  tax positions in prior periods


Gross increases  current period tax positions


313Settlements


Lapse of statute of limitations


(1,871
)Balance  December 31, 2007

$
2,695   10.
    Segment
    Reporting  Disclosures about Segments of an Enterprise and Related
    Information
    Years Ended December 31,2007


2006


2005Long-Lived





Long-Lived





Long-LivedRevenues


Assets


Revenues


Assets


Revenues


AssetsNorth America

$
538,116


$
85,817


$
800,069


$
81,930


$
636,448


$
74,633United Kingdom


132,972



5,913



106,545



5,861



105,832



4,793All other countries


25,698



6,528



12,137



2,597



12,201



989$
696,786


$
98,258


$
918,751


$
90,388


$
754,481


$
80,415    74




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2007


2006


2005Revenues


%


Revenues


%


Revenues


%Seats and seating systems

$
248,098



35


$
266,401



29


$
241,941



32Cab structures, sleeper boxes, body panels and structural
    components


150,371



22



317,682



35



252,090



33Electronic wire harnesses and panel assemblies


130,863



19



103,417



11



54,966



7Trim systems and components


109,869



16



158,707



17



133,591



18Mirrors, wipers and controls


57,585



8



72,544



8



71,893



10$
696,786



100


$
918,751



100


$
754,481



100     11.
    Commitments
    and Contingencies  Leases
  Year Ending December 31,2008

$
10,2272009


8,2932010


7,0392011


6,0122012


5,450Thereafter


23,189   Litigation
  12.
    Stockholders
    Investment  Common Stock
 75




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Preferred Stock
  Earnings Per Share Earnings per Share Share-Based Payment
  2007


2006


2005Net (loss) income applicable to common stockholders
     basic and diluted

$
(3,251
)

$
58,050


$
49,411Weighted average number of common shares outstanding


21,439



21,151



19,440Dilutive effect of outstanding stock options and restricted
    stock grants after application of the treasury stock method






394



257Dilutive shares outstanding


21,439



21,545



19,697Basic (loss) earnings per share

$
(0.15
)

$
2.74


$
2.54Diluted (loss) earnings per share

$
(0.15
)

$
2.69


$
2.51     Dividends
  13.
    Share-Based
    Compensation  Accounting for Stock-Based
    Compensation Statement of Cash Flows
   76




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2005Net income, as reported

$
49,411(Less): Share-based compensation expense determined under the
    the fair-value-based method for all awards, net of related tax
    effects


(390
)Pro forma net income

$
49,021Basic earnings per share:As reported

$
2.54Pro forma

$
2.52Diluted earnings per share:As reported

$
2.51Pro forma

$
2.49   Stock Option Grants and Restricted Stock
    Awards
       77




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            2004StockOptionGrantsWeighted-average fair value of option and restricted stock grants

$
3.34Risk-free interest rate


4.50
%Expected volatility


23.12
%Expected life in months


36    78




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-Weighted-


AverageAverage


Remaining


AggregateOptions


Exercise


Contractual


IntrinsicStock Options

(000s)


Price


Life (Years)


Value (000s)Outstanding at December 31, 2006


848


$
11.94



7.5


$
8,588Granted














Exercised


(69
)


6.74







Forfeited


(29
)


10.90







Outstanding at December 31, 2007


750


$
12.45



6.5


$
2,013Exercisable at December 31, 2007


750


$
12.45



6.5


$
2,013Nonvested, expected to vest at December 31, 2007





$
15.84



6.5


$
     Nonvested Stock Options


Nonvested Restricted StockWeighted-





Weighted-Average





AverageOptions


Grant-Date


Shares


Grant-Date(000s)


Fair Value


(000s)


Fair ValueNonvested at December 31, 2006


175


$
3.34



309


$
20.21Granted










349



13.78Vested


(167
)






(121
)


20.11Forfeited


(8
)






(17
)


19.94Nonvested at December 31, 2007





$




520


$
16.94       Repurchase of Common Stock 
  14.
    Defined
    Contribution Plans, Pension and Other Post-Retirement Benefit
    Plans  Defined Contribution Plans
  Pension and Other Post-Retirement Benefit
    Plans
 79




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(R).
    OtherPost-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2007


2006


2007


2006


2007


2006Change in benefit obligation:Benefit obligation  Beginning of year

$
30,622


$
30,664


$
47,067


$
39,850


$
2,447


$
4,398Service cost


420



628







263



17



61Interest cost


1,739



1,684



2,301



2,253



139



164Plan participants contributions














174







Plan amendments


211



59











414



206Curtailment (gain)






(2,193
)






(776
)






(2,057
)Benefits paid


(1,008
)


(1,001
)


(3,365
)


(1,360
)


(336
)


(184
)Actuarial (gain) loss


(982
)


781



459



1,189



93



(141
)Exchange rate changes










614



5,474







Benefit obligation at end of year


31,002



30,622



47,076



47,067



2,774



2,447Change in plan assets:Fair value of plan assets  Beginning of year


20,588



19,722



37,013



29,844







Actual return on plan assets


4,476



1,061



570



3,278







Acquisitions/divestitures






















Employer contributions


2,200



806



947



1,033



422



240Plan participants contributions














174







Benefits paid


(1,008
)


(1,001
)


(3,365
)


(1,360
)


(336
)


(184
)Risk benefit insurance premium














(55
)






Exchange rate changes










484



4,099







Fair value of plan assets at end of year


26,256



20,588



35,649



37,013



86



56Funded status

$
(4,746
)

