##### 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,
    2006

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.)6530 West Campus
    Oval

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. þ
  Rule 12b-2
 o þ 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

19Item 1B.

Unresolved Staff
    Comments

27Item 2.

Properties

27Item 3.

Legal
    Proceedings

29Item 4.

Submission of
    Matters to a Vote of Security Holders

29PART IIItem 5.

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

29Item 6.

Selected Financial
    Data

32Item 7.

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

35Item 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

93Item 9A.

Controls and
    Procedures

93Item 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 IndentureComputation of Ratio of Earnings to Fixed ChargesSubsidiariesConsent of Deloitte & Touche LLPCertification of OfficerCertification of OfficerCertification Pursuant to 18 U.S.C. Section 1350Certification Pursuant to 18 U.S.C. Section 1350   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
          one-for-one
 1




---



##### Table of Contents



Recent
    Acquisitions
  Form 10-K
  Industry
    Commercial
    Vehicle Supply Market Overview
    (4) just-in-time
    Commercial
    Truck Market
   2




---



##### Table of Contents



2001


2002


2003


2004


2005


2006(Thousands of units)Class 8 heavy trucks


146



181



182



269



341



378Class 5-7
    light and medium-duty trucks


189



194



188



225



245



266Total


335



375



370



494



586



644         Class 8
    Truck Market
  just-in-time
     3




---



##### Table of Contents



North
    American Class 8 Truck Build Rates
    (In thousands)
  
         Economic Conditions.
  Truck Freight Growth. on-site to-the-hour
 4




---



##### Table of Contents



just-in-time
  Total
    U.S. Tonmiles (Class 8)
    (Number of tonmiles in billions)
  
     Truck Replacement Cycle and Fleet Aging. less-than-truckload
  Average
    Age of Active U.S. Class 8 Trucks
    (Number of years)
  
  
 5




---



##### Table of Contents



Commercial
    Truck Aftermarket
    Commercial
    Construction Vehicle Market
    Military
    Equipment Market
    Commercial
    Vehicle Industry Trends
    System Sourcing.
  Globalization of Suppliers.
  Shift of Design and Engineering to
    Suppliers.
 6




---



##### Table of Contents



Broad Manufacturing Capabilities.
  Ongoing Supplier Consolidation.
  Competitive
    Strengths
    Leading Market Positions and Brands. ® tm ® ® ®
  Comprehensive Cab Product and Cab System
    Solutions.
  End-User Focused Product Innovation.
  Flexible Manufacturing Capabilities and Cost Competitive
    Position.
 7




---



##### Table of Contents



just-in-time
  Strong Free Cash Flow Generation.
  Strong Relationships with Leading Customers and Major
    Fleets.
  Significant Barriers to Entry. just-in-time
  Proven Management Team.
  Strategy
    Increase Content, Expand Customer Penetration and Leverage
    System Opportunities.
  Leverage Our New Product Development
    Capabilities.
  Capitalize on Operating Leverage.
 8




---



##### Table of Contents



Grow Sales to the Aftermarket.
  Pursue Strategic Acquisitions and Continue to Diversify
    Sales.
  Products
    Form 10-K
    Seats and Seating Systems.
 9




---



##### Table of Contents



Heavy Truck Seats.
    Other Commercial Vehicle Seats.
  Other Seating Products.
  Trim Systems and Components.
  Trim Products.
  Instrument Panels.
  Body Panels (Headliners/Wall
    Panels).
  Storage Systems.
 10




---



##### Table of Contents



Floor Covering Systems.
  Sleeper Bunks.
  Grab Handles and Armrests. tm
  Bumper Fascias and Fender Covers.
  Privacy Curtains.
  Mirrors, Wipers and Controls.
  Mirrors. tm
  Windshield Wiper Systems.
  Controls.
  Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.
 11




---



##### Table of Contents



Cab Structures.
  Sleeper Boxes. E-coat
  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
    fabric is 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 and vacuum forming as well as
    various trimming and finishing methods.
    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 12




---



##### Table of Contents



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
   13




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##### Table of Contents



ramp-up
    Raw
    Materials and Suppliers
    
    Seats and Seating Systems.  The principal raw
    materials used in our seat systems include steel, aluminum and
    foam chemicals, 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. Some purchased
    components are obtained from our customers.
    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, aluminum, glass and rubber,
    which are generally readily available and obtained from multiple
    suppliers.
    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 orders that are
    cancellable by us without cause, pursuant to one year supply
    agreements.
    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. Many of our customers specify particular wire
    and connectors and, as such, negotiate pricing of these
    materials directly with our suppliers. Our panel assembly
    materials are generally procured directly from the customer.   14




---



##### Table of Contents



Customers
    and Marketing
      2006


2005


2004Heavy Truck OEM


60
%


62
%


56
%Construction


18



15



18Aftermarket and OEM Service


10



9



15Bus


2



2



2Military


3



2



2Agriculture


1



1



1Other


6



9



6Total


100
%


100
%


100
%         2006


2005


2004International


22
%


19
%


9
%PACCAR


17



17



28Freightliner


13



16



17Volvo/Mack


13



14



6Caterpillar


8



7



5Komatsu


2



2



3Deere & Co.


2



2



1Oshkosh Truck


2



2



Other


21



21



31Total


100
%


100
%


100
%  15




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##### Table of Contents



Backlog
   16




---



##### Table of Contents



Competition
    
    Seats and Seating Systems.  We believe that we
    have the number one market position in North America with
    respect to our seating operations. We also believe that we have
    the number one market position in supplying seats and seating
    systems to commercial vehicles used in the construction 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 Grammar and Isringhausen.
    Trim Systems and Components.  We believe that
    we have the number one market position in North America with
    respect to our interior trim products. 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., Gage Industries,
    Inc. and Mitras.
    Mirrors, Wipers and Controls.  We believe that
    we have the number two market position in North America 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 a leading
    non-captive supplier in North America with respect to our cab
    structural components, cab structures, sleeper boxes and body
    panels. Our principal competitors are Magna, Ogihara
    Corporation, Spartanburg Stamping, Union Stamping, Able Body and
    Defiance Metal Products.
    Electronic Wire Harnesses and Panel
    Assemblies.  We believe that we are a leading
    producer 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, Stoneridge, Yazaki and smaller
    independent companies such as Fargo Assembly and Unlimited
    Services.  Research
    and Development, Design and Engineering
     17




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##### Table of Contents



Intellectual
    Property
    ® tm ® ® ®
  Seasonality
    Employees
     18




---



##### Table of Contents



Available
    Information
  Form 10-K, Form 10-Q, Form 8-K Form 10-K
  Item 1A.
    Risk
    Factors      
    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 is
    significantly lower than expected.    
    Our major OEM customers may exert significant influence over
    us.   19




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##### Table of Contents




    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.      
    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.   20




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##### Table of Contents




    We may be adversely impacted by labor strikes, work stoppages
    and other matters.      
    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.     21




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##### Table of Contents




    We may be adversely affected by the impact of government
    regulations on our OEM customers.    
    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.   22




---



##### Table of Contents




    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.    
    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.   23




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##### Table of Contents




    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.      
    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.  quarter-to-quarter year-to-year.
 24




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##### Table of Contents



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.
  quarter-to-quarter year-to-year
  
    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.       25




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##### Table of Contents




    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;
    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; 26




---



##### Table of Contents




    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.    
    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   27




---



##### Table of Contents



ApproximateLocation

Products Produced

Square Footage

Ownership InterestNorwalk, Ohio (3 facilities)

Cab, Sleeper Box, Assembly and
    Ford GT Service

360,000 sq. ft.

