##### 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, 2010

001-34365       COMMERCIAL VEHICLE GROUP,
    INC.
 (Exact name of Registrant as
    specified in its charter)
  Delaware(State of
    Incorporation)

41-1990662(I.R.S. Employer
    Identification No.)7800 Walton Parkway
    New Albany, Ohio(Address of Principal
    Executive Offices)

43054(Zip
    Code)   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-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K




---



##### 





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

Business


1Item 1A.

Risk Factors


19Item 1B.

Unresolved Staff Comments


30Item 2.

Properties


30Item 3.

Legal Proceedings


31Item 4.

Reserved


31PART IIItem 5.

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


32Item 6.

Selected Financial Data


35Item 7.

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


37Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


51Item 8.

Financial Statements and Supplementary Data


53Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


98Item 9A.

Controls and Procedures


98Item 9B.

Other Information


101PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


101Item 11.

Executive Compensation


103Item 12.

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


103Item 13.

Certain Relationships, Related Transactions and
    Director Independence


103Item 14.

Principal Accountant Fees and Services


103PART IVItem 15.

Exhibits and Financial Statements Schedules


104SIGNATURES


110EX-2.4EX-4.6EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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




---



##### Table of Contents



PART I  Item 1.
    Business  Overview
           1




---



##### Table of Contents



Industry
    Commercial
    Vehicle Supply Market Overview
    (4) just-in-time
    North
    American Commercial Truck Market
   2




---



##### Table of Contents



2001


2002


2003


2004


2005


2006


2007


2008


2009


2010(Thousands of units)Class 8 heavy trucks


146



181



182



269



339



376



212



206



118



154Class 5-7
    light and medium-duty trucks


189



202



197



235



253



275



206



158



98



118Total


335



383



379



504



592



651



418



364



216



272         Class 8
    Truck Market
  just-in-time
     3




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##### Table of Contents



North
    American Class 8 Truck Build Rates
    (In thousands)
  
  
    Economic Conditions.
  Truck Freight Growth.
  Total
    U.S. Freight Composite
    (In billions)
  
  
 4




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##### Table of Contents



Truck Replacement Cycle and Fleet Aging. less-than-truckload
  Average
    Age of Active U.S. Class 8 Trucks
    (In years)
  
  
  Commercial
    Truck Aftermarket
    Commercial
    Construction Vehicle Market
     5




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##### Table of Contents



Military
    Equipment Market
    Commercial
    Vehicle Industry Trends
    Globalization of Suppliers.
  Shift of Design, Engineering and Research and Development to
    Suppliers.
  Broad Manufacturing Capabilities.
  Ongoing Supplier Consolidation.
  Competitive
    Strengths
    Leading Market Positions and Brands. tm ® ® ® ® tm tm ®
  Comprehensive Cab Product and Cab System
    Solutions.
 6




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##### Table of Contents



End-User Focused Product Innovation.
  Flexible Manufacturing Capabilities. just-in-time
  Global Capabilities.
  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.
 7




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##### Table of Contents



tm
  Capitalize on Operating Leverage.
  Grow Sales to the Aftermarket.
  Pursue Strategic Acquisitions and Continue to Diversify
    Revenues.
  Products
    Form 10-K
    Seats and Seating Systems.
 8




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##### Table of Contents



Heavy Truck Seats.
    Construction and Other Commercial Vehicle
    Seats.
  Other Seating Products.
  Electronic Wire Harnesses and Panel
    Assemblies.
  Electronic Wire Harnesses.
  Panel Assemblies.
  Trim Systems and Components.
  Trim Products.
 9




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##### Table of Contents



Instrument Panels.
  Body Panels (Headliners/Wall
    Panels).
  Storage Systems.
  Floor Covering Systems.
  Sleeper Bunks.
  Grab Handles and Armrests.
  Privacy Curtains.
  Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.
  Cab Structures.
  Sleeper Boxes. E-coat
  Bumper Fascias and Fender Liners.
 10




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##### Table of Contents



Body Panels and Structural Components.
  Mirrors, Wipers and Controls.
  Mirrors. tm
  Windshield Wiper Systems.
  Controls.
  Manufacturing
    
    Seats and Seating Systems.  Our seating
    operations utilize a variety of manufacturing techniques whereby
    foam and various other components along with fabric, vinyl or
    leather are affixed to an underlying seat frame. We also
    manufacture and assemble the seat frame, which involves complex
    welding. Generally, we utilize outside suppliers to produce the
    individual components used to assemble the seat frame.
    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.
    Trim Systems and Components.  Our interior
    systems process capabilities include injection molding,
    low-pressure injection molding, urethane molding and foaming
    processes, compression molding, heavy-gauge thermoforming and
    vacuum forming, as well as various cutting, sewing, trimming and
    finishing methods.
    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, we have facilities with 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. We also have large
    press lines which provide us with the in-house manufacturing
    flexibility for both aluminum and steel stampings delivered
    just-in-time
    to our cab assembly plants.
    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.   11




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##### Table of Contents



just-in-time
      Raw
    Materials and Suppliers
    
    Seats and Seating Systems.  The principal raw
    materials used in our seat systems include steel, aluminum and
    foam related products and are generally readily available and
    obtained from multiple suppliers under various supply
    agreements. Leather, vinyl, fabric and certain components are
    also purchased from multiple suppliers under supply agreements.
    Typically, our supply agreements are for a term of at least one
    year and are terminable by us for breach or convenience. 12




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##### Table of Contents




    Electronic Wire Harnesses and Panel
    Assemblies.  The principal raw materials used to
    manufacture our electronic wire harnesses are cable, connectors,
    terminals, switches, relays and various covering techniques
    involving braided yarn, braided copper, slit and non-slit
    conduit and foam molded via the reaction injection molding
    process. These raw materials are obtained from multiple
    suppliers and are generally readily available.
    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 typically one year or more and terminable by
    us for breach or convenience.
    Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.  The principal raw materials used in
    our cab structures, sleeper boxes, body panels and structural
    components are steel and aluminum, the majority of which we
    purchase in sheets and stamp at our Shadyside, Ohio facility.
    These raw materials are generally readily available and obtained
    from several suppliers, typically under purchase contracts which
    fix price and supply for up to one year.
    Mirrors, Wipers and Controls.  The principal
    raw materials used to manufacture our mirrors, wipers and
    controls are steel, stainless steel and rubber, which are
    generally readily available and obtained from multiple
    suppliers. We also purchase
    sub-assembled
    products such as motors for our wiper systems and mirrors.    Customers
    and Marketing
      2010


2009


2008Heavy Truck OEM


40
%


48
%


44
%Construction


23



15



24Aftermarket and OEM Service


14



14



12Military


9



10



8Bus


3



4



3Agriculture


1



1



1Other


10



8



8Total


100
%


100
%


100
%  13




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##### Table of Contents



2010


2009


2008PACCAR


12
%


14
%


12
%Caterpillar


12



7



11Volvo / Mack


11



10



10International (Navistar)


11



16



15Daimler Trucks


11



9



11Oshkosh Corporation


8



8



5Deere & Co.