$
(10,034
)

$
(11,427
)

$
(10,054
)

$
(2,688
)

$
(2,391
)  80




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    OtherPost-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2007


2006


2007


2006


2007


2006Current liabilities

$



$



$



$



$
527


$
292Noncurrent liabilities


4,746



10,034



11,427



10,054



2,161



2,099Net amount recognized

$
4,746


$
10,034


$
11,427


$
10,054


$
2,688


$
2,391   Accumulated Other Comprehensive Income
  OtherPost-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2007


2006


2007


2006


2007


2006Actuarial loss (gain), net of tax

$
1,654


$
(823
)

$
(7,133
)

$
(6,008
)

$
73


$
129     U.S. Pension Plans


Non-U.S. Pension Plans2007


2006


2007


2006Projected benefit obligation

$
31,002


$
30,622


$
47,076


$
47,067Accumulated benefit obligation

$
31,002


$
30,622


$
47,076


$
47,067Fair value of plan assets

$
26,256


$
20,588


$
35,649


$
37,013     Other Post-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2007


2006


2005


2007


2006


2005


2007


2006


2005Service cost

$
420


$
628


$
952


$



$
263


$
991


$
17


$
61


$
233Interest cost


1,739



1,684



1,439



2,301



2,253



1,862



139



164



362Expected return on plan assets


(1,539
)


(1,649
)


(1,419
)


(2,178
)


(2,030
)


(1,931
)










Amortization of prior service costs


















6



17











Recognized actuarial loss














191



263



334











2Net periodic benefit cost


620



663



972



314



755



1,273



156



225



597Curtailment (gain) loss






(1,949
)










151











(2,057
)


(3,097
)Special Termination Benefits


211



59



61















414



207



(447
)Net benefit cost (gain)

$
831


$
(1,227
)

$
1,033


$
314


$
906


$
1,273


$
570


$
(1,625
)

$
(2,947
)  81




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other Changes in Plan Assets and Benefit Obligations
    Recognized in Other Comprehensive Income
  Other
    Post-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2007


2006


2007


2006


2007


2006Actuarial (gain) loss

$
(3,919
)

$



$
2,066


$



$
93


$
Amortization of actuarial (gain)










(191
)










Total recognized in other comprehensive income

$
(3,919
)

$



$
1,875


$



$
93


$
       Other Post-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2007


2006


2005


2007


2006


2005


2007


2006


2005Discount rate


6.00
%


5.75
%


5.50
%


5.90
%


5.00
%


5.00
%


6.00
%


5.75
%


5.50-5.75
%Rate of compensation increase


N/A



N/A



3.50
%


N/A



N/A



3.30
%


N/A



N/A



N/A     Other Post-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2007


2006


2005


2007


2006


2005


2007


2006


2005Discount rate


5.75
%


5.50
%


5.66
%


5.00
%


5.00
%


5.50
%


5.75
%


5.50-5.75
%


5.66-5.75
%Expected return on plan assets


7.50
%


8.50
%


8.50
%


6.00
%


6.00
%


7.50
%


N/A



N/A



N/ARate of compensation increase


N/A



N/A



3.50
%


N/A



3.30
%


3.20
%


N/A



N/A



N/A   non-U.S. stocks
 82




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Target Allocation


Pension PlansU.S.


Non-U.S.


2007


2006Equity securities


52
%


60
%


54
%


58
%Debt securities


33



30



24



24Real estate


15



10



18



14Other


0



0



4



4100
%


100
%


100
%


100
%       1 Percentage


1 PercentagePoint Increase


Point DecreaseIncrease (Decrease) from change in health care cost trend ratesOther post-retirement benefit expense

$
31


$
(38
)Other post-retirement benefit liability

$
105


$
(98
)     Other Post-RetirementYear

Pension Plans


Benefit Plans2008

$
2,159


$
5272009

$
2,429


$
4632010

$
2,641


$
4332011

$
2,938


$
4102012

$
3,313


$
2972013 to 2017

$
21,412


$
591        83




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Related
    Party Transactions      case-by-case
  16.
    Consolidating
    Guarantor and Non-Guarantor Financial Information     84




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED BALANCE SHEET
    As of December 31, 2007
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents

$



$
1,349


$
8,518


$



$
9,867Accounts receivable, net






242,842



34,824



(169,979
)


107,687Inventories, net






58,757



38,238



(610
)


96,385Prepaid expenses






3,175



7,914



5,419



16,508Deferred income taxes






15,223



624



(2,858
)


12,989Total current assets






321,346



90,118



(168,028
)


243,436PROPERTY, PLANT AND EQUIPMENT, net






85,817



12,441







98,258INVESTMENT IN SUBSIDIARIES


417,428



(100,082
)


45,502



(362,848
)


GOODWILL






113,787



37,402







151,189INTANGIBLE ASSETS, net






83,800



13,775







97,575OTHER ASSETS, net






8,631











8,631DEFERRED INCOME TAXES






4,172



3,323



(7,495
)


TOTAL ASSETS

$
417,428


$
517,471


$
202,561


$
(538,371
)

$
599,089LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt

$



$
116


$



$



$
116Accounts payable






220,923



42,089



(169,979
)


93,033Accrued liabilities






21,128



9,426



2,561



33,115Total current liabilities






242,167



51,515



(167,418
)


126,264LONG-TERM DEBT, net






159,581



25,744



(25,716
)