Owned/LeasedVonore, Tennessee (2 facilities)

Seats, Mirrors

245,000 sq. ft.

Owned/LeasedShadyside, Ohio

Stamping of Steel and Aluminum
    Structural and Exposed Stamped Components

200,000 sq. ft.

OwnedNorthampton, England

Seats (office and commercial
    vehicle)

210,000 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.

LeasedSeattle, Washington

RIM Process, Interior Trim, Seats

156,000 sq. ft.

OwnedMichigan City, Indiana

Wipers, Switches

87,000 sq. ft.

LeasedCanby, Oregon

Road watch/Electronics Assembly

4,000 sq. ft.

LeasedDublin, Virginia

Interior Trim, Seats

79,000 sq. ft.

OwnedVancouver, Washington
    (2 facilities)

Interior Trim

63,000 sq. ft.

LeasedChillicothe, Ohio

Interior Trim, Dash Assembly

62,000 sq. ft.

OwnedShanghai, China (2 facilities)

Seats

74,000 sq. ft.

LeasedBellaire, Ohio

Warehouse Facility

41,000 sq. ft.

LeasedTacoma, Washington

Injection Molding

25,000 sq. ft.

LeasedPlain City, Ohio

R&D, Lab

8,000 sq. ft.

LeasedSeneffs (Brussels), Belgium

Seat Assembly

35,000 sq. ft.

LeasedBrisbane (HQ), Australia

Seat Assembly

50,000 sq. ft.

LeasedDublin, Ohio

Administration

14,000 sq. ft.

LeasedAgua Prieta, Mexico
    (4 facilities)

Wire Harness Assembly

150,000 sq. ft.

LeasedDouglas, Arizona
    (2 facilities)

Warehouse Facility

21,000 sq. ft.

LeasedMonona, Iowa

Wire Harness/Panel Assembly

62,000 sq. ft.

OwnedEdgewood, Iowa

Wire Harness/Assembly

18,000 sq. ft.

LeasedRedgranite, Wisconsin

Wire Harness Engineering Support

2,000 sq. ft.

LeasedDekalb, Illinois

Cab Assembly

60,000 sq. ft.

LeasedGahanna, Ohio

R&D, Lab

29,000 sq. ft.

LeasedConcord, North Carolina
    (2 facilities)

Injection Molding

150,000 sq. ft.

LeasedNew Albany, Ohio

Corporate Headquarters

16,000 sq. ft.

LeasedBrandys nad Orlici, Czech Republic

Seat Assembly

52,000 sq. ft.

Owned      28




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##### Table of Contents



Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


LowYear Ended December 31, 2006:Fourth Quarter

$
23.57


$
18.47Third Quarter

$
21.08


$
17.19Second Quarter

$
21.25


$
17.82First Quarter

$
22.29


$
17.10Year Ended December 31, 2005:Fourth Quarter

$
21.11


$
17.30Third Quarter

$
24.94


$
17.70Second Quarter

$
21.74


$
16.51First Quarter

$
24.38


$
18.25      29




---



##### Table of Contents



28-month
  COMPARISON
    OF 28 MONTH CUMULATIVE TOTAL RETURN*
    
  *
    $100 invested on 8/5/04 in stock or on 7/31/04 in
    index-including reinvestment of dividends.  08/05/04


12/31/04


12/31/05


12/31/06Commercial Vehicle Group,
    Inc.


$
100.00



$
166.64



$
143.36



$
166.41NASDAQ Composite


$
100.00



$
118.75



$
119.46



$
129.61Commercial Vehicle OEM Composite


$
100.00



$
103.78



$
141.62



$
188.02Commercial Vehicle Supplier
    Composite


$
100.00



$
116.42



$
111.04



$
129.90    30




---



##### Table of Contents



(d) Maximum(c) Total


Number (orNumber of


ApproximateShares (or


Dollar Value)Units)


of Shares (orPurchased


Units) that(a) Total





as Part of


May Yet BeNumber of


(b) Average


Publicly


PurchasedShares (or


Price Paid


Announced


Under theUnits)


per Share


Plans or


Plans orPurchased


(or Unit)


Programs


ProgramsMonth #1(October 1, 2006 through
    October 31, 2006)


5,836


$
19.67







Month #2(November 1, 2006 through
    November 30, 2006)














Month #3(December 1, 2006 through
    December 31, 2006)














    31




---



##### 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 31,2006


2005


2004


2003


2002(In thousands, except per share data)Statement of Operations
    Data:Revenues

$
918,751


$
754,481


$
380,445


$
287,579


$
298,678Cost of revenues


768,913



620,031



309,696



237,884



249,181Gross profit


149,838



134,450



70,749



49,695



49,497Selling, general and
    administrative expenses


51,950



44,564



28,985



24,281



23,952Share-based compensation expense










10,125







Amortization expense


414



358



107



185



122Operating income


97,474



89,528



31,532



25,229



25,423(Gain) loss on foreign currency
    forward contracts and other


(3,468
)


(3,741
)


(1,247
)


3,230



1,098Interest expense


14,829



13,195



7,244



9,796



12,940Loss on early extinguishment of
    debt


318



1,525



1,605



2,972



Income before income taxes and
    cumulative effect of accounting change


85,795



78,549



23,930



9,231



11,385Provision for income taxes


27,745



29,138



6,481



5,267



5,235Income before cumulative effect of
    change in accounting principle


58,050



49,411



17,449



3,964



6,150Cumulative effect of change in
    accounting principle


















(51,630
)Net income (loss)

$
58,050


$
49,411


$
17,449


$
3,964


$
(45,480
)Earnings (loss) per share:(1)Basic

$
2.74


$
2.54


$
1.13


$
0.29


$
(3.29
)Diluted

$
2.69


$
2.51


$
1.12


$
0.29


$
(3.26
)Weighted average common shares
    outstanding:Basic


21,151



19,440



15,429



13,779



13,827Diluted


21,545



19,697



15,623



13,883



13,931 32




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##### Table of Contents



Years Ended December 31,2006


2005


2004


2003


2002(In thousands, except per share data)Balance Sheet Data (at end of
    each period):Working capital (current assets
    less current liabilities)


135,368



119,104



41,727



28,216



8,809Total assets


590,822



543,883



225,638



210,495



204,217Total liabilities, excluding debt


163,803



150,797



60,667



48,215



49,990Total debt


162,114



191,009



53,925



127,474



127,202Total stockholders investment


264,905



202,077



111,046



34,806



27,025Other Data:Adjusted EBITDA(2)