3



2



2Komatsu


3



2



3Skoda


2



2



1Other


27



30



30Total


100
%


100
%


100
%            14




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##### Table of Contents



Backlog
    Competition
    Seats and Seating Systems.
  Electronic Wire Harnesses and Panel
    Assemblies.
  Trim Systems and Components.
  Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.
  Mirrors, Wipers and Controls.
 15




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Research
    and Development
  state-of-the-art state-of-the-art
          Intellectual
    Property
    tm ® ® ® ® tm tm ®
  Seasonality
    Employees
   16




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Environmental
    Matters
        Government
    Regulations
    Available
    Information
   17




---



##### Table of Contents



Form 10-K, Form 10-Q, Form 8-K Form 10-K
  Executive
    Officers of Registrant
    Name

Age

Principal Position(s)Gerald L. Armstrong


49


Executive Vice President and President & General
    Manager of Cab SystemsW. Gordon Boyd


63


Executive Vice President and President of Seating SystemsMervin Dunn


57


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


44


Executive Vice President and President & General
    Manager of Electrical SystemsChad M. Utrup


38


Executive Vice President, Chief Financial Officer and Secretary     Gerald L. Armstrong
  W. Gordon Boyd
  Mervin Dunn
 18




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##### Table of Contents



Kevin R.L. Frailey
  Chad M. Utrup
  Item 1A.
    Risk
    Factors      
    The agreement governing our revolving credit facility
    contains financial covenants, and that agreement and the
    agreement governing our second lien term loan (the second
    lien term loan), the indenture governing the 11%/13% third
    lien senior secured notes (the third lien notes) and
    the indenture governing the 8.0% senior notes due 2013 (the
    8% senior notes) contain other covenants that
    may restrict our current and future operations, particularly our
    ability to respond to changes in our business or to take certain
    actions. If we are unable to comply with these covenants, our
    business, results of operations and liquidity could be
    materially and adversely affected.   19




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##### Table of Contents




    incur liens;
    incur or assume additional debt or guarantees or issue preferred
    stock;
    pay dividends, or make redemptions and repurchases, with respect
    to capital stock;
    prepay, or make redemptions and repurchases of, subordinated
    debt;
    make loans and investments;
    make capital expenditures;
    engage in mergers, acquisitions, asset sales, sale/leaseback
    transactions and transactions with affiliates;
    change the business conducted by us or our subsidiaries; and
    amend the terms of subordinated debt.    
    Our substantial amount of indebtedness may adversely affect
    our cash flow and our ability to operate our business, remain in
    compliance with debt covenants and make payments on our
    indebtedness.    
    make it more difficult for us to satisfy our obligations with
    respect to our indebtedness, including the revolving credit
    facility, the second lien term loan, the third lien notes and
    the 8% senior 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 revolving credit facility, the Second Lien
    Credit Agreement and the indentures governing the third lien
    notes and the 8% senior notes;
    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.   20




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
    Our ability to generate cash depends on many factors beyond
    our control, and any failure to meet our debt service
    obligations could harm our business, financial condition and
    results of operations. We may not be able to refinance or
    restructure our indebtedness before it becomes due.      
    Provisions in our charter documents and Delaware law could
    discourage potential acquisition proposals, could delay, deter
    or prevent a change in control and could limit the price certain
    investors might be willing to pay for our stock.    
    a classified board of directors with staggered terms;
    a prohibition on stockholder action through written consents;
    a requirement that special meetings of stockholders be called
    only by the board of directors;
    advance notice requirements for stockholder proposals and
    director nominations;
    limitations on the ability of stockholders to amend, alter or
    repeal the by-laws; and
    the authority of the board of directors to issue, without
    stockholder approval, preferred stock with such terms as the
    board of directors may determine and additional shares of our
    common stock.   21




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
    Volatility and cyclicality in the commercial vehicle market
    could adversely affect us.    
    Our results of operations could be significantly adversely
    affected by a continuing, or any future, downturn in the
    U.S. and global economy.        
    Current economic conditions and disruptions in the credit and
    financial markets could have an adverse effect on our business,
    financial condition and results of operations.   22




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
    Our profitability could be adversely affected if the actual
    production volumes for our customers vehicles are
    significantly lower than expected.    
    Our major OEM customers may exert significant influence over
    us.    
    We may be unable to successfully implement our business
    strategy and, as a result, our businesses and financial position
    and results of operations could be materially and adversely
    affected.     23




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##### Table of Contents




    If we are unable to obtain raw materials at favorable prices,
    it could adversely impact our results of operations and
    financial condition.    
    We may be unable to complete additional strategic
    acquisitions or we may encounter unforeseen difficulties in
    integrating acquisitions.    
    We may be adversely impacted by labor strikes, work stoppages
    and other matters.      
    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 effect on our
    financial condition and results of operations.   24




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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.   25




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##### Table of Contents




    Currency exchange rate fluctuations could have an adverse
    effect on our revenues and results of operations.    
    We are subject to certain risks associated with our foreign
    operations.    
    the difficulty of enforcing agreements and collecting
    receivables through certain foreign legal systems;
    foreign customers, who may have longer payment cycles than
    customers in the U.S.;
    tax rates in certain foreign countries, which may exceed those
    in the U.S. withholding requirements or the imposition of
    tariffs, exchange controls or other restrictions, including
    restrictions on repatriation, on foreign earnings;
    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 U.S. 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.     26




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##### Table of Contents




    Our products may be rendered less attractive by changes in
    competitive technologies.    
    If we are unable to recruit or retain skilled personnel, or
    if we lose the services of any of our key management personnel,
    our business, operating results and financial condition could be
    materially adversely affected.    
    We have only limited protection for our proprietary rights in
    our intellectual property, which makes it difficult to prevent
    third parties from infringing upon our rights.      
    Our products may be susceptible to claims by third parties
    that our products infringe upon their proprietary rights.  and/or
 27




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
    The market price of our common stock may continue to 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
    common stock.  quarter-to-quarter year-to-year.
  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.     28




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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 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.    
    A reduction in workforce and the closure of certain
    manufacturing, warehousing and assembly facilities. The
    facilities closed included an assembly and sequencing facility
    in Kent, Washington; seat sequencing and assembly facility in
    Statesville, North Carolina; manufacturing facility in Lake
    Oswego, Oregon; inventory and product warehouse in Concord,
    North Carolina; and seat assembly and distribution facility in
    Seneffs, Belgium. The decision to reduce our workforce was the
    result of the extended downturn of the global economy and, in
    particular, the commercial vehicle markets. We substantially
    completed these activities as of December 31, 2009.
    The closure of our Vancouver, Washington manufacturing facility.
    The decision to close the facility was the result of the
    extended downturn of the global economy and, in particular, the
    commercial vehicle markets. We substantially completed this
    closure as of December 31, 2009.
    The closure and consolidation of one of our facilities located
    in Liberec, Czech Republic and the closing of our Norwalk, Ohio
    truck cab assembly facility. The closure and consolidation of
    our Liberec, Czech Republic facility was a result of
    managements continued focus on reducing fixed costs and
    eliminating excess capacity. The closure of this facility was
    substantially completed as of December 31, 2009. The
    closure of our Norwalk, Ohio facility was a result of
    Navistars decision to insource the cab assembly operations
    into its existing assembly facility in Escobedo, Mexico. We
    substantially completed the Norwalk closure as of
    September 30, 2010. 29




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##### Table of Contents




    Our earnings may be adversely affected by changes to the
    carrying values of our tangible and intangible assets as a
    result of recording any impairment charges deemed necessary.    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    ApproximateLocation

Primary Product/Function

Square Footage

Ownership InterestDouglas, Arizona

Warehouse

20,000 sq. ft.

LeasedMonona, Iowa

Wire Harness Assembly

62,000 sq. ft.

OwnedEdgewood, Iowa

Wire Harness Assembly

36,000 sq. ft.

LeasedDekalb, Illinois

Wire Harness Assembly

60,000 sq. ft.

LeasedMichigan City, Indiana

Wipers, Switches

87,000 sq. ft.

LeasedWixom, Michigan

Engineering

3,000 sq. ft.

LeasedKings Mountain, North Carolina

Cab, Sleeper Box, Assembly

180,000 sq. ft.

OwnedStatesville, North Carolina (2 facilities)

Interior Trim and Warehouse

235,000 sq. ft.

LeasedConcord, North Carolina (2 facilities)

Injection Molding

155,000 sq. ft.

LeasedNorwalk, Ohio (2 facilities)

Idle

340,000 sq. ft.

Owned/LeasedShadyside, Ohio

Stamping of Steel and Aluminum Structural and Exposed Stamped
    Components

200,000 sq. ft.

OwnedChillicothe, Ohio

Interior Trim

62,000 sq. ft.