159,609DEFERRED TAX LIABILITIES






35,387



(816
)


(7,495
)


27,076OTHER LONG-TERM LIABILITIES






7,614



13,191







20,805Total liabilities






444,749



89,634



(200,629
)


333,754STOCKHOLDERS INVESTMENT


417,428



72,722



112,927



(337,742
)


265,335TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT

$
417,428


$
517,471


$
202,561


$
(538,371
)

$
599,089  85




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENT OF OPERATIONS
    For the Year Ended December 31, 2007
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
526,588


$
182,737


$
(12,539
)

$
696,786COST OF REVENUES






475,273



156,065



(11,193
)


620,145Gross Profit






51,315



26,672



(1,346
)


76,641SELLING, GENERAL AND ADMINISTRATIVE EXPENSES






40,885



15,567



(959
)


55,493AMORTIZATION EXPENSE






412



482







894RESTRUCTURING COSTS






1,433











1,433Operating Income






8,585



10,623



(387
)


18,821OTHER (INCOME) EXPENSE






(573
)


9,934







9,361INTEREST EXPENSE (INCOME)






14,212



(65
)






14,147LOSS ON EARLY EXTINGUISHMENT OF DEBT






24



125







149(Loss) Income Before Provision for Income Taxes






(5,078
)


629



(387
)


(4,836
)BENEFIT FOR INCOME TAXES






(207
)


(1,378
)






(1,585
)NET (LOSS) INCOME

$



$
(4,871
)

$
2,007


$
(387
)

$
(3,251
)  86




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWS
    For the Year Ended December 31, 2007
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income

$



$
(4,871
)

$
2,007


$
(387
)

$
(3,251
)Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization






13,191



3,234







16,425Noncash amortization of debt financing costs






839



20







859Loss on early extinguishment of debt






24



125







149Share-based compensation expense






3,084











3,084Loss on sale of assets






(2
)


(8
)






(10
)Deferred income tax provision






13,482



(3,791
)






9,691Noncash loss on forward exchange contracts










9,967







9,967Change in other operating items






2,800



7,474



387



10,661Net cash provided by operating activities






28,547



19,028







47,575CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment






(13,882
)


(3,099
)






(16,981
)Proceeds from disposal/sale of property, plant and equipment






382



167







549Proceeds from disposal/sale of other assets


















Post-acquisition and acquisitions payments, net of cash received






(12,281
)


(23,768
)






(36,049
)Other asset and liabilities






(26,651
)


124



25,716



(811
)Net cash (used in) provided by investing activities






(52,432
)


(26,576
)


25,716



(53,292
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock under equity incentive
    plans






464











464Purchases of treasury stock from employees






(299
)










(299
)Excess tax benefit from equity incentive plans






(170
)










(170
)Repayment of revolving credit facility






(120,500
)


(8,990
)






(129,490
)Borrowings under revolving credit facility






130,000



33,237



(25,716
)


137,521Repayments of long-term borrowings










(10,295
)






(10,295
)Payments on capital lease obligations






(116
)


(9
)






(125
)Other, net


















Net cash provided by (used in) financing activities






9,379



13,943



(25,716
)


(2,394
)EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH
    EQUIVALENTS






(2,413
)


570







(1,843
)NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS






(16,919
)


6,965







(9,954
)CASH AND CASH EQUIVALENTS:Beginning of period






18,268



1,553







19,821End of period

$



$
1,349


$
8,518


$



$
9,867  87




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED BALANCE SHEET
    As of December 31, 2006
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents

$



$
18,268


$
1,553


$



$
19,821Accounts receivable, net






148,244



31,356



(56,129
)


123,471Inventories, net






66,337



22,610



(224
)


88,723Prepaid expenses






6,984



5,819



11,469



24,272Deferred income taxes






11,570



(2,751
)






8,819Total current assets






251,403



58,587



(44,884
)


265,106PROPERTY, PLANT AND EQUIPMENT, net






81,930



8,458







90,388INVESTMENT IN SUBSIDIARIES


400,817



10,602



11,987



(423,406
)


GOODWILL






104,033



30,733







134,766INTANGIBLE ASSETS, net






84,188











84,188OTHER ASSETS, net






7,761



8,613







16,374DEFERRED INCOME TAXES






8,624



3,323



(11,947
)


TOTAL ASSETS

$
400,817


$
548,541


$
121,701


$
(480,237
)

$
590,822LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt

$



$
2,158


$



$



$
2,158Accounts payable






123,398



19,341



(56,129
)


86,610Accrued liabilities






25,661



3,840



11,469



40,970Total current liabilities






151,217



23,181



(44,660
)


129,738LONG-TERM DEBT, net






148,156



11,800







159,956DEFERRED TAX LIABILITIES






23,374



(816
)


(11,947
)


10,611OTHER LONG-TERM LIABILITIES






15,556



10,056







25,612Total liabilities






338,303



44,221



(56,607
)


325,917STOCKHOLDERS INVESTMENT


400,817



210,238



77,480



(423,630
)


264,905TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT

$
400,817


$
548,541


$
121,701


$
(480,237
)

$
590,822  88




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENT OF OPERATIONS
    For the Year Ended December 31, 2006
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
789,952


$
134,978


$
(6,179
)

$
918,751COST OF REVENUES






661,519



112,738



(5,344
)


768,913Gross Profit






128,433



22,240



(835
)


149,838SELLING, GENERAL AND ADMINISTRATIVE EXPENSES






39,487



13,153



(690
)