$
115,910


$
105,385


$
40,389


$
30,105


$
33,007Net cash provided by (used in):Operating activities


36,922



44,156



34,177



10,442



18,172Investing activities


(27,625
)


(188,569
)


(8,907
)


(5,967
)


(4,937
)Financing activities


(27,952
)


188,547



(28,427
)


(2,761
)


(14,825
)Depreciation and amortization


14,983



12,064



7,567



8,106



8,682Capital expenditures, net


22,389



20,669



8,907



5,967



4,937North American Heavy-duty
    (Class 8) truck production (units)(3)


378,000



341,000



269,000



182,000



181,000     (1)
    
    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.(2)
    
    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,
    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, 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.             33




---



##### Table of Contents



Years Ended December 31,2006


2005


2004


2003


2002(In thousands)Net income (loss)

$
58,050


$
49,411


$
17,449


$
3,964


$
(45,480
)Add (subtract):


















8,682Depreciation and amortization


14,983



12,064



7,567



8,106



12,940Interest expense


14,829



13,195



7,244



9,796



5,235Provision for income taxes


27,745



29,138



6,481



5,267



Loss on early extinguishment of
    debt


318



1,525



1,605



2,972



Miscellaneous (income) expense


(15
)


52



43







Cumulative effect of change in
    accounting principle


















51,630Adjusted EBITDA

$
115,910


$
105,385


$
40,389


$
30,105


$
33,007Supplemental Information:Noncash (gain) loss on forward
    exchange contracts


(4,203
)


(3,793
)


(1,290
)


3,230



1,098Nonrecurring provision for prior
    period debt service


750















   (3)
    
    Source: Americas Commercial Transportation Research Co. LLC and
    ACT Publications. 34




---



##### 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
         35




---



##### Table of Contents




    establishing sourcing efforts in China and Europe;
    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.      Recent
    Acquisitions
    Critical
    Accounting Policies and Estimates
  Form 10-K.
   36




---



##### Table of Contents



Risk
    Factors
    Revenue Recognition and Sales Commitments Revenue
    Recognition in Financial Statements Revenue Recognition
    Goodwill and Intangible Assets Business Combinations 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; 38




---



##### Table of Contents




    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
      
    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 88% and 85% of
    Mayflowers revenues for fiscal years 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 85% and 88% of
    Mononas revenues for fiscal years 2006 and 2005,
    respectively.  Valuation
    Methodology
   39




---



##### Table of Contents




    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 Goodwill and Other Intangible
    Assets
  Accounting for Income Taxes Accounting for Uncertainty in
    Income Taxes  an Interpretation of FASB Statement
    No. 109
  Warranties
  Pension and Other Post-Retirement Benefit
    Plans
 40




---



##### Table of Contents



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
    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, 2006:Discount rate

$
(351
)

$
579Expected long-term rate of return
    on plan assets

$
(566
)

$
566(Decrease) increase due to change
    in assumptions used to determine benefit obligations for the
    year ended December 31, 2006:Discount rate

$
(11,929
)

$
15,675   Health Care Cost Trend Rates
 41




---



##### Table of Contents



1 Percentage


1 PercentagePoint Increase


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

$
20


$
(19
)Other post-retirement benefit
    liability

$
102


$
(95
)   Recently
    Issued Accounting Pronouncements
  Form 10-K and/or
  Results
    of Operations
    2006


2005


2004Revenues


100.0
%


100.0
%


100.0
%Cost of revenues


83.7



82.2



81.4Gross profit


16.3



17.8



18.6Selling, general and
    administrative expenses


5.7



5.9



7.6Noncash option charge










2.7Amortization expense










Operating income


10.6



11.9



8.3Other (income)


(0.4
)


(0.5
)


(0.3
)Interest expense


1.6



1.7



1.9Loss on early extinguishment of
    debt






0.2



0.4Income before income taxes


9.4



10.5



6.3Provision for income taxes


3.0



3.9



1.7Net income


6.4
%


6.6
%


4.6
%   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. 42




---



##### Table of Contents



Gross Profit.
  Selling, General and Administrative
    Expenses.
  Amortization Expense.
  Other (Income). mark-to-market
  Interest Expense.
  Loss on Early Extinguishment of Debt.
  Provision for Income Taxes.
  Net Income.
  Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
  Revenues.
  
    increased acquisition related revenue of approximately
    $315 million from the acquisitions of Mayflower, Monona and
    Cabarrus; 43




---



##### Table of Contents




    a 27% increase in North American Heavy-duty
    (Class 8) truck production, fluctuations in content
    and production levels for our other North American end markets
    and net new business awards resulted in approximately
    $49 million;
    an increase in production levels, fluctuations in content and
    net new business awards for our European, Australian and Asian
    markets of approximately $11 million;
    unfavorable foreign exchange fluctuations and adjustments of
    approximately $1 million.  Gross Profit.
  Selling, General and Administrative
    Expenses.
  Stock Compensation Expense.
  Amortization Expense.
  Other (Income) Expense. mark-to-market
  Interest Expense.
  Loss on Early Extinguishment of Debt.
 44




---



##### Table of Contents



Provision for Income Taxes.
  Net Income.
  Liquidity
    and Capital Resources
  Cash
    Flows
        Debt
    and Credit Facilities
    
    $1.5 million under our revolving credit facility,
    $10.3 million under our term loan facility and
    $0.3 million of capital lease obligations. The weighted
    average rate on these borrowings, for the year ended
    December 31, 2006, ranged from approximately 7.1% with
    respect to the revolving borrowings to approximately 6.8% for
    the term loan borrowings and;
    $150 million of 8.0% senior notes due 2013.     45




---



##### Table of Contents



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

Maximum Total Leverage Ratio12/31/05
    through
    9/30/06


2.75 to 1.0012/31/06
    and each fiscal quarter thereafter


2.50 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

$
162,114


$
2,158


$
5,420


$
4,536


$
150,000Estimated interest payments


43,411



12,753



12,501



12,157



6,000Operating lease obligations


56,401



7,430



13,484



10,244



25,243Pension and other post-retirement
    funding


34,918



2,279



5,162



6,262



21,215Total

$
296,844


$
24,620


$
36,567


$
33,199


$
202,458         Off-Balance
    Sheet Arrangements
  year-to-year
   47




---



##### Table of Contents



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




---



##### Table of Contents



Effects
    of Inflation
   49




---



##### Table of Contents



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, 2006 and 2005


52Consolidated
    Statements of Operations for the years ended December 31,
    2006, 2005 and 2004


53Consolidated
    Statements of Stockholders Investment for the years ended
    December 31, 2006, 2005 and 2004


54Consolidated
    Statements of Cash Flows for the years ended December 31,
    2006, 2005 and 2004


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,
    2006 and 2005
  2006


2005(In thousands, except shareand per share amounts)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
19,821


$
40,641Accounts receivable, net of
    reserve for doubtful accounts of $5,536 and $6,087, respectively