OwnedNew Albany, Ohio

Corporate Headquarters/R&D

89,000 sq. ft.

LeasedTigard, Oregon (2 facilities)

Interior Trim and Warehouse

91,000 sq. ft.

LeasedVonore, Tennessee

Seats, Mirrors

200,000 sq. ft.

OwnedTellico Plains, Tennessee

Cut and Sew

148,000 sq. ft.

LeasedPikeville, Tennessee

Warehouse

15,000 sq. ft.

LeasedDublin, Virginia (2 facilities)

Interior Trim and Warehouse

89,000 sq. ft.

Owned/LeasedVancouver, Washington (2 facilities)

Interior Trim and Warehouse

18,000 sq. ft.

LeasedKent, Washington

Engineering and Warehouse

14,000 sq. ft.

LeasedAgua Prieta, Mexico (2 facilities)

Wire Harness Assembly

205,000 sq. ft.

Leased 30




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##### Table of Contents



ApproximateLocation

Primary Product/Function

Square Footage

Ownership InterestNorthampton, United Kingdom

Seat Assembly

210,000 sq. ft.

LeasedBrisbane, Australia

Seat Assembly

50,000 sq. ft.

LeasedMackay, Australia

Seat Assembly

10,000 sq. ft.

LeasedMelbourne, Australia

Seat Assembly

12,000 sq. ft.

LeasedShanghai, China (2 facilities)

Seat Assembly

76,500 sq. ft.

LeasedBrandys nad Orlici, Czech Republic

Seat Assembly

52,000 sq. ft.

OwnedLiberec, Czech Republic

Wire Harness Assembly

104,000 sq. ft.

LeasedKamyanets-Podilsky, Ukraine

Wire Harness Assembly

46,000 sq. ft.

Leased       Item 3.
    Legal
    Proceedings    Item 4.
    Reserved 31




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##### Table of Contents



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

LowYear Ended December 31, 2010:Fourth Quarter

$
18.52


$
9.63Third Quarter

$
11.64


$
8.71Second Quarter

$
13.69


$
7.00First Quarter

$
7.89


$
4.69Year Ended December 31, 2009:Fourth Quarter

$
8.08


$
4.43Third Quarter

$
7.70


$
4.16Second Quarter

$
1.94


$
0.51First Quarter

$
1.62


$
0.40      32




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##### Table of Contents



COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    Commercial Vehicle Group, Inc., The NASDAQ Composite index
    and Commercial Vehicle Supplier Composite index
  
  *
    Based on $100 invested on December 31, 2005 in stock or
    index, including reinvestment of dividends.  12/31/05



12/31/06



12/31/07



12/31/08



12/31/09



12/31/10Commercial Vehicle Group, Inc.



100.00




116.08




77.21




4.95




31.90




86.53NASDAQ Composite



100.00




111.74




124.67




73.77




107.12




125.93Commercial Vehicle Supplier Composite



100.00




120.68




186.99




88.48




136.17




272.19    33




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##### Table of Contents



(c) TotalNumber of

(d) MaximumShares (or

Number (orUnits)

ApproximatePurchased as

Dollar Value) ofPart of

Shares (or Units)(a) Total

(b) Average

Publicly

that May Yet BeNumber of

Price Paid

Announced

Purchased UnderShares (or Units)

per Share

Plans or

the Plans orPurchased

(or Unit)

Programs

PrgramsMonth #1(October 1, 2010 through October 31, 2010)


154,534


$
11.39







Month #2(November 1, 2010 through November 30, 2010)














Month #3(December 1, 2010 through December 31, 2010)














     Unregistered
    Sales of Equity Securities
        Date Exercised

Shares IssuedOctober 25, 2010


3,827    34




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K.
  Material
    Events Affecting Financial Statement Comparability:
  Form 10-K Form 10-K Form 10-K/A Form 10-K
  Years Ended December 31,2010


2009


2008


2007


2006(Dollars in thousands, except share and per share data)Statement of Operations Data:Revenues

$
597,779


$
458,569


$
763,489


$
696,786


$
918,751Cost of revenues


522,982



448,912



689,284



620,145



768,913Gross profit


74,797



9,657



74,205



76,641



149,838Selling, general and administrative expenses


56,111



47,874



62,764



55,493



51,950Amortization expense


240



389



1,379



894



414Gain on sale of long-lived asset










(6,075
)






Goodwill and intangible asset impairment






30,135



207,531







Long-lived asset impairment






17,272











Restructuring charges


1,730



3,651







1,433



Operating income (loss)


16,716



(89,664
)


(191,394
)


18,821



97,474Other (income) expense


(4,780
)


(11,119
)


13,945



9,361



(3,468
)Interest expense


16,834



15,133



15,389



14,147



14,829Loss on early extinguishment of debt






1,254







149



318Expense relating to debt exchange






2,902











Income (loss) before income taxes


4,662



(97,834
)


(220,728
)


(4,836
)


85,795(Benefit) provision for income taxes


(1,825
)


(16,299
)


(13,969
)


(1,585
)


27,745Net income (loss)

$
6,487


$
(81,535
)

$
(206,759
)

$
(3,251
)

$
58,050Income (loss) per share:Basic

$
0.25


$
(3.74
)

$
(9.58
)

$
(0.15
)

$
2.74Diluted

$
0.24


$
(3.74
)

$
(9.58
)

$
(0.15
)

$
2.69Weighted average common shares outstanding:Basic


26,247



21,811



21,579



21,439



21,151Diluted


26,994



21,811



21,579



21,439



21,545 35




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##### Table of Contents



Years Ended December 31,2010


2009


2008


2007


2006(Dollars in thousands, except share and per share data)Balance Sheet Data (at end of each period):Working capital (current assets less current liabilities)

$
116,077


$
75,785


$
87,669


$
117,172


$
135,368Total assets


286,207



250,509



354,761



599,089



590,822Total liabilities, excluding debt


121,332



125,630



145,924



174,029



163,803Total debt


164,987



162,644



164,895



159,725



162,114Total stockholders (deficit) investment


(112
)


(37,765
)


43,942



265,335



264,905Other Data:Net cash provided by (used in):Operating activities

$
17,563


$
18,181


$
9,743


$
47,575


$
36,922Investing activities


(9,955
)


(7,745
)


(10,134
)


(53,292
)


(27,625
)Financing activities


24,730



(5,616
)


5,043



(2,394
)


(27,952
)Depreciation and amortization


11,564



16,667



19,062



16,425



14,983Capital expenditures, net


10,645



6,140



12,523



17,274



22,389North American Heavy-duty (Class 8) Truck Production
    (units)(1)


154,000



118,000



206,000



212,000



376,000     (1)
    
    Source: ACT N.A. Commercial Vehicle OUTLOOK (February 2011). 36




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##### 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
           37




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##### Table of Contents




    adjusting our hourly and salaried workforce to optimize costs in
    line with our production levels;
    sourcing efforts in Mexico, Europe and Asia;
    consolidating our supply base to improve purchasing leverage;
    eliminating excess production capacity through the closure and
    consolidation of manufacturing, warehousing or assembly
    facilities;
    improving our manufacturing cost basis by locating production in
    low-cost regions of the world; and
    implementing Lean Manufacturing and TQPS initiatives to improve
    operating efficiency and product quality.   38




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##### Table of Contents



Critical
    Accounting Policies and Estimates
  Form 10-K.
  Risk
    Factors Form 10-K
  Revenue Recognition and Sales Commitments 
   39




---



##### Table of Contents



Inventory Reserves first-in,
  Intangible and Long-Lived Assets 
  Form 10-K.
  Income Taxes 
  Warranty Reserves 
  Pension and Other Post-Retirement Benefit
    Plans
  Our Assumptions
   40




---



##### Table of Contents




    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, 2010:Discount rate

$
(339
)

$
513Expected long-term rate of return on plan assets

$
(507
)

$
507(Decrease) increase due to change in assumptions used to
    determine benefit obligations for the year ended
    December 31, 2010:Discount rate