51,950AMORTIZATION EXPENSE






414











414Operating Income






88,532



9,087



(145
)


97,474OTHER EXPENSE (INCOME)






755



(4,223
)






(3,468
)INTEREST EXPENSE (INCOME)






14,963



(134
)






14,829LOSS ON EARLY EXTINGUISHMENT OF DEBT






282



36







318Income Before Provision for Income Taxes






72,532



13,408



(145
)


85,795PROVISION FOR INCOME TAXES






24,002



3,743







27,745NET INCOME

$



$
48,530


$
9,665


$
(145
)

$
58,050  89




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)


CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWS
    For the Year Ended December 31, 2006
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$



$
48,530


$
9,665


$
(145
)

$
58,050Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization






12,906



2,077







14,983Noncash amortization of debt financing costs






855



40







895Loss on early extinguishment of debt






282



36







318Share-based compensation expense






2,006











2,006(Gain) loss on sale of assets






(693
)


28







(665
)Pension and post-retirement curtailment (gain) loss






(4,007
)


142







(3,865
)Deferred income tax provision






7,616



1,801







9,417Noncash gain on forward exchange contracts










(4,203
)






(4,203
)Change in other operating items






(37,477
)


(2,682
)


145



(40,014
)Net cash provided by operating activities






30,018



6,904







36,922CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment






(17,070
)


(2,257
)






(19,327
)Proceeds from disposal/sale of property, plant and equipment






332



20







352Proceeds from disposal/sale of other assets






2,032











2,032Post-acquisition and acquisitions payments, net of cash received






(634
)


(8,818
)






(9,452
)Other asset and liabilities






(11,080
)


(10,273
)


20,123



(1,230
)Net cash (used in) provided by investing activities






(26,420
)


(21,328
)


20,123



(27,625
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock under equity incentive
    plans






2,140











2,140Purchases of treasury stock from employees






(115
)










(115
)Excess tax benefit from equity incentive plans






645











645Repayment of revolving credit facility






(61,300
)


(13,411
)






(74,711
)Borrowings under revolving credit facility






61,300



11,098







72,398Repayments of long-term borrowings






(26,590
)


(1,620
)






(28,210
)Long-term borrowings


















Payments on capital lease obligations






(98
)


(1
)






(99
)Other, net










20,123



(20,123
)


Net cash (used in) provided by financing activities






(24,018
)


16,189



(20,123
)


(27,952
)EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH
    EQUIVALENTS






(465
)


(1,700
)






(2,165
)NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS






(20,885
)


65







(20,820
)CASH AND CASH EQUIVALENTS:Beginning of period






39,153



1,488







40,641End of period

$



$
18,268


$
1,553


$



$
19,821


90




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENT OF OPERATIONS
    For the Year Ended December 31, 2005
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
633,725


$
124,751


$
(3,995
)

$
754,481COST OF REVENUES






520,209



103,366



(3,544
)


620,031Gross Profit






113,516



21,385



(451
)


134,450SELLING, GENERAL AND ADMINISTRATIVE EXPENSES






32,909



12,027



(372
)


44,564AMORTIZATION EXPENSE






358











358Operating Income






80,249



9,358



(79
)


89,528OTHER INCOME






(6
)


(3,735
)






(3,741
)INTEREST EXPENSE






11,742



1,453







13,195LOSS ON EARLY EXTINGUISHMENT OF DEBT






1,525











1,525Income Before Provision for Income Taxes






66,988



11,640



(79
)


78,549PROVISION FOR INCOME TAXES






25,199



3,939







29,138NET INCOME

$



$
41,789


$
7,701


$
(79
)

$
49,411  91




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWS
    For the Year Ended December 31, 2005
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$



$
41,789


$
7,701


$
(79
)

$
49,411Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization






10,300



1,764







12,064Noncash amortization of debt financing costs






750



98







848Loss on early extinguishment of debt






1,354



171







1,525Share-based compensation expense


















(Gain) loss on sale of assets






(14
)


7







(7
)Pension and post-retirement curtailment (gain)






(3,097
)










(3,097
)Deferred income tax provision






5,134



2,114







7,248Noncash gain on forward exchange contracts










(3,793
)






(3,793
)Change in other operating items






6,236



(26,358
)


79



(20,043
)Net cash provided by (used in) operating activities






62,452



(18,296
)






44,156CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment






(13,892
)


(2,065
)






(15,957
)Post-acquisition and acquisitions payments, net of cash received






(171,076
)


225







(170,851
)Other asset and liabilities






(1,761
)










(1,761
)Net cash used in investing activities






(186,729
)


(1,840
)






(188,569
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock






43,914











43,914Proceeds from issuance of common stock under equity incentive
    plans






1,887











1,887Repayment of revolving credit facility






(187,068
)


(20,381
)






(207,449
)Borrowings under revolving credit facility






187,068



19,710







206,778Repayments of long-term borrowings






(237,008
)


(1,328
)






(238,336
)Long-term borrowings






227,459











227,459Proceeds from issuance of 8% senior notes






150,000











150,000Payments on capital lease obligations






(46
)










(46
)Other, net






(17,714
)


22,054







4,340Net cash provided by financing activities






168,492



20,055







188,547EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH
    EQUIVALENTS






(5,456
)


567







(4,889
)NET INCREASE IN CASH AND CASH EQUIVALENTS






38,759



486







39,245CASH AND CASH EQUIVALENTS:Beginning of period






394



1,002







1,396End of period

$



$
39,153


$
1,488


$



$
40,641  92




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Quarterly
    Financial Data (Unaudited):    Operating