123,471



114,116Inventories, net


88,723



69,053Prepaid expenses


24,272



4,724Deferred income taxes


8,819



12,571Total current assets


265,106



241,105PROPERTY, PLANT AND EQUIPMENTLand and buildings


30,203



27,310Machinery and equipment


120,416



93,912Construction in progress


17,414



15,827Less accumulated depreciation


(77,645
)


(56,634
)Property, plant and equipment, net


90,388



80,415GOODWILL


134,766



125,607INTANGIBLE ASSETS, net of
    accumulated amortization of $840 and $451, respectively


84,188



84,577OTHER ASSETS, net


16,374



12,179TOTAL ASSETS

$
590,822


$
543,883LIABILITIES AND
    STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term
    debt

$
2,158


$
5,309Accounts payable


86,610



73,709Accrued liabilities


40,970



42,983Total current liabilities


129,738



122,001LONG-TERM DEBT, net of current
    maturities


159,956



185,700DEFERRED TAX LIABILITIES


10,611



8,802PENSION AND OTHER POST-RETIREMENT
    BENEFITS


22,188



20,621OTHER LONG-TERM LIABILITIES


3,424



4,682Total liabilities


325,917



341,806COMMITMENTS 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; 21,368,831 and
    21,145,954 shares issued and outstanding, respectively


214



211Treasury stock purchased from
    employees; 5,836 shares


(115
)


Additional paid-in capital


174,044



169,252Retained earnings


92,007



33,957Accumulated other comprehensive
    loss


(1,245
)


(1,343
)Total stockholders investment


264,905



202,077TOTAL LIABILITIES AND
    STOCKHOLDERS INVESTMENT

$
590,822


$
543,883    52




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 Years
    Ended December 31, 2006, 2005 and 2004
  2006


2005


2004(In thousands, except per share amounts)REVENUES

$
918,751


$
754,481


$
380,445COST OF REVENUES


768,913



620,031



309,696Gross Profit


149,838



134,450



70,749SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES


51,950



44,564



39,110AMORTIZATION EXPENSE


414



358



107Operating Income


97,474



89,528



31,532OTHER INCOME


(3,468
)


(3,741
)


(1,247
)INTEREST EXPENSE


14,829



13,195



7,244LOSS ON EARLY EXTINGUISHMENT OF
    DEBT


318



1,525



1,605Income Before Provision for Income
    Taxes


85,795



78,549



23,930PROVISION FOR INCOME TAXES


27,745



29,138



6,481NET INCOME

$
58,050


$
49,411


$
17,449EARNINGS PER COMMON SHARE:Basic

$
2.74


$
2.54


$
1.13Diluted

$
2.69


$
2.51


$
1.12WEIGHTED AVERAGE
    SHARES OUTSTANDING:Basic


21,151



19,440



15,429Diluted


21,545



19,697



15,623    53




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS INVESTMENT
 Years
    Ended December 31, 2006, 2005 and 2004
  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, 2003


13,778,599


$
138


$



$
(430
)

$
76,803


$
(43,028
)

$



$
1,323


$
34,806Issuance of common stock


4,072,875



41











46,393















46,434Stock subscriptions received














255



















255Exercise of stock purchase warrants
    in connection with initial public offering


136,023



1











464















465Share-based compensation expense






















10,125











10,125Comprehensive income:Net income






















17,449











17,449Foreign currency translation
    adjustment






























2,056



2,056Minimum pension liability
    adjustment, net of tax






























(544
)


(544
)Total comprehensive income


































18,961BALANCE 
    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
)

$
264,905    54




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 Years
    Ended December 31, 2006, 2005 and 2004
  2006


2005


2004(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
58,050


$
49,411


$
17,449Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


14,983



12,064



7,567Noncash amortization of debt
    financing costs


895



848



522Loss on early extinguishment of debt


318



1,525



1,031Shared-based compensation expense


2,006







10,125Gain on sale of assets


(665
)


(7
)


Pension and other post-retirement
    curtailment gain


(3,865
)


(3,097
)


Deferred income tax provision


9,417



7,248



1,340Noncash gain on forward exchange
    contracts


(4,203
)


(3,793
)


(1,291
)Noncash interest expense on
    subordinated debt










481Change in other operating items:Accounts receivable


(4,369
)


(22,013
)


(4,744
)Inventories


(16,603
)


(11,571
)


(6,243
)Prepaid expenses


(21,819
)


9,958



(2,360
)Accounts payable and accrued
    liabilities


2,213



10,145



11,383Other assets and liabilities


564



(6,562
)


(1,083
)Net cash provided by operating
    activities


36,922



44,156



34,177CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of property, plant and
    equipment


(19,327
)


(15,957
)


(8,907
)Proceeds from disposal/sale of
    property plant and equipment


352







Proceeds from disposal/sale of
    other assets


2,032







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


(9,452
)


(170,851
)


Other assets and liabilities


(1,230
)


(1,761
)


Net cash (used in) investing
    activities


(27,625
)


(188,569
)


(8,907
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from issuance of common
    stock






43,914



46,640Proceeds from issuance of common
    stock under equity incentive plans


2,140



1,887



465Purchases of treasury stock from
    employees


(115
)






Excess tax benefit from equity
    incentive plans


645







Repayment of revolving credit
    facility


(74,711
)


(207,449
)


(80,575
)Borrowings under revolving credit
    facility


72,398



206,778



58,092Repayments of long-term borrowings


(28,210
)


(238,336
)


(116,031
)Long-term borrowings






227,459



66,061Repayment of subordinated debt










(3,112
)Proceeds from issuance of
    8% senior notes






150,000



Payments on capital lease
    obligations


(99
)


(46
)


(15
)Debt issuance costs and other, net






4,340



48Net cash (used in) provided by
    financing activities


(27,952
)


188,547



(28,427
)EFFECT OF CURRENCY EXCHANGE RATE
    CHANGES ON CASH AND CASH EQUIVALENTS


(2,165
)


(4,889
)


1,067NET (DECREASE) INCREASE IN CASH AND
    CASH EQUIVALENTS


(20,820
)


39,245



(2,090
)CASH AND CASH EQUIVALENTS:Beginning of period


40,641



1,396



3,486End of period

$
19,821


$
40,641


$
1,396SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest

$
13,869


$
6,340


$
7,564Cash paid for income taxes, net

$
29,197


$
24,603


$
2,767Unpaid purchases of property and
    equipment included in accounts payable

$
3,061


$
4,712


$
    55




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 Years
    Ended December 31, 2006, 2005 and 2004
  1.
    Organization    2.
    Significant
    Accounting Policies  Principles of Consolidation
  Use of Estimates
  Cash and Cash Equivalents
  Accounts Receivable
  Inventories
  first-in,
 56




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##### 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




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##### 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 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 88% and 85% of
    Mayflowers revenues for fiscal years 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 85% and 88% of
    Mononas revenues for fiscal years 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, 58




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  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 Goodwill and Other Intangible
    Assets
  Other Assets
  Revenue Recognition Revenue Recognition in Financial
    Statements Revenue
    Recognition
    Warranty
 59




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##### Table of Contents



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


2005Balance  Beginning of
    the year

$
7,117


$
2,408Increase due to acquisitions


12



5,183Additional provisions recorded


3,391



2,074Deduction for payments made


(5,366
)