$
(10,346
)

$
13,117   Health Care Cost Trend Rates
    1 Percentage

1 PercentagePoint Increase

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

$
11


$
(11
)Other post-retirement benefit liability

$
60


$
(55
)  41




---



##### Table of Contents



Recently
    Issued Accounting Pronouncements
  Form 10-K and/or
  Results
    of Operations
    2010


2009


2008Revenues


100.0
%


100.0
%


100.0
%Cost of revenues


87.5



97.9



90.3Gross profit


12.5



2.1



9.7Selling, general and administrative expenses


9.4



10.4



8.2Amortization expense






0.1



0.2Gain on sale of long-lived asset










(0.8
)Goodwill and intangible asset impairment






6.6



27.2Long-lived asset impairment






3.8



Restructuring charges


0.3



0.8



Operating income (loss)


2.8



(19.6
)


(25.1
)Other (expense) income


(0.8
)


(2.4
)


1.8Interest expense


2.8



3.3



2.0Loss on early extinguishment of debt






0.3



Expense relating to debt exchange






0.6



Income (loss) before income taxes


0.8



(21.4
)


(28.9
)Benefit for income taxes


(0.3
)


(3.6
)


(1.8
)Net income (loss)


1.1
%


(17.8
)%


(27.1
)%   Year
    Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
  Revenues.
  
    a 30% 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 resulting in approximately $67.8 million of
    increased revenues;
    increase in production levels due to higher global demand in our
    European, Australian and Asian markets resulting in
    approximately $73.8 million of increased revenues; and
    unfavorable foreign exchange fluctuations from the translation
    of our foreign operations into U.S. Dollars resulting in a
    decrease of approximately $2.4 million of revenues.  Gross Profit.
  Selling, General and Administrative
    Expenses.
 42




---



##### Table of Contents



Amortization Expense.
  Goodwill and Intangible Asset Impairment.
  Long-Lived Asset Impairment.
  Restructuring Charges.
  Other Income. marked-to-market
  Interest Expense.
  Loss on Early Extinguishment of Debt.
  Expense Relating to Debt Exchange.
  Benefit for Income Taxes.
  Net Income.
 43




---



##### Table of Contents



Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Revenues.
  
    a 42% decrease in North American heavy-duty
    (class 8) truck production, fluctuations in production
    levels for other North American end markets and net new business
    awards resulted in approximately $192.6 million of
    decreased revenues;
    fluctuations in production levels due to lower global demand in
    our European, Australian and Asian markets of approximately
    $98.3 million; and
    unfavorable foreign exchange fluctuations from the translation
    of our foreign operations into U.S. Dollars of
    approximately $14.0 million.  Gross Profit.
  Selling, General and Administrative
    Expenses.
  Amortization Expense.
  Gain on Sale of Long-Lived Assets.
  Goodwill and Intangible Asset Impairment.
  Long-Lived Asset Impairment.
  Restructuring Charges.
  Other (Income) Expense. marked-to-market
 44




---



##### Table of Contents



Interest Expense.
  Loss on Early Extinguishment of Debt.
  Expense Relating to Debt Exchange.
  Benefit for Income Taxes.
  Net Loss.
  Liquidity
    and Capital Resources
  Cash
    Flows
       45




---



##### Table of Contents



Debt
    and Credit Facilities
    
    $97.8 million of 8.0% senior notes due 2013;
    $13.8 million ($16.8 million principal amount, net of
    $3.0 million of original issue discount) of 15% second lien
    term loan due 2012;
    $47.6 million ($42.1 million principal amount, net of
    $5.5 million of issuance premium) of 11%/13% third lien
    secured notes due 2013; and
    $5.8 million of
    paid-in-kind
    interest on the 11%/13% third lien secured notes due 2013.  Revolving Credit Facility
        Third Amendment to Revolving Credit Facility
    Domestic Base


LIBORLevel

Ratio

Rate Loans


Revolver LoansIII

£
    1.25 to 1.00


2.00
%


3.00
%II

3
    1.25 to 1.00 but < 1.75 to 1.00


1.75
%


2.75
%I

3
    1.75 to 1.00


1.50
%


2.50
%    46




---



##### Table of Contents



Terms,
    Covenants and Compliance Status
         47




---



##### Table of Contents



Second Lien Credit Agreement
           48




---



##### Table of Contents



Notes Exchange
    11%/13% Third Lien Senior Secured Notes due 2013
    pay-in-kind
         49




---



##### Table of Contents



8% Senior Notes Due 2013
  pari passu
    Covenants
    and Liquidity
     50




---



##### 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

$
162,566


$



$
162,566


$



$
Estimated interest payments


37,584



17,570



20,014







Operating lease obligations


48,565



10,628



15,451



10,475



12,011Pension and other post-retirement funding


39,707



3,232



6,587



7,280



22,608Total

$
288,422


$
31,430


$
204,618


$
17,755


$
34,619           Off-Balance
    Sheet Arrangements
  year-to-year
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Risk
     51




---



##### Table of Contents



Foreign
    Currency Risk
  marked-to-market
  Form 10-K.
    Foreign
    Currency Transactions
      Effects
    of Inflation
   52




---



##### 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


54Consolidated Balance Sheets as of
    December 31, 2010 and 2009


55Consolidated Statements of Operations for the
    years ended December 31, 2010, 2009 and 2008


56Consolidated Statements of Stockholders
    (Deficit) Investment for the years ended December 31, 2010,
    2009 and 2008


57Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


58Notes to Consolidated Financial Statements


59Item 15  Exhibits and Financial Statement
    Schedules


104  53




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated Framework
      54




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 December 31,
    2010 and 2009
  2010


2009(In thousands, exceptshare and per shareamounts)ASSETSCURRENT ASSETS:Cash

$
42,591


$
9,524Accounts receivable, net of reserve for doubtful accounts of
    $2,717 and $1,812, respectively


91,101



74,063Inventories


66,622



58,051Prepaid expenses and other, net


11,109



26,781Total current assets


211,423



168,419PROPERTY, PLANT AND EQUIPMENTLand and buildings


24,781



26,740Machinery and equipment


122,171



120,476Construction in progress


9,514



5,584Less accumulated depreciation


(97,145
)


(90,485
)Property, plant and equipment, net


59,321



62,315INTANGIBLE ASSETS, net of accumulated amortization of $2,245 and
    $2,006, respectively


3,848



4,087OTHER ASSETS, net


11,615



15,688TOTAL ASSETS

$
286,207


$
250,509LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accounts payable

$
61,216


$
59,657Accrued liabilities


34,130



32,977Total current liabilities


95,346



92,634LONG-TERM DEBT


164,987



162,644PENSION AND OTHER POST-RETIREMENT BENEFITS


23,343



26,915OTHER LONG-TERM LIABILITIES


2,643



6,081Total liabilities


286,319



288,274COMMITMENTS AND CONTINGENCIES (Note 13)STOCKHOLDERS DEFICIT: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;
    27,756,759 and 22,070,531 shares issued and outstanding,
    respectively


280



221Treasury stock purchased from employees; 285,208 shares and
    130,674 shares, respectively


(2,851
)


(1,090
)Additional paid-in capital


215,491



186,291Retained loss


(193,359
)


(199,846
)Accumulated other comprehensive loss


(19,673
)


(23,341
)Total stockholders deficit


(112
)


(37,765
)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT

$
286,207


$
250,509    55




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS
    
    Years Ended December 31, 2010, 2009 and 2008
  2010


2009


2008(In thousands, except share and per share amounts)REVENUES

$
597,779


$
458,569


$
763,489COST OF REVENUES


522,982



448,912



689,284Gross Profit


74,797



9,657



74,205SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


56,111



47,874



62,764AMORTIZATION EXPENSE


240



389



1,379GAIN ON SALE OF LONG-LIVED ASSETS










(6,075
)GOODWILL AND INTANGIBLE ASSET IMPAIRMENT






30,135



207,531LONG-LIVED ASSET IMPAIRMENT






17,272



RESTRUCTURING COSTS


1,730



3,651



Operating Income (Loss)