Basic Earnings


Diluted EarningsRevenues


Gross Profit


Income


Net Income


per Share


per Share(1)2007:First

$
198,801


$
26,269


$
10,612


$
2,959


$
0.14


$
0.14Second

$
158,566


$
16,619


$
752


$
(231
)

$
(0.01
)

$
(0.01
)Third

$
160,918


$
17,819


$
2,803


$
(2,682
)

$
(0.13
)

$
(0.13
)Fourth

$
178,501


$
15,934


$
4,654


$
(3,297
)

$
(0.15
)

$
(0.15
)2006:First

$
229,345


$
38,734


$
25,477


$
13,408


$
0.64


$
0.62Second

$
234,787


$
40,197


$
26,847


$
15,494


$
0.73


$
0.72Third

$
235,841


$
40,797


$
27,399


$
18,006


$
0.85


$
0.84Fourth

$
218,778


$
30,110


$
17,751


$
11,142


$
0.52


$
0.51     (1)
    
    See Note 13 for discussion on the computation of diluted
    shares outstanding.    18.
    Subsequent
    Events:   93




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.Controls
    and Procedures
  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
 94




---



##### Table of Contents



Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of our
    assets that could have a material effect on the financial
    statements.  Internal Control  Integrated Framework
  Form 10-K.
   /s/  Mervin
    DunnMervin
    Dunn
    Chief Executive Officer

/s/  Chad
    M. UtrupChad
    M. Utrup
    Chief Financial Officer    95




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  To the Board of Directors and Stockholders of
 Commercial Vehicle Group, Inc.
  Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    
    96




---



##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Item 9B.Other
    Information
   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  A.
    Directors
    of the Registrant    Name

Age

Principal Position(s)Scott D. Rued


51


Chairman and DirectorMervin Dunn


54


President, Chief Executive Officer and DirectorScott C. Arves


51


DirectorDavid R. Bovee


58


DirectorRobert C. Griffin


59


DirectorS.A. Johnson


67


DirectorRichard A. Snell


66


Director     Scott D. Rued
  Scott C. Arves
  David R. Bovee
  Robert C. Griffin
 97




---



##### Table of Contents



S.A. (Tony) Johnson
  Richard A. Snell
  B. Executive
    Officers
    Name

Age

Principal Position(s)Gerald L. Armstrong


46


President  CVG Global TruckW. Gordon Boyd


60


President  CVG Global ConstructionMervin Dunn


54


President, Chief Executive Officer and DirectorKevin R.L. Frailey


41


Executive Vice President of Business DevelopmentChad M. Utrup


35


Chief Financial OfficerJames F. Williams


61


Vice President of Human Resources     Gerald L. Armstrong
  W. Gordon Boyd
  Mervin Dunn
 98




---



##### Table of Contents



Kevin R.L. Frailey
  Chad M. Utrup
  James F. Williams
    C.
    Section 16(a)
    Beneficial Ownership Reporting Compliance    Item 11.
    Executive
    Compensation   99




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Number ofWeighted-Average


SecuritiesNumber of Securities to be


Exercise Price of


Remaining AvailableIssued upon Exercise of


Outstanding


for Future IssuanceOutstanding Options,


Options, Warrants


Under EquityWarrants and Rights(1)


and Rights


Compensation PlansEquity compensation plans approved by security holders:Amended and Restated Equity Incentive PlanStock Options


492,184


$
15.84



(2
)Restricted Stock


520,165







(2
)Management Stock Option Plan


228,411


$
5.54



Equity compensation plans not approved by stockholders










Total


1,240,760


$
12.03



798,598     (1)
    
    In connection with our merger with Trim Systems, Inc., options
    to purchase shares of Trim Systems, Inc.s common stock
    were converted into options to purchase shares of our common
    stock. Of these, options to purchase an aggregate of
    28,951 shares at a weighted-average exercise price of $9.43
    per share were outstanding at December 31, 2006. These
    options are not included in the table.(2)
    
    798,598 shares are available for future issuance under our
    Second Amended and Restated Equity Incentive Plan.    Item 13.
    Certain
    Relationships, Related Transactions and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   100




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statements Schedules  (1)
    LIST OF
    FINANCIAL STATEMENT SCHEDULES  The following financial statement schedules of the
    Corporation and its subsidiaries are included herein:
  Schedule II 
    Valuation and Qualifying Accounts and Reserves.
  COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  SCHEDULE II:
    VALUATION AND QUALIFYING ACCOUNTS
 December 31,
    2007, 2006 and 2005
  Allowance
    for Doubtful Accounts:
    2007


2006


2005Balance  Beginning of the year

$
5,536


$
6,087


$
2,681Acquisition recorded


105



119



1,524Provisions


5,076



4,246



4,287Utilizations


(6,915
)


(4,963
)


(2,194
)Currency translation adjustment


(44
)


47



(211
)Balance  End of the year

$
3,758


$
5,536


$
6,087   Additional
    Purchase Liabilities Recorded in Conjunction with
    Acquisitions:
    2007


2006


2005Balance  Beginning of the year

$
247


$
317


$
423Provisions










Utilizations


(141
)


(70
)


(106
)Balance  End of the year

$
106


$
247


$
317   Facility
    Closure and Consolidation Costs:
    2007


2006


2005Balance  Beginning of the year

$
60


$
2,013


$
278Provisions


810







2,013Utilizations


(224
)


(1,953
)


(278
)Balance  End of the year

$
646


$
60


$
2,013    101




---



##### Table of Contents



(2)
    LIST OF
    EXHIBITS    EXHIBIT INDEX
  Exhibit No.