(2,515
)Currency translation adjustment


43



(33
)Balance  End of year

$
5,197


$
7,117   Income Taxes Accounting for Income Taxes
  Comprehensive (Loss) Reporting Comprehensive
    Income
  2006


2005Foreign currency translation
    adjustment

$
5,457


$
1,583Pension liability


(6,702
)


(2,926
)$
(1,245
)

$
(1,343
)   Fair Value of Financial Instruments
  Concentrations of Credit Risk
 60




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##### Table of Contents



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


2005


2004International


22
%


19
%


9
%PACCAR


17



17



28Freightliner


13



16



17Volvo/Mack


13



14



6Caterpillar


8



7



5     Foreign Currency Translation
  Foreign Currency Forward Exchange Contracts marked-to-market
  Local





U.S. $Currency


U.S. $


EquivalentAmount


Equivalent


Fair ValueCommitments to sell currencies:U.S. Dollar


(715
)

$
(715
)

$
(715
)Eurodollar


36,286



50,768



48,516Swedish krona


15,000



2,194



2,197Japanese yen


3,525,000



37,476



31,291Australian Dollar


2,850



2,273



2,238     Recently Issued Accounting Pronouncements Accounting for Certain Hybrid Financial
    Instruments  an amendment of SFAS No. 133
    and No. 140
 61




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   Accounting for Servicing of Financial Assets  an
    amendment of SFAS No. 140
  Accounting for Uncertainty in Income
    Taxes Accounting for
    Income Taxes.
  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).
  Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year
 62




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    3.
    Business
    Combinations      Contract purchase price

$
9,332Working capital and other
    adjustments


(514
)Preliminary purchase price (cash
    consideration)


8,818Transaction costs and other
    adjustments


214Net assets at historical cost


(3,151
)Excess of purchase price over net
    assets acquired

$
5,881   Business Combinations
 63




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##### Table of Contents



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

$
1,834Inventories


1,284Other current assets


57Property, plant and equipment, net


1,797Goodwill and other intangibles


5,881Current liabilities


(1,914
)Other long term liabilities


(121
)Net assets acquired

$
8,818     2006


2005(Unaudited)


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

$
928,302


$
838,545Operating income

$
98,543


$
99,235Net income

$
58,420


$
53,242Earnings Per Share:Basic

$
2.76


$
2.74Diluted

$
2.71


$
2.70   4.
    Inventories,
    net    2006


2005Raw materials

$
61,617


$
46,218Work in process


14,436



12,571Finished goods


17,314



13,655Less: excess and obsolete


(4,644
)


(3,391
)$
88,723


$
69,053  64




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  5.
    Accrued
    Liabilities    2006


2005Compensation and benefits

$
18,277


$
16,069Warranty costs


5,197



7,117Product liability


165



286Interest


6,104



5,974Income and other taxes


883



490Facility closure and consolidation
    costs






1,605Freight


482



312Other


9,862



11,130$
40,970


$
42,983   6.
    Restructuring
    and Integration  Restructuring
      Facility Exitand OtherEmployee


ContractualCosts


Costs


TotalBalance 
    December 31, 2004

$



$
278


$
278Usage/cash payments






(278
)


(278
)Balance 
    December 31, 2005










Usage/cash payments










Balance 
    December 31, 2006

$



$



$
   Integration
 65




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##### Table of Contents



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


ContractualCosts


Costs


TotalBalance 
    December 31, 2004

$



$
423


$
423Usage/cash payments






(106
)


(106
)Balance 
    December 31, 2005






317



317Usage/cash payments






(70
)


(70
)Balance 
    December 31, 2006

$



$
247


$
247     Facility Exitand OtherEmployee


ContractualCosts


Costs


TotalBalance 
    December 31, 2004

$



$



$
Additional reserves


946



1,067



2,013Balance 
    December 31, 2005


946



1,067



2,013Usage/cash payments


(886
)


(1,067
)


(1,953
)Balance 
    December 31, 2006

$
60


$



$
60   7.
    Debt    2006


2005Revolving credit facilities bore
    interest at a weighted average of 7.1% as of December 31,
    2006 and 6.6% as of December 31, 2005 due 2010

$
1,469


$
3,446Term loans, with principal and
    interest payable quarterly, bore interest at a weighted average
    rate of 6.8% as of December 31, 2006 and 6.3% as of
    December 31, 2005 due 2010


10,295



37,1528.0% senior notes due 2013


150,000



150,000Other


350



411162,114



191,009Less current maturities


2,158



5,309$
159,956


$
185,700  66




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##### Table of Contents



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

$
2,1582008


2,5532009


2,8672010


4,5342011


2Thereafter


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,
       67




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##### 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  Business
    Combinations Goodwill and
    Intangible Assets.
 68




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    Accounting
    for the Impairment or Disposal of Long-Lived Assets. Form 10-K
   69




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##### 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 will enhance 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.  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. 70




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##### Table of Contents



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


GrossAmortization


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   December 31, 2005Weighted-Average


GrossAmortization


Carrying


Accumulated


Net CarryingPeriod


Amount


Amortization


AmountDefinite-lived intangible assets:Tradenames/Trademarks


30 years


$
9,790


$
(263
)

$
9,527Licenses


7 years



438



(188
)


250$
10,228


$
(451
)

$
9,777Indefinite-lived intangible assets:Goodwill





$
125,607


$



$
125,607Customer relationships






74,800







74,800$
200,407


$



$
200,407Total consolidated goodwill and
    intangible assets













$
210,184       2007

$
3892008

$
3892009

$
3892010

$
3262011

$
326  71




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    Balance 
    December 31, 2005

$
125,607Increase due to acquisition


5,881Post-acquisition adjustments


634Asset sale


(357
)Currency translation adjustment


3,001Balance 
    December 31, 2006

$
134,766   9.
    Accounting
    for Income Taxes    2006


2005


2004Domestic

$
76,336


$
70,673


$
17,996Foreign


9,459



7,876



5,934Total

$
85,795


$
78,549


$
23,930     2006


2005


2004Federal provision at statutory rate

$
30,028


$
27,492


$
8,136U.S. tax on foreign income


272



702



779Foreign provision in excess (less)
    than U.S. tax rate


(231
)


(242
)


(20
)State taxes, net of federal benefit


1,864



1,625



1,087Extraterritorial income exclusion


(2,169
)


(55
)


(37
)Manufacturers tax credit
    deduction


(610
)


(420
)


Other


(175
)


914



344Valuation allowance


41







(3,808
)R&D tax credit


(1,275
)


(878
)


Provision for income taxes

$
27,745


$
29,138


$
6,481     2006


2005


2004Current

$
18,328


$
21,890


$
5,141Deferred


9,417



7,248



1,340Provision for income taxes

$
27,745


$
29,138


$
6,481  72




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##### Table of Contents



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


2005Current deferred tax assets:Accounts receivable

$
1,560


$
1,690Inventories


2,950



1,913Warranty costs


2,550



3,465Foreign exchange contracts


(2,947
)