16,716



(89,664
)


(191,394
)OTHER (INCOME) EXPENSE


(4,780
)


(11,119
)


13,945INTEREST EXPENSE


16,834



15,133



15,389LOSS ON EARLY EXTINGUISHMENT OF DEBT






1,254



EXPENSE RELATING TO DEBT EXCHANGE






2,902



Income (Loss) Before Benefit for Income Taxes


4,662



(97,834
)


(220,728
)BENEFIT FOR INCOME TAXES


(1,825
)


(16,299
)


(13,969
)NET INCOME (LOSS)

$
6,487


$
(81,535
)

$
(206,759
)INCOME (LOSS) PER COMMON SHARE:Basic

$
0.25


$
(3.74
)

$
(9.58
)Diluted

$
0.24


$
(3.74
)

$
(9.58
)WEIGHTED AVERAGE SHARES OUTSTANDING:Basic


26,247



21,811



21,579Diluted


26,994



21,811



21,579    56




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS
    (DEFICIT) INVESTMENT 
    Years Ended December 31, 2010, 2009 and 2008
  Retained


Accum.Additional


Earnings


OtherCommon Stock


Treasury


Paid-In


(Accum.


Comp.Shares


Amount


Stock


Capital


Deficit)


Loss


Total(In thousands, except share data)BALANCE  December 31, 2007


21,536,814


$
215


$
(414
)

$
177,421


$
88,818


$
(705
)

$
265,335Issuance of restricted stock


227,922



2



















2Surrender of common stock by employees


(18,321
)






(41
)














(41
)Share-based compensation expense














3,782











3,782Excess tax benefit  equity transactions














(355
)










(355
)Comprehensive loss:Net loss


















(206,759
)






(206,759
)Foreign currency translation adjustment






















(13,077
)


(13,077
)Minimum pension liability adjustment, net of tax






















(4,742
)


(4,742
)Derivative instruments






















167



167Total comprehensive loss


























(224,411
)Adjustment to initially apply FAS 158, net of tax


















(370
)






(370
)BALANCE  December 31, 2008


21,746,415


$
217


$
(455
)

$
180,848


$
(118,311
)

$
(18,357
)

$
43,942Issuance of restricted stock


408,316



4



















4Surrender of common stock by employees


(84,200
)






(635
)














(635
)Share-based compensation expense














2,831











2,831Issuance of stock warrants














2,561











2,561Excess tax benefit  equity transactions














51











51Comprehensive loss:Net loss


















(81,535
)






(81,535
)Foreign currency translation adjustment






















150



150Minimum pension liability adjustment, net of tax






















(5,134
)


(5,134
)Total comprehensive loss


























(86,519
)BALANCE  December 31, 2009


22,070,531


$
221


$
(1,090
)

$
186,291


$
(199,846
)

$
(23,341
)

$
(37,765
)Exercise of common stock under stock option and equity incentive
    plan


203,565



2







1,124











1,126Issuance of restricted stock


567,536



6



















6Surrender of common stock by employees


(154,534
)






(1,761
)














(1,761
)Public offering of common stock


4,370,000



44







25,315











25,359Share-based compensation expense














2,768











2,768Exercise of stock warrants


699,661



7







(7
)










Comprehensive income:Net income


















6,487







6,487Foreign currency translation adjustment






















212



212Minimum pension liability adjustment, net of tax






















3,456



3,456Total comprehensive income


























10,155BALANCE  December 31, 2010


27,756,759


$
280


$
(2,851
)

$
215,491


$
(193,359
)

$
(19,673
)

$
(112
)    57




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    Years Ended December 31, 2010, 2009 and 2008
  2010


2009


2008(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
6,487


$
(81,535
)

$
(206,759
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


11,564



16,667



19,062Noncash amortization of debt financing costs


1,514



1,448



671Loss on early extinguishment of debt






1,254



Amortization of bond discount/premium, net


(1,226
)


(550
)


Paid-in-kind
    interest


3,569



2,263



Pension plan contributions


(1,977
)


(1,735
)


(2,464
)Shared-based compensation expense


2,782



2,831



3,784(Gain) loss on sale of assets


(92
)


713



(5,786
)Deferred income tax benefit


(29
)






(1,069
)Noncash (gain) loss on forward exchange contracts


(4,334
)


(10,965
)


13,751Goodwill and intangible asset impairment






30,135



207,531Long-lived asset impairment






17,272



Change in other operating items:Accounts receivable


(17,452
)


28,190



692Inventories


(9,155
)


34,462



(533
)Prepaid expenses


17,456



(5,606
)


(5,497
)Accounts payable and accrued liabilities


6,291



(19,928
)


(14,349
)Other assets and liabilities


2,165



3,265



709Net cash provided by operating activities


17,563



18,181



9,743CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment


(10,101
)


(5,605
)


(12,110
)Proceeds from disposal/sale of property plant and equipment










7,468Proceeds from disposal/sale of other assets


102



54



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










(3,807
)Long-term supply contracts, other


44



(2,194
)


(1,685
)Net cash used in investing activities


(9,955
)


(7,745
)


(10,134
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock, net


25,359







Proceeds from issuance of common stock under equity incentive
    plans


1,132



4



Surrender of common stock by employees


(1,761
)


(635
)


(41
)Excess tax benefit from equity incentive plans






51



(355
)Repayment of revolving credit facility






(27,013
)


(210,966
)Borrowings under revolving credit facility






12,213



216,535Borrowings of long-term debt






13,121



Payments on capital lease obligations






(94
)


(130
)Debt issuance costs and other






(3,263
)


Net cash provided by (used in) financing activities


24,730



(5,616
)


5,043EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH


729



(2,606
)


(7,209
)NET INCREASE (DECREASE) IN CASH


33,067



2,214



(2,557
)CASH:Beginning of period


9,524



7,310



9,867End of period

$
42,591


$
9,524


$
7,310SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest

$
10,576


$
13,226


$
13,690Cash received for income taxes, net

$
(20,873
)

$
(4,149
)

$
(3,285
)Unpaid purchases of property and equipment included in accounts
    payable

$
544


$
535


$
413    58




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 Years Ended December 31, 2010, 2009 and 2008
  1.
    Organization    2.
    Significant
    Accounting Policies  Principles of Consolidation
  Use of Estimates
  Cash
  Accounts Receivable
  Inventories
  first-in,
 59




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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


3 to 7 yearsComputer hardware and software


3 to 5 years           held-for-sale.
    Intangible Assets  Definite-Lived
 60




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Intangible Assets 
    Indefinite-Lived
      Revenue Recognition
    Warranty
  2010


2009Balance  Beginning of the year

$
3,066


$
3,706Additional provisions recorded


1,212



1,811Deduction for payments made


(1,620
)


(2,459
)Currency translation adjustment


(5
)


8Balance  End of year

$
2,653


$
3,066   Income Taxes
 61




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive Loss
  2010


2009Foreign currency translation adjustment

$
(7,846
)

$
(8,058
)Minimum pension liability adjustment


(11,827
)


(15,283
)$
(19,673
)

$
(23,341
)   Fair Value of Financial Instruments
        Concentrations of Credit Risk
  2010


2009


2008PACCAR


12
%


14
%


12
%Caterpillar


12



7



11Volvo/Mack


11



10



10International (Navistar)


11



16



15Daimler Trucks


11



9



11Oshkosh Truck


8



8



5     Foreign Currency Translation
 62




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign Currency Forward Exchange Contracts marked-to-market
  Recently Issued Accounting Pronouncements 2010-6, 2010-6 2010-6
  3.
    Fair
    Value Measurement      2010


2009Total


Level 1


Level 2


Level 3


Total


Level 1


Level 2


Level 3Derivative assets(1)

$



$



$



$



$
66


$



$
66


$
Derivative liabilities(1)

$



$



$



$



$
4,400


$



$
4,400


$
     (1)
    
    Based on observable market transactions of spot and forward
    rates.   63




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009U.S.