Description2
.1

Agreement of Purchase and Sale, dated February 7, 2004, by
    and among, CVG Acquisition LLC, Mayflower Vehicle Systems, Inc.,
    Mayflower Vehicle Systems Michigan, Inc., Wayne Stamping and
    Assembly LLC and Wayne-Orrville Investments LLC (incorporated by
    reference to the Companys annual report on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 15, 2005).2
.2

Stock Purchase Agreement, dated as of June 3, 2005, by and
    between Monona Holdings LLC and Commercial Vehicle Group, Inc.
    (incorporated by reference to the Companys current report
    on
    Form 8-K
    (File
    No. 000-50890),
    filed on June 8, 2005).2
.3

Stock Purchase Agreement, dated as of August 8, 2005, by
    and between Trim Systems, Inc. Cabarrus Plastics, Inc. and the
    Shareholders listed therein (incorporated by reference to the
    Companys current report on
    Form 8-K
    (File
    No. 000-50890)
    filed on August 12, 2005).3
.1

Amended and Restated Certificate of Incorporation of Commercial
    Vehicle Group, Inc. (incorporated by reference to the
    Companys quarterly report on
    Form 10-Q
    (File
    No. 000-50890),
    filed on September 17, 2004).3
.2

Amended and Restated By-laws of Commercial Vehicle Group, Inc.
    (incorporated by reference to the Companys quarterly
    report on
    Form 10-Q
    (File
    No. 000-50890),
    filed on September 17, 2004).4
.1

Indenture, dated July 6, 2005, among the Company, the
    subsidiary guarantors party thereto and U.S. Bank National
    Association, as Trustee, with respect to 8.0% senior notes
    due 2013 (incorporated herein by reference to the Companys
    current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on July 8, 2005).4
.2

Supplemental Indenture, dated as of August 10, 2005, by and
    among the Company, Cabarrus Plastics, Inc., the subsidiary
    guarantors party thereto and U.S. Bank National Association
    (incorporated by reference to the Companys current report
    on
    Form 8-K
    (File
    No. 000-50890)
    filed on August 12, 2005).4
.3

Supplemental Indenture, dated as of November 10, 2006,
    among the Company, CVG European Holdings, LLC, the subsidiary
    guarantors party thereto and U.S. Bank National Association
    (incorporated by reference to the Companys annual report
    on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 13, 2007).4
.4

Supplemental Indenture, dated as of November 28, 2007,
    among the Company, CVG Oregon, LLC, the subsidiary guarantors
    party thereto and U.S. Bank National Association.4
.5

Registration Rights Agreement, dated July 6, 2005, among
    the Company, the subsidiary guarantors party thereto and the
    purchasers named therein (incorporated herein by reference to
    the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on July 8, 2005).4
.6

Form of senior note (attached as exhibit to Exhibit 4.1).10
.1

Revolving Credit and Term Loan Agreement, dated as of
    August 10, 2004, by and among Commercial Vehicle Group,
    Inc., the subsidiary borrowers from time to time parties
    thereto, the foreign currency borrowers from time to time
    parties thereto, the banks from time to time parties hereto,
    U.S. Bank National Association, one of the banks, as
    administrative agent for the banks and Comerica Bank, one of the
    banks, as syndication agent for the banks (incorporated by
    reference to the Companys quarterly report on
    Form 10-Q
    (File
    No. 000-50890),
    filed on September 17, 2004).10
.2

First Amendment to Revolving Credit and Term Loan Agreement,
    dated as of September 16, 2004, by and among Commercial
    Vehicle Group, Inc., the subsidiary borrowers from time to time
    parties thereto, the foreign currency borrowers from time to
    time parties thereto, the banks from time to time parties
    hereto, U.S. Bank National Association, one of the banks, as
    administrative agent for the banks and Comerica Bank, one of the
    banks, as syndication agent for the banks (incorporated by
    reference to the Companys annual report on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 15, 2005). 102




---



##### Table of Contents



Exhibit No.

Description10
.3

Second Amendment to Revolving Credit and Term Loan Agreement,
    dated as of February 7, 2005, by and among Commercial
    Vehicle Group, Inc., the subsidiary borrowers from time to time
    parties thereto, the foreign currency borrowers from time to
    time parties thereto, the banks from time to time parties
    hereto, U.S. Bank National Association, one of the banks, as
    administrative agent for the banks and Comerica Bank, one of the
    banks, as syndication agent for the banks (incorporated by
    reference to the Companys annual report on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 15, 2005).10
.4

Third Amendment to Revolving Credit and Term Loan Agreement,
    dated as of June 3, 2005, by and among Commercial Vehicle
    Group, Inc., the subsidiary borrowers from time to time parties
    thereto, the foreign currency borrowers from time to time
    parties thereto, the banks from time to time parties thereto,
    U.S. Bank National Association, one of the banks, as
    administrative agent for the banks and Comerica Bank, one of the
    banks, as syndication agent for the banks (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on June 8, 2005).10
.5