(1,509
)Stock options


1,478



2,412Accrued benefits


1,830



2,639Other accruals not currently
    deductible for tax purposes


1,398



1,961Net current deferred assets

$
8,819


$
12,571Noncurrent deferred tax
    liabilities:Amortization and fixed assets

$
(24,212
)

$
(19,506
)Pension obligation


7,629



6,160Net operating loss carryforwards


1,548



2,511Foreign tax credit carryforwards


3,818



1,928Valuation allowance


(41
)


Other accruals not currently
    deductible for tax purposes


647



105Net noncurrent deferred tax
    (liabilities)

$
(10,611
)

$
(8,802
)       10.
    Segment
    Reporting  Disclosures about Segments of an Enterprise and Related
    Information
 73




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##### Table of Contents



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


2005


2004Long-lived





Long-lived





Long-livedRevenues


Assets


Revenues


Assets


Revenues


AssetsNorth America

$
800,069


$
81,930


$
636,448


$
74,633


$
272,460


$
26,918All other countries


118,682



8,458



118,033



5,782



107,985



6,047$
918,751


$
90,388


$
754,481


$
80,415


$
380,445


$
32,965       Years Ended December 31,2006


2005


2004Revenues


%


Revenues


%


Revenues


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

$
317,682



35


$
252,090



33


$




Seats and seating systems


266,401



29



241,941



32



202,469



53Trim systems and components


158,707



17



133,591



18



106,172



28Mirrors, wipers and controls


72,544



8



71,893



10



71,804



19Electronic wire harnesses and
    panel assemblies


103,417



11



54,966



7







$
918,751



100


$
754,481



100


$
380,445



100     11.
    Commitments
    and Contingencies  Leases
  Year Ending December 31,2007

$
7,4302008


7,3652009


6,1192010


5,5062011


4,738Thereafter


25,243  74




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  Litigation
  12.
    Stockholders
    Investment  Common Stock
  Preferred Stock
  Earnings Per Share Earnings per Share
  2006


2005


2004Net income applicable to common
    stockholders  basic and diluted

$
58,050


$
49,411


$
17,449Weighted average number of common
    shares outstanding


21,151



19,440



15,429Dilutive effect of outstanding
    stock options and restricted stock grants after application of
    the treasury stock method


394



257



194Dilutive shares outstanding


21,545



19,697



15,623Basic earnings per share

$
2.74


$
2.54


$
1.13Diluted earning per share

$
2.69


$
2.51


$
1.12   Dividends
  13.
    Share-Based
    Compensation  Share-Based Payment Accounting for
    Stock-Based Compensation
 75




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  Statement of Cash Flows
        2005


2004Net income, as reported

$
49,411


$
17,449(Less): Share-based compensation
    expense determined under the the fair-value-based method for all
    awards, net of related tax effects


(390
)


(69
)Pro forma net income

$
49,021


$
17,380Basic earnings per share:As reported

$
2.54


$
1.13Pro forma

$
2.52


$
1.13Diluted earnings per share:As reported

$
2.51


$
1.12Pro forma

$
2.49


$
1.11   Stock Option Grants and Restricted Stock
    Awards
   76




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
            2004 StockOption GrantsWeighted-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    77




---



##### Table of Contents



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


AggregateOptions


Weighted-Average


Contractual


IntrinsicStock Options

(000s)


Exercise Price


Life (Years)


Value (000s)Outstanding at December 31,
    2005


1,219


$
10.45






$
Granted














Exercised


(342
)


6.30







5,072Forfeited


(29
)


15.84







Outstanding at December 31,
    2006


848


$
11.94



7.5


$
8,588Exercisable at December 31,
    2006


673


$
10.92



7.4


$
6,878Nonvested, expected to vest at
    December 31, 2006


158


$
15.84



7.8


$
837     Nonvested Stock Options


Nonvested Restricted StockWeighted-Average





Weighted-AverageOptions


Grant-Date


Shares


Grant-Date(000s)


Fair Value


(000s)


Fair ValueNonvested at December 31, 2005


380


$
3.34



167


$
19.50Granted










208



20.59Vested


(176
)






(54
)


Forfeited


(29
)


3.34



(12
)


19.50Nonvested at December 31, 2006


175


$
3.34



309


$
20.21       Repurchase of Common Stock
  Form 10-K Form 10-K
   78




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    14.
    Defined
    Contribution Plans, Pension and Other Post-Retirement Benefit
    Plans  Defined Contribution Plans
  Pension and Other Post-Retirement Benefit
    Plans
    Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(r).
    BeforeApplication





After Applicationof SFAS No. 158


Adjustments


of SFAS No. 158Accrued liabilities

$
40,678


$
292


$
40,970Liability for pension benefits

$
17,106


$
5,082


$
22,188Deferred income taxes

$
12,513


$
(1,902
)

$
10,611Total liabilities

$
320,543


$
5,374


$
325,917Accumulated other comprehensive
    loss

$
2,227


$
(3,472
)

$
(1,245
)Total stockholders investment

$
268,377


$
(3,472
)

$
264,905  79




---



##### 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 Plans2006


2005


2006


2005


2006


2005Change in benefit
    obligation:Benefit obligation 
    Beginning of year

$
30,664


$



$
39,850


$
37,576


$
4,398


$
687Service cost


628



952



263



991



61



233Interest cost


1,684



1,439



2,253



1,862



164



362Plan participants
    contributions










174



605







Plan amendments


59



61











206



(447
)Curtailment (gain)


(2,193
)






(776
)






(2,057
)


(3,097
)Acquisitions/divestitures






29,567















6,454Benefits paid


(1,001
)


(538
)


(1,360
)


(1,140
)


(184
)


(211
)Actuarial (gain) loss


781



(817
)


1,189



3,914



(141
)


417Exchange rate changes










5,474



(3,958
)






Benefit obligation at end of year


30,622



30,664



47,067



39,850



2,447



4,398Change in plan
    assets:Fair value of plan
    assets  Beginning of year


19,722







29,844



28,397







Actual return on plan assets


1,061



489



3,278



3,728







Acquisitions/divestitures






18,832















Employer contributions


806



939



1,033



1,437



240



211Plan participants
    contributions










174



605







Benefits paid


(1,001
)


(538
)


(1,360
)


(1,140
)


(184
)


(211
)Risk benefit insurance premium










(55
)


(191
)






Exchange rate changes










4,099



(2,992
)






Fair value of plan assets at end
    of year


20,588



19,722



37,013



29,844



56



Funded status


(10,034
)


(10,942
)


(10,054
)


(10,006
)


(2,391
)


(4,398
)Unrecognized net (gain) loss






(81
)






9,341







55Unrecognized prior service cost














138







Net (accrued) amount recognized

$
(10,034
)

$
(11,023
)

$
(10,054
)

$
(527
)

$
(2,391
)