U.S.U.S. $


Equivalent


U.S. $


EquivalentEquivalent


Fair Value


Equivalent


Fair ValueCommitments to buy currencies:Japanese yen

$



$



$
(345
)

$
(338
)Commitments to sell currencies:Euro

$



$



$
12,809


$
15,095Japanese yen










8,004



10,045$



$



$
20,813


$
25,140Total

$



$



$
20,468


$
24,802       Asset Derivatives2010


2009Balance Sheet




Balance SheetLocation

Fair Value


Location

Fair ValueForeign exchange contracts

Other assets

$



Other assets

$
66   Liability Derivatives2010


2009Balance Sheet




Balance SheetLocation

Fair Value


Location

Fair ValueForeign exchange contracts

Accrued liabilities

$



Accrued liabilities

$
4,400     2010


2009Location of Gain

Amount of GainRecognized in Income on

Recognized in IncomeDerivatives

on DerivativesForeign exchange contracts

Other Income

$
4,334


$
10,965     2010

2009Carrying



CarryingAmount

Fair Value

Amount

Fair ValueLong-term debt

$
164,987


$
159,376


$
162,644


$
103,473     Long-term debt.
 64




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements UsingTotal GainsTotal


Level 1


Level 2


Level 3


(Losses)Property, plant and equipment, net

$
14,576


$



$



$
14,576


$
(17,272
)Definite-lived intangible asset

$
1,300


$



$



$
1,300



(4,135
)Indefinite-lived intangible asset

$



$



$



$




(26,000
)$
(47,407
)     4.
    Business
    Combinations    5.
    Inventories    2010


2009Raw materials

$
46,194


$
41,677Work in process


12,477



8,955Finished goods


13,727



14,433Less: excess and obsolete


(5,776
)


(7,014
)$
66,622


$
58,051   6.
    Other
    Assets    2010


2009Long-term supply contracts

$
6,995


$
7,654Debt financing costs


2,302



3,816Deferred compensation


1,991



1,762Long-term tax receivable


298



2,390Other assets


29



66$
11,615


$
15,688  65




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Accrued
    Liabilities    2010


2009Compensation and benefits

$
15,870


$
9,796Interest


6,060



4,066Warranty costs


2,653



3,066Legal and professional fees


1,491



3,361Loss contracts


648



751Restructuring


1,014



1,121Foreign currency forward contracts






4,400Other


6,394



6,416$
34,130


$
32,977   8.
    Restructuring    
    A reduction in workforce and the closure of certain
    manufacturing, warehousing and assembly facilities. The
    facilities closed included an assembly and sequencing facility
    in Kent, Washington; seat sequencing and assembly facility in
    Statesville, North Carolina; manufacturing facility in Lake
    Oswego, Oregon; inventory and product warehouse in Concord,
    North Carolina; and seat assembly and distribution facility in
    Seneffs, Belgium. The decision to reduce our workforce was the
    result of the extended downturn of the global economy and, in
    particular, the commercial vehicle markets. We substantially
    completed these activities as of December 31, 2009.
    The closure of our Vancouver, Washington manufacturing facility.
    The decision to close the facility was the result of the
    extended downturn of the global economy and, in particular, the
    commercial vehicle markets. We substantially completed this
    closure as of December 31, 2009.
    The closure and consolidation of one of our facilities located
    in Liberec, Czech Republic and the closing of our Norwalk, Ohio
    truck cab assembly facility. The closure and consolidation of
    our Liberec, Czech Republic facility was a result of
    managements continued focus on reducing fixed costs and
    eliminating excess capacity. The closure of this facility was
    substantially completed as of December 31, 2009. The
    closure of our Norwalk, Ohio facility was a result of
    Navistars decision to insource the cab assembly operations
    into its existing assembly facility in Escobedo, Mexico. We
    substantially completed the Norwalk closure as of
    September 30, 2010.   66




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009Facility Exit








Facility Exitand Other








and OtherEmployee


Contractual





Employee


ContractualCosts


Costs


Total


Costs


Costs


TotalBalance  Beginning of the year

$
337


$
1,454


$
1,791


$



$



$
Provisions


449



1,281



1,730



1,961



1,690



3,651Utilizations


(685
)


(1,322
)


(2,007
)


(1,624
)


(236
)


(1,860
)Currency






(51
)


(51
)










Balance  End of the year

$
101


$
1,362


$
1,463


$
337


$
1,454


$
1,791   9.
    Debt    2010


20098.0% senior notes due 2013

$
97,810


$
97,81015% second lien term loan ($16,800 principal amount, net of
    $3,042 and $4,150 as of December 31, 2010 and 2009,
    respectively, of original issue discount)


13,758



12,65011%/13% third lien senior secured notes ($42,124 principal
    amount and $5,463 and $7,797 as of December 31, 2010 and
    2009, respectively, of issuance premium)


47,587



49,921Paid-in-kind
    interest on 11%/13% third lien senior secured notes


5,832



2,263$
164,987


$
162,644     Year Ending December 31,2011


2012


16,8002013


145,7662014


2015


Thereafter


   Revolving Credit Facility
   67




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Third
    Amendment to Revolving Credit Facility
    Domestic Base

LIBORLevel

Ratio

Rate Loans

Revolver LoansIII

£
    1.25 to 1.00

2.00%

3.00%II

3
    1.25 to 1.00 but < 1.75 to 1.00

1.75%

2.75%I

31.75
    to 1.00

1.50%

2.50%        68




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Terms,
    Covenants and Compliance Status
             69




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Second Lien Credit Agreement
         70




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Notes Exchange
    11%/13% Third Lien Senior Secured Notes due 2013
    pay-in-kind
   71




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        8% Senior Notes Due 2013
  pari passu
    10.
    Intangible
    Assets  Definite-lived
    Intangibles
    December 31, 2010Amortization

Gross Carrying

Accumulated

Net CarryingPeriod

Amount

Amortization

AmountTrademarks/Tradenames


20 years


$
5,655


$
(1,807
)

$
3,848   December 31, 2009Amortization

Gross Carrying

Accumulated

Net CarryingPeriod

Amount

Amortization

AmountTrademarks/Tradenames


20 years


$
5,655


$
(1,568
)

$
4,087    72




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011

$
2402012

$
2402013

$
2402014

$
2402015

$
240       Indefinite-lived
    Intangibles
      Goodwill
   73




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    Income
    Taxes    2010


2009


2008Domestic

$
(520
)

$
(71,208
)

$
(191,758
)Foreign


5,182



(26,626
)


(28,970
)Total

$
4,662


$
(97,834
)

$
(220,728
)     2010


2009


2008Federal provision at statutory rate

$
1,632


$
(34,242
)

$
(77,255
)U.S./foreign tax rate differential


(622
)


2,516



5,911Foreign tax provision


(863
)


862



1,479State taxes, net of federal benefit


(66
)


(918
)


(3,347
)Tax reserves


(2,178
)


2,001



1,168Change in valuation allowance


1,018



9,844



37,932Goodwill/intangible impairment










20,253Tax credits


(465
)


(306
)


(1,400
)Share-based compensation


354







841Reduction of prior years tax attributes


(160
)


4,133



Other


(475
)


(189
)


449Benefit for income taxes

$
(1,825
)

$
(16,299
)

$
(13,969
)     2010


2009


2008Current


Deferred


Total


Current


Deferred


Total


Current


Deferred


TotalProvision


Provision


Provision


Provision


Provision


Provision


Provision


Provision


ProvisionFederal

$
(2,329
)

$
132


$
(2,197
)

$
(10,647
)

$
1,994


$
(8,653
)

$
(11,275
)

$
5,011


$
(6,264
)State


315



(417
)


(102
)