Fourth Amendment to Revolving Credit and Term Loan Agreement,
    dated as of June 29, 2005, by and among Commercial Vehicle
    Group, Inc., the subsidiary borrowers from time to time parties
    thereto, the foreign currency borrowers from time to time
    parties thereto, the banks from time to time parties thereto,
    U.S. Bank National Association, one of the banks, as
    administrative agent for the banks and Comerica Bank, one of the
    banks, as syndication agent for the banks (incorporated by
    reference to the Company s current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on July 6, 2005).10
.6

Fifth Amendment to Revolving Credit and Term Loan Agreement,
    dated as of July 12, 2005, by and among Commercial Vehicle
    Group, Inc., the subsidiary borrowers from time to time parties
    thereto, the foreign currency borrowers from time to time
    parties thereto, the banks from time to time parties thereto,
    U.S. Bank National Association, one of the banks, as
    administrative agent for the banks, and Comerica Bank one of the
    banks, as syndication agent for the banks (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on July 14, 2005).10
.7

Sixth Amendment to Revolving Credit and Term Loan Agreement,
    dated as of December 30, 2005, by and among Commercial
    Vehicle Group, Inc., the subsidiary borrowers from time to time
    parties thereto, the foreign currency borrowers from time to
    time parties thereto, the banks from time to time parties
    thereto, U.S. Bank National Association, one of the banks, as
    administrative agent for the banks, and Comerica Bank, one of
    the banks, as syndication agent for the banks (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on January 1, 2006).10
.8

Waiver and Seventh Amendment to Revolving Credit and Term Loan
    Agreement, dated as of March 26, 2007, by and among
    Commercial Vehicle Group, Inc., the subsidiary borrowers from
    time to time parties thereto, the foreign currency borrowers
    from time to time parties thereto, the banks from time to time
    parties thereto, U.S. Bank National Association, one of the
    banks, as administrative agent for the banks, and Comerica Bank,
    one of the banks, as syndication agent for the banks
    (incorporated by reference to the Companys quarterly
    report on
    Form 10-Q
    (File
    No. 000-50890),
    filed on August 3, 2007).10
.9

Eighth Amendment to Revolving Credit and Term Loan Agreement,
    dated as of June 26, 2007, by and among Commercial Vehicle
    Group, Inc., the subsidiary borrowers from time to time parties
    thereto, the foreign currency borrowers from time to time
    parties thereto, the banks from time to time parties thereto,
    U.S. Bank National Association, one of the banks, as
    administrative agent for the banks, and Comerica Bank, one of
    the banks, as syndication agent for the banks (incorporated by
    reference to the Companys quarterly report on
    Form 10-Q
    (File
    No. 000-50890),
    filed on August 3, 2007).10
.10

Amendment and Waiver Letter to Revolving Credit and Term Loan
    Agreement, dated as of August 16, 2007, by and among
    Commercial Vehicle Group, Inc., the subsidiary borrowers from
    time to time parties thereto, the foreign currency borrowers
    from time to time parties thereto, the banks from time to time
    parties thereto, U.S. Bank National Association, one of the
    banks, as administrative agents for the banks, and Comerica
    Bank, one of the banks, as syndication agent for the banks
    (incorporated by reference to the Companys current report
    on
    Form 8-K
    (File
    No. 000-50890),
    filed on October 1, 2007). 103




---



##### Table of Contents



Exhibit No.

Description10
.11

Tenth Amendment to Revolving Credit and Term Loan Agreement,
    dated as of September 28, 2007, by and among Commercial
    Vehicle Group, Inc., the subsidiary borrowers from time to time
    parties thereto, the foreign currency borrowers from time to
    time parties thereto, the banks from time to time parties
    thereto, U.S. Bank National Association, one of the banks, as
    administrative agents for the banks, and Comerica Bank, one of
    the banks, as syndication agent for the banks (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on October 1, 2007).10
.12

Eleventh Amendment to Revolving Credit and Term Loan Agreement,
    dated as of March 10, 2008, by and among Commercial Vehicle
    Group, Inc., the subsidiary borrowers from time to time parties
    thereto, the foreign currency borrowers from time to time
    parties thereto, the banks from time to time parties thereto,
    U.S. Bank National Association, one of the banks, as
    administrative agents for the banks, and Comerica Bank, one of
    the banks, as syndication agent for the banks (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on March 14, 2008).10
.13

Note Purchase Agreement, dated September 30, 2002, by and
    among Bostrom Holding, Inc., Baird Capital Partners II
    Limited, BCP II Affiliates Fund Limited Partnership, Baird
    Capital II Limited Partnership, Baird Capital
    Partners III Limited Partnership, BCP III Special
    Affiliates Limited Partnership, BCP III Affiliates
    Fund Limited Partnership, Norwest Equity Partners VII, LP
    and Hidden Creek Industries (incorporated by reference to the
    Companys registration statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.14

Form of Subordinated Promissory Note issued by Bostrom Holding,
    Inc. in favor of each of BCP II Affiliates Fund Limited
    Partnership, Baird Capital II Limited Partnership, Baird
    Capital Partners III Limited Partnership, BCP III Special
    Affiliates Limited Partnership BCP III Affiliates
    Fund Limited Partnership, Norwest Equity Partners VII, LP
    and Hidden Creek Industries (incorporated by reference to the
    Companys registration statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.15*

Bostrom Holding, Inc. Management Stock Option Plan (incorporated
    by reference to the Companys registration statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.16*

Form of Grant of Nonqualified Stock Option pursuant to the
    Bostrom Holding, Inc. Management Stock Option Plan (incorporated
    by reference to the Companys registration statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.17*