$
(4,343
)    80




---



##### Table of Contents



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


Other Post-RetirementU.S. Pension Plans


Pension Plans


Benefit Plans2006


2005


2006


2005


2006


2005Current liabilities

$



$



$



$



$
292


$
Noncurrent liabilities


10,034



11,023



10,054



527



2,099



4,343Net amount recognized

$
10,034


$
11,023


$
10,054


$
527


$
2,391


$
4,343     U.S. Pension Plans


Non-U.S. Pension
    Plans2006


2005


2006


2005Projected benefit obligation

$
30,622


$
30,664


$
47,067


$
39,850Accumulated benefit obligation

$
30,622


$
28,516


$
47,067


$
35,154Fair value of plan assets

$
20,588


$
19,722


$
37,013


$
29,844     Other Post-RetirementU.S. Pension Plans


Non-U.S. Pension
    Plans


Benefit Plans2006


2005


2006


2005


2004


2006


2005


2004Service cost

$
628


$
952


$
263


$
991


$
1,213


$
61


$
233


$
Interest cost


1,684



1,439



2,253



1,862



1,879



164



362



39Expected return on plan assets


(1,649
)


(1,419
)


(2,030
)


(1,931
)


(1,879
)










Amortization of prior service costs










6



17



19











Recognized actuarial loss










263



334



266







2



Curtailment loss










151



















Net periodic benefit cost

$
663


$
972


$
906


$
1,273


$
1,498


$
225


$
597


$
39     U.S. Pension





Other Post-RetirementPlans


Non-U.S. Pension
    Plans


Benefit Plans2006


2005


2006


2005


2004


2006


2005


2004Discount rate


5.75
%


5.50
%


5.00
%


5.00
%


5.50
%


5.75
%


5.50-5.75
%


5.75
%Rate of compensation increase






3.50
%






3.30
%


3.20
%










     U.S. Pension





Other Post-RetirementPlans


Non-U.S. Pension
    Plans


Benefit Plans2006


2005


2006


2005


2004


2006


2005


2004Discount rate


5.50
%


5.66
%


5.00
%


5.50
%


5.75
%


5.50-5.75
%


5.66-5.75
%


6.25
%Expected return on plan assets


8.50
%


8.50
%


6.00
%


7.50
%


7.50
%










Rate of compensation increase






3.50
%


3.30
%


3.20
%


3.00
%










  81




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  non-U.S. stocks
    Target Allocation


Pension PlansU.S.


Non-U.S.


2006


2005Equity securities


52
%


62
%


58
%


59
%Debt securities


33



18



24



28Other


15



20



18



13100
%


100
%


100
%


100
%       1 Percentage


1 PercentagePoint Increase


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

$
20


$
(19
)Other post-retirement benefit
    liability

$
102


$
(95
)    Other Post-RetirementYear

Pension Plans


Benefit Plans2007

$
1,987


$
2922008

$
2,156


$
2952009

$
2,390


$
3212010

$
2,650


$
3722011

$
2,891


$
3502012 to 2016

$
20,541


$
674    82




---



##### 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     83




---



##### 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  84




---



##### 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 INCOME






755



(4,223
)






(3,468
)INTEREST EXPENSE






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  85




---



##### 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 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 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) 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  86




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED BALANCE SHEET
    As of December 31, 2005
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


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

$



$
39,153


$
1,488


$



$
40,641Accounts receivable, net






144,793



25,657



(56,334
)


114,116Inventories, net






50,953



18,179



(79
)


69,053Prepaid expenses






(540
)


2,484



2,780



4,724Deferred income taxes






13,551



(980
)






12,571Total current assets






247,910



46,828



(53,633
)


241,105PROPERTY, PLANT AND EQUIPMENT, net






74,633



5,782







80,415INVESTMENT IN SUBSIDIARIES


328,815



752



1,715



(331,282
)


GOODWILL






103,758



21,849







125,607INTANGIBLE ASSETS, net






84,577











84,577OTHER ASSETS, net






7,692



4,487







12,179DEFERRED INCOME TAXES






10,837



1,818



(12,655
)


TOTAL ASSETS

$
328,815


$
530,159


$
82,479


$
(397,570
)

$
543,883LIABILITIES AND
    STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term
    debt

$



$
5,309


$



$



$
5,309Accounts payable






115,704



14,339



(56,334
)


73,709Accrued liabilities






37,124



3,079



2,780



42,983Total current liabilities






158,137



17,418



(53,554
)


122,001LONG-TERM DEBT, net






171,693



14,007







185,700DEFERRED TAX LIABILITIES






22,273



(816
)


(12,655
)


8,802OTHER LONG-TERM LIABILITIES






19,994



5,309







25,303Total liabilities






372,097



35,918



(66,209
)


341,806STOCKHOLDERS INVESTMENT


328,815



158,062



46,561



(331,361
)


202,077TOTAL LIABILITIES AND
    STOCKHOLDERS INVESTMENT

$
328,815


$
530,159


$
82,479


$
(397,570
)

$
543,883  87




---



##### 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  88




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##### 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) loss






(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 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   89




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##### 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, 2004
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
273,518


$
107,985


$
(1,058
)

$
380,445COST OF REVENUES






222,079



88,675



(1,058
)


309,696Gross Profit






51,439



19,310







70,749SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES






27,873



11,237







39,110AMORTIZATION EXPENSE






107











107Operating Income






23,459



8,073







31,532OTHER (INCOME)/EXPENSE






(1,457
)


(1,290
)


1,500



(1,247
)INTEREST EXPENSE






4,879



2,365







7,244LOSS ON EARLY EXTINGUISHMENT OF
    DEBT






1,605











1,605Income Before Provision for Income
    Taxes






18,432



6,998



(1,500
)


23,930PROVISION FOR INCOME TAXES






6,383



98







6,481NET INCOME

$



$
12,049


$
6,900


$
(1,500
)

$
17,449  90




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##### 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, 2004
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


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

$



$
12,049


$
6,900


$
(1,500
)

$
17,449Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization






6,086



1,481







7,567Noncash amortization of debt
    financing costs






478



44







522Loss on early extinguishment of debt






1,031











1,031Share-based compensation expense






10,125











10,125Deferred income tax provision






1,643



(303
)






1,340Noncash gain on forward exchange
    contracts










(1,291
)






(1,291
)Noncash interest expense on
    subordinated debt






481











481Change in other operating items






(3,889
)


842







(3,047
)Net cash provided by operating
    activities






28,004



7,673



(1,500
)


34,177CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of property, plant and
    equipment






(6,392
)


(2,515
)






(8,907
)Net cash used in investing
    activities






(6,392
)


(2,515
)






(8,907
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Proceeds from issuance of common
    stock under equity incentive plans






47,105











47,105Repayment of revolving credit
    facility






(62,125
)


(18,450
)






(80,575
)Borrowings under revolving credit
    facility






45,775



12,317







58,092Repayments of long-term borrowings






(100,781
)


(15,250
)






(116,031
)Long-term borrowings






52,000



14,061







66,061Repayment of subordinated debt






(3,112
)










(3,112
)Payments on capital lease
    obligations






(15
)










(15
)Other, net






(2,202
)


750



1,500



48Net cash used in financing
    activities






(23,355
)


(6,572
)