(778
)


(1,379
)


(2,157
)


(2,032
)


(4,438
)


(6,470
)International


218



256



474



(4,874
)


(615
)


(5,489
)


763



(1,998
)


(1,235
)Total

$
(1,796
)

$
(29
)

$
(1,825
)

$
(16,299
)

$



$
(16,299
)

$
(12,544
)

$
(1,425
)

$
(13,969
)  74




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009Current deferred tax (liabilities) assets:Accounts receivable

$
462


$
512Inventories


2,880



3,096Warranty costs


1,495



1,820Foreign exchange contracts






1,517Accrued benefits


5,045



6,227Other accruals not currently deductible for tax purposes


104



2909,986



13,462Valuation allowance


(9,987
)


(13,019
)Net current deferred tax (liabilities) assets

$
(1
)

$
443Noncurrent deferred tax assets (liabilities):Amortization and fixed assets

$
25,295


$
29,565Pension obligation


4,712



4,892Net operating loss carryforwards


23,224



2,897Tax credit carryforwards


1,886



1,938Stock options


608



1,383Other accruals not currently available for tax purposes


3,417



1,38059,142



42,055Valuation allowance


(59,112
)


(42,498
)Net noncurrent deferred tax assets (liabilities)

$
30


$
(443
)        75




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 76




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008Balance  Beginning of the year

$
2,879


$
2,960


$
2,695Gross increase  tax positions in prior periods


379



2,538



46Gross decreases  tax positions in prior periods


(2,674
)


(2,700
)


(92
)Gross increases  current period tax positions


168



395



311Lapse of statute of limitations


(86
)


(314
)


Balance  End of the year

$
666


$
2,879


$
2,960   12.
    Segment
    Reporting      Years Ended December 31,2010


2009


2008Long-lived





Long-lived





Long-livedRevenues


Assets


Revenues


Assets


Revenues


AssetsUnited States

$
468,190


$
52,875


$
387,444


$
56,938


$
587,757


$
80,244United Kingdom


55,395



2,375



34,346



1,460



115,674



4,080All other countries


74,194



4,071



36,779



3,917



60,058



6,068$
597,779


$
59,321


$
458,569


$
62,315


$
763,489


$
90,392       Years Ended December 31,2010


2009


2008Revenues


%


Revenues


%


Revenues


%Seats and seating systems

$
230,836



39


$
142,093



31


$
267,005



35Electronic wire harnesses and panel assemblies


158,993



27



110,182



24



178,192



23Trim systems and components


96,584



16



75,600



17



108,324



14Cab structures, sleeper boxes, body panels and structural
    components


65,016



11



87,503



19



156,431



21Mirrors, wipers and controls


46,350



7



43,191



9



53,537



7$
597,779



100


$
458,569



100


$
763,489



100   13.
    Commitments
    and Contingencies  Leases
 77




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ending December 31,2011

$
10,6282012


8,6872013


6,7642014


6,2552015


4,220Thereafter


12,011   Guarantees
  Litigation
  14.
    Stockholders
    Deficit  Common Stock
    Preferred Stock
  Earnings Per Share
 78




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008Net income (loss) applicable to common stockholders 
    basic and diluted

$
6,487


$
(81,535
)

$
(206,759
)Weighted average number of common shares outstanding


26,247



21,811



21,579Dilutive effect of outstanding stock options and restricted
    stock grants after application of the treasury stock method


747







Dilutive shares outstanding


26,994



21,811



21,579Basic earnings (loss) per share

$
0.25


$
(3.74
)

$
(9.58
)Diluted earnings (loss) per share

$
0.24


$
(3.74
)

$
(9.58
)     Dividends
  Stockholder Rights Plan
    Common Stock Warrants
    15.
    Share-Based
    Compensation   79




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock Option Grants
    Restricted Stock Awards
             80




---



##### Table of Contents



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

$
3.34Risk-free interest rate


4.50
%Expected volatility


23.12
%Expected life in months


36       Weighted-Weighted-


AverageAverage


Remaining


AggregateOptions


Exercise


Contractual


IntrinsicStock Options

(000s)


Price


Life (Years)


Value (000s)Outstanding at December 31, 2009


686


$
12.68



4.8


$
147Exercised


(204
)


5.54







Forfeited


(5
)


15.84







Outstanding at December 31, 2010


477


$
15.69



3.9


$
60Exercisable at December 31, 2010


477


$
15.69



3.9


$
60Nonvested, expected to vest at December 31, 2010





$







$
  81




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Nonvested Restricted StockWeighted-AverageShares


Grant-Date(000s)


Fair ValueNonvested at December 31, 2009


1,226


$
7.60Granted


404



15.71Vested


(568
)


5.67Forfeited


(39
)


4.61Nonvested at December 31, 2010


1,023


$
9.02       Repurchase of Common Stock
  16.
    Defined
    Contribution Plans, Pension and Other Post-Retirement Benefit
    Plans  Defined Contribution Plans
  Pension and Other Post-Retirement Benefit
    Plans
 82




---



##### 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 Plans2010


2009


2010


2009


2010


2009Change in benefit obligation:Benefit obligation  Beginning of year

$
35,258


$
31,583


$
38,837


$
28,137


$
2,330


$
2,311Service cost


227



294











3



8Interest cost


1,979



1,907



2,147



1,989



119



126Participant contributions


















17



Plan amendments


















(372
)


Special termination benefits


107



151











271



339Benefits paid


(1,501
)


(1,290
)


(1,397
)


(871
)


(337
)


(506
)Actuarial loss (gain)


1,426



2,613



(326
)


6,679



(586
)


52Exchange rate changes










(1,114
)


2,903







Benefit obligation at end of year


37,496



35,258



38,147



38,837



1,445



2,330Change in plan assets:Fair value of plan assets  Beginning of year


22,842



20,295



26,095



21,409







Actual return on plan assets


2,934



2,973



3,227



2,477







Employer contributions


1,097



864



880



871



320



506Participant contributions


















17



Benefits paid


(1,501
)


(1,290
)


(1,397
)


(871
)


(337
)


(506
)Exchange rate changes










(748
)


2,209







Fair value of plan assets at end of year


25,372



22,842



28,057



26,095







Funded status

$
(12,124
)

$
(12,416
)

$
(10,090
)

$
(12,742
)

$
(1,445
)

$
(2,330
)     OtherNon-U.S. Pension


Post-RetirementU.S. Pension Plans


Plans


Benefit Plans2010


2009


2010


2009


2010


2009Current liabilities

$



$



$



$



$
315


$
573Noncurrent liabilities


12,124



12,416



10,090



12,742



1,130



1,757Net amount recognized

$
12,124


$
12,416


$
10,090


$
12,742


$
1,445


$
2,330  83




---



##### Table of Contents



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

Non-U.S. Pension Plans2010

2009

2010

2009Projected benefit obligation

$
37,496


$
35,258


$
38,147


$
38,837Accumulated benefit obligation

$
37,496


$
35,258


$
38,147


$
38,837Fair value of plan assets

$
25,372


$
22,842


$
28,057


$
26,095     OtherPost-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2010


2009


2008


2010


2009


2008


2010


2009


2008Service cost

$
227


$
294


$
323


$



$



$



$
3


$
8


$
13Interest cost


1,979



1,907



1,831



2,147



1,989



1,987



119



126



139Expected return on plan assets


(1,699
)


(1,514
)


(1,980
)


(1,631
)


(1,418
)


(1,543
)










Amortization of prior service cost


























(75
)






Recognized actuarial loss (gain)


103



107



(13
)


374



183



192



8



(77
)


(63
)Net periodic benefit cost


610



794



161



890



754



636



55



57



89Special Termination Benefits


107



151



















(101
)


339



Net benefit cost

$
717


$
945


$
161


$
890


$
754


$
636


$
(46
)

$
396


$
89     Amounts Recognized in Accumulated Other Comprehensive Income
    (Loss)
  OtherPost-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2010