Commercial Vehicle Group, Inc. Amended and Restated Equity
    Incentive Plan (incorporated by reference to the Companys
    quarterly report on
    Form 10-Q
    (File
    No. 000-59890),
    filed on May 11, 2005).10
.18*

Commercial Vehicle Group, Inc. Second Amended and Restated
    Equity Incentive Plan (incorporated by reference to the
    Companys current report on
    Form 8-K
    (File
    No. 000-50890)
    filed on May 25, 2007).10
.19*

Form of Grant of Nonqualified Stock Option pursuant to the
    Commercial Vehicle Group, Inc. Amended and Restated Equity
    Incentive Plan (incorporated by reference to the Companys
    annual report on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 15, 2005).10
.20

Form of Non-Competition Agreement (incorporated by reference to
    the Companys registration statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.21

Registration Agreement, dated October 5, 2000, by and among
    Bostrom Holding, Inc. and the investors listed on
    Schedule A attached thereto (incorporated by reference to
    the Companys registration statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.22

Joinder to Registration Agreement, dated as of March 28,
    2003, by and among Bostrom Holding, Inc. and J2R Partners VI,
    CVS Partners, LP and CVS Executive Investco LLC (incorporated by
    reference to the Companys registration statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21,2004).10
.23

Joinder to the Registration Agreement, dated as of May 20,
    2004, by and among Commercial Vehicle Group, Inc. and the prior
    stockholders of Trim Systems (incorporated by reference to the
    Companys quarterly report on
    Form 10-Q
    (File
    No. 000-50890),
    filed on September 17, 2004).10
.24*

Commercial Vehicle Group, Inc. 2007 Bonus Plan (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on March 9, 2007). 104




---



##### Table of Contents



Exhibit No.

Description10
.25*

Service Agreement, dated March 1, 1993, between Motor
    Panels (Coventry) Plc and William Gordon Boyd (incorporated by
    reference to the Companys registration statement on
    Form S-1
    (File
    No. 333-125626),
    filed on June 8, 2005).10
.26*

Assignment and Assumption Agreement, dated as of June 1,
    2004, between Mayflower Vehicle Systems PLC and Mayflower
    Vehicle Systems, Inc. (incorporated by reference to the
    Companys registration statement on
    Form S-1
    (File
    No. 333-125626),
    filed on June 8, 2005).10
.27*

Form of Restricted Stock Agreement pursuant to the Commercial
    Vehicle Group, Inc. Amended and Restated Equity Incentive Plan
    (incorporated by reference to amendment no. 1 to the
    Companys registration statement on
    Form S-4
    (File
    No. 333-129368),
    filed on December 1, 2005).10
.28*

Change in Control & Non-Competition Agreement dated
    April 5, 2006 with Mervin Dunn (incorporated by reference
    to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on April 7, 2006).10
.29*

Change in Control & Non-Competition Agreement dated
    April 5, 2006 with Gerald L. Armstrong (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on April 7, 2006).10
.30*

Change in Control & Non-Competition Agreement dated
    April 5, 2006 with Chad M. Utrup (incorporated by reference
    to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on April 7, 2006).10
.31*

Change in Control & Non-Competition Agreement dated
    April 5, 2006 with James F. Williams (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on April 7, 2006).10
.32*

Change in Control & Non-Competition Agreement dated
    May 22, 2007 with Kevin R.L. Frailey (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 25, 2007).10
.33*

Change in Control & Non-Competition Agreement dated
    May 22, 2007 with William Gordon Boyd (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 25, 2007).10
.34*

Deferred Compensation Plan (incorporated by reference to the
    Companys quarterly report on
    Form 10-Q
    (File
    No. 000-50890),
    filed on November 6, 2006).10
.35*

Form of indemnification agreement with directors and executive
    officers.10
.36*

Terms of employment for executive officers.12
.1

Computation of ratio of earnings to fixed charges.21
.1

Subsidiaries of Commercial Vehicle Group, Inc.23
.1

Consent of Deloitte & Touche LLP.31
.1

Certification by Mervin Dunn, President and Chief Executive
    Officer.31
.2

Certification by Chad M. Utrup, Chief Financial Officer.32
.1

Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to the Sarbanes-Oxley Act of 2002.32
.2

Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to the Sarbanes-Oxley Act of 2002.     *
    
    Management contract or compensatory plan or arrangement required
    to be filed as an exhibit to this annual report on
    Form 10-K.  Form 10-K
 105




---



##### Table of Contents



SIGNATURES      By:
    /s/  SCOTT
    D. RUED   Chairman
      Signature

Title

Date/s/  SCOTT
    D. RUEDScott
    D. Rued

Chairman and Director

March 13, 2008/s/  MERVIN
    DUNNMervin
    Dunn

President, Chief Executive Officer (Principal Executive Officer)
    and Director

March 13, 2008/s/  SCOTT
    C. ARVESScott
    C. Arves

Director

March 13, 2008/s/  DAVID
    R. BOVEEDavid
    R. Bovee

Director

March 13, 2008/s/  ROBERT
    C. GRIFFINRobert
    C. Griffin

Director

March 13, 2008/s/  S.A.
    JOHNSONS.A.
    Johnson

Director

March 13, 2008/s/  RICHARD
    A. SNELLRichard
    A. Snell

Director

March 13, 2008/s/  CHAD
    M. UTRUPChad
    M. Utrup

Chief Financial Officer (Principal
    Financial and Accounting Officer)

March 13, 2008  106