1,500



(28,427
)EFFECT OF CURRENCY EXCHANGE RATE
    CHANGES ON CASH AND CASH EQUIVALENTS






112



955







1,067NET (DECREASE) IN CASH AND CASH
    EQUIVALENTS






(1,631
)


(459
)






(2,090
)CASH AND CASH EQUIVALENTS:Beginning of period






2,025



1,461







3,486End of period

$



$
394


$
1,002


$



$
1,396  91




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##### 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)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


$
0.512005:First

$
152,415


$
26,252


$
16,679


$
10,886


$
0.61


$
0.59Second

$
196,091


$
36,142


$
25,830


$
14,185


$
0.79


$
0.78Third

$
205,859


$
36,495


$
24,566


$
11,898


$
0.58


$
0.57Fourth

$
200,116


$
35,561


$
22,453


$
12,442


$
0.59


$
0.58     (1)
    
    See Note 13 for discussion on the computation of diluted
    shares outstanding.   92




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
 93




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##### 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    94




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##### 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
         95




---



##### Table of Contents



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


50


Chairman and DirectorMervin Dunn


53


President, Chief Executive Officer
    and DirectorScott C. Arves


50


DirectorDavid R. Bovee


57


DirectorRobert C. Griffin


58


DirectorS.A. Johnson


66


DirectorRichard A. Snell


65


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




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##### Table of Contents



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

Age

Principal Position(s)Mervin Dunn


53


President, Chief Executive Officer
    and DirectorChad M. Utrup


34


Chief Financial OfficerGerald L. Armstrong


45


President   CVG Global
    TruckW. Gordon Boyd


59


President   CVG Global
    ConstructionJames F. Williams


60


Vice President of Human Resources     Mervin Dunn
  Chad M. Utrup
  Gerald L. Armstrong
 98




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##### Table of Contents



W. Gordon Boyd
  James F. Williams
      C.
    Section 16(a)
    Beneficial Ownership Reporting Compliance    Item 11.
    Executive
    Compensation   99




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##### 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


515,850


$
15.84




(3)Restricted Stock(2)


309,274








(3)Management Stock Option Plan


303,308


$
5.54



Equity compensation plans not
    approved by stockholders










Total


1,128,432


$
12.03



101,283     (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)
    
    207,700 shares of restricted stock were issued during 2006
    under our Amended and Restated Equity Incentive Plan. These
    shares of restricted stock vest in three equal annual
    installments commencing on October 20, 2007.(3)
    
    101,283 shares are available for future issuance under our
    Amended and Restated Equity Incentive Plan.    Item 13.
    Certain
    Relationships, Related Transactions and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   100




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##### 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,
    2006, 2005 and 2004
  Allowance
    for Doubtful Accounts:
    2006


2005


2004Balance  Beginning of
    the year

$
6,087


$
2,681


$
2,530Acquisition recorded


119



1,524



Provisions


4,246



4,287



2,448Utilizations


(4,963
)


(2,194
)


(2,390
)Currency translation adjustment


47



(211
)


93Balance  End of the year

$
5,536


$
6,087


$
2,681   Additional
    Purchase Liabilities Recorded in Conjunction with
    Acquisitions:
    2006


2005


2004Balance  Beginning of
    the year

$
317


$
423


$
620Provisions










Utilizations


(70
)


(106
)


(197
)Balance  End of the year

$
247


$
317


$
423   Facility
    Closure and Consolidation Costs:
    2006


2005


2004Balance  Beginning of
    the year

$
2,013


$
278


$
787Provisions






2,013



Utilizations


(1,953
)


(278
)


(509
)Balance  End of the year

$
60


$
2,013


$
278   All other schedules for which provision is made in the
    applicable accounting regulations of the SEC are not required
    under the related instructions or are inapplicable and,
    therefore, have been omitted.
 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.4
.4

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
.5

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

Investor Stockholders Agreement,
    dated October 5, 2000, by and among Bostrom Holding, Inc.,
    Onex American Holdings LLC, J2R Partners VII and the
    stockholders listed on the signature pages thereto (incorporated
    by reference to the Companys registration statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.9

Investor Stockholders Joinder
    Agreement, dated as of March 28, 2003, by and among Bostrom
    Holding, Inc. and J2RPartners 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
.10

Joinder to the Investor
    Stockholders Agreement by and among Bostrom Holding, Inc. and
    the prior stockholders of Trim Systems (incorporated by
    reference to the Companys registration statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.11

Management Stockholders Agreement,
    dated as of August 9,2004, by and among Commercial Vehicle
    Group, Inc., Onex American Holdings II LLC and the
    individuals named on Schedule I thereto (incorporated by
    reference to the Companys quarterly report on
    Form 10-Q
    (File
    No. 000-50890),
    filed on September 17, 2004).10
.12

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). 103




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##### Table of Contents



Exhibit No.

Description10
.13

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
.14

Promissory Note, dated as of
    June 28, 2001, issued by Trim Systems Operating Corp. in
    favor of 1363880 Ontario Inc., in the amount of $6,850,000
    (incorporated by reference to the Companys registration
    statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.15

Promissory Note, dated as of
    June 28, 2001, issued by Trim Systems Operating Corp. in
    favor of J2R Partners II-B, LLC, in the amount of $150,000
    (incorporated by reference to the Companys registration
    statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.16*

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*

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
.18*

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
.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*

Employment agreement, dated as of
    May 16, 1997, with Donald P. Lorraine (incorporated by
    reference to the Companys registration statement on
    Form S-1
    (File
    No. 333-15708),
    filed on May 21, 2004).10
.21

Recapitalization Agreement, dated
    as of August 4, 2004, by and among Commercial Vehicle
    Group, Inc. and the stockholders listed on the signature pages
    thereto (incorporated by reference to the Companys
    quarterly report on
    Form 10-Q
    (File
    No. 000-50890),
    filed on September 17,2004).10
.22

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
.23

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
.24

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
.25

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
.26*

Commercial Vehicle Group, Inc.
    2006 Bonus Plan (incorporated by reference to the Companys
    current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on March 28, 2006).10
.27*

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
.28*

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
.29*

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). 104




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##### Table of Contents



Exhibit No.

Description10
.30*

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
.31*

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
.32*

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
.33*

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
.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).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




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##### Table of Contents



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

Title

Date/s/  SCOTT
    D. RUEDScott
    D. Rued

Chairman and Director

March 13, 2007/s/  MERVIN
    DUNNMervin
    Dunn

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

March 13, 2007/s/  SCOTT
    C. ARVESScott
    C. Arves

Director

March 13, 2007/s/  DAVID
    R. BOVEEDavid
    R. Bovee

Director

March 13, 2007/s/  ROBERT
    C. GRIFFINRobert
    C. Griffin

Director

March 13, 2007/s/  S.A.
    JOHNSONS.A.
    Johnson

Director

March 13, 2007/s/  RICHARD
    A. SNELLRichard
    A. Snell

Director

March 13, 2007/s/  CHAD
    M. UTRUPChad
    M. Utrup

Chief Financial Officer
    (Principal
    Financial and Accounting Officer)

March 13, 2007  106