2009


2008


2010


2009


2008


2010


2009


2008Net actuarial loss (gain)

$
6,459


$
6,372


$
5,326


$
10,449


$
13,123


$
6,968


$
(580
)

$
36


$
(112
)Prior service (credit)


























(298
)






$
6,459


$
6,372


$
5,326


$
10,449


$
13,123


$
6,968


$
(878
)

$
36


$
(112
)  84




---



##### Table of Contents



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


Non-U.S. Pension Plans


Benefit Plans2010


2009


2010


2009


2010


2009Actuarial loss (gain)

$
190


$
1,153


$
(1,923
)

$
5,619


$
(585
)

$
52Amortization of actuarial (gain) loss


(103
)


(107
)


(374
)


(183
)


(8
)


77Prior Service credit


















(372
)


Amortization of prior service credit


















75



Total recognized in other comprehensive income (loss)

$
87


$
1,046


$
(2,297
)

$
5,436


$
(890
)

$
129       Other Post-RetirementU.S. Pension Plans

Non-U.S. Pension Plans

Benefit Plans2010

2009

2008

2010

2009

2008

2010

2009

2008Discount rate


5.31
%


5.84
%


6.13
%


5.70
%


5.80
%


6.50
%


5.31
%


5.84
%


6.13
%     Other Post-RetirementU.S. Pension Plans

Non-U.S. Pension Plans

Benefit Plans2010

2009

2008

2010

2009

2008

2010

2009

2008Discount rate


5.84
%


6.13
%


6.00
%


5.80
%


6.50
%


5.90
%


5.84
%


6.13
%


6.00
%Expected return on plan assets


7.50
%


7.50
%


7.50
%


6.50
%


6.00
%


6.00
%


N/A



N/A



N/A   non-U.S. stocks,
 85




---



##### Table of Contents



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


Pension PlansU.S.


Non-U.S.


2010


2009Equity securities


52
%


54
%


54
%


56
%Debt securities


33



36



36



34Real estate


15



10



10



10100
%


100
%


100
%


100
%     Quoted Prices inActive Markets for


Significant


SignificantIdentical Assets


Observable Inputs


Unobservable InputsTotal


Level 1


Level 2


Level 3Cash and Cash Equivalents

$
132


$
132


$



$
Equities:U.S. large value


3,679



3,679







U.S. large growth


3,886



3,886







U.S. small cap growth


611







611



U.K. index


6,506







6,506



International large value


8,408







8,408



International blend


2,492







2,492



International growth


2,934



2,934







Balanced


2,695







2,695



Fixed income securities:Government bonds


3,075







3,075



Corporate bonds


13,448







13,448



Real Estate:U.S. property


3,472











3,472U.K. property


2,091











2,091Total pension fund assets

$
53,429


$
10,631


$
37,235


$
5,563  86




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Quoted Prices inActive Markets for


Significant


SignificantIdentical Assets


Observable Inputs


Unobservable InputsTotal


Level 1


Level 2


Level 3Equities:U.S. large value

$
3,560


$
3,560


$



$
U.S. large growth


3,677



3,677







U.S. small cap growth


524







524



U.K. index


6,432







6,432



International large value


9,573







9,573



International growth


2,949



2,949







Balanced


2,618







2,618



Fixed income securities:Government bonds


2,697







2,697



Corporate bonds


12,490







12,490



Real Estate:U.S. property


2,435











2,435U.K. property


1,982











1,982Total pension fund assets

$
48,937


$
10,186


$
34,334


$
4,417       2010


2009Beginning balance

$
4,417


$
5,456Actual return on plan assets:Relating to assets held at reporting date


571



(1,216
)Purchases, sales and settlements, net


633



(19
)Foreign currency translation adjustment


(58
)


196Ending balance

$
5,563


$
4,417    87




---



##### Table of Contents



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

1 PercentagePoint Increase

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

$
11


$
(11
)Other post-retirement benefit liability

$
60


$
(55
)     Other Post-RetirementYear

Pension Plans

Benefit Plans2011

$
2,917


$
3152012

$
2,913


$
2622013

$
3,226


$
1862014

$
3,431


$
1632015

$
3,571


$
1152016 to 2020

$
22,185


$
423   17.
    Related
    Party Transactions      18.
    Consolidating
    Guarantor and Non-Guarantor Financial Information    Rule 3-10 Regulation S-X.
 88




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED BALANCE SHEETAs of December 31, 2010
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash

$
31,473


$
27


$
11,091


$



$
42,591Accounts receivable, net


220



63,172



27,708



1



91,101Intercompany receivable


46,102



942







(47,044
)


Inventories






38,284



28,340



(2
)


66,622Prepaid expenses and other, net






6,490



4,659



(40
)


11,109Total current assets


77,795



108,915



71,798



(47,085
)


211,423PROPERTY, PLANT AND EQUIPMENT, net






52,875



6,446







59,321EQUITY INVESTMENT IN SUBSIDIARIES


91,238



9,559







(100,797
)


INTANGIBLE ASSETS, net






3,848











3,848OTHER ASSETS, net


2,600



8,986



28



1



11,615TOTAL ASSETS

$
171,633


$
184,183


$
78,272


$
(147,881
)

$
286,207LIABILITIES AND STOCKHOLDERS (DEFICIT) INVESTMENTCURRENT LIABILITIES:Accounts payable

$



$
37,657


$
23,559


$



$
61,216Intercompany payable






34,359



12,685



(47,044
)


Accrued liabilities


6,092



19,931



8,147



(40
)


34,130Total current liabilities


6,092



91,947



44,391



(47,084
)


95,346LONG-TERM DEBT


164,987















164,987PENSION AND OTHER POST-RETIREMENT BENEFITS






13,253



10,090







23,343OTHER LONG-TERM LIABILITIES


666



911



1,066







2,643Total liabilities


171,745



106,111



55,547



(47,084
)


286,319STOCKHOLDERS (DEFICIT) INVESTMENT


(112
)


78,072



22,725



(100,797
)


(112
)TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) INVESTMENT

$
171,633


$
184,183


$
78,272


$
(147,881
)

$
286,207  89




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATED STATEMENT OF OPERATIONSFor the Year Ended December 31,
    2010
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
452,065


$
183,792


$
(38,078
)

$
597,779COST OF REVENUES






396,969



164,091



(38,078
)


522,982Gross Profit






55,096



19,701







74,797SELLING, GENERAL AND ADMINISTRATIVE EXPENSES






42,435



13,676







56,111AMORTIZATION EXPENSE






240











240EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES


(8,214
)


(502
)






8,716



RESTRUCTURING COSTS






1,730











1,730Operating Income


8,214



11,193



6,025



(8,716
)


16,716OTHER EXPENSE (INCOME)


633







(5,413
)






(4,780
)INTEREST EXPENSE


1,514



15,148



172







16,834Income Before Benefit for Income Taxes


6,067



(3,955
)


11,266



(8,716
)


4,662BENEFIT FOR INCOME TAXES


(420
)


(615
)


(790
)






(1,825
)NET INCOME

$
6,487


$
(3,340
)

$
12,056


$
(8,716
)

$
6,487  90




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWSFor the Year Ended December 31,
    2010
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidation(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net cash (used in) provided by operating activities

$
558


$
12,714


$
4,291


$



$
17,563CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment






(8,096
)


(2,005
)






(10,101
)Proceeds from disposal/sale of property plant and equipment






83



19







102Long-term supply contracts, other






44











44Net cash used in investing activities






(7,969
)


(1,986
)






(9,955
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock, net


25,359















25,359Proceeds from issuance of common stock under equity incentive
    plans


1,132















1,132Purchases of treasury stock from equity incentive plans


(1,761
)














(1,761
)Change in intercompany receivables/payables


6,176



(4,755
)


(1,421
)






Net cash provided by (used in) financing activities


30,906



(4,755
)


(1,421
)






24,730EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH






(1
)


730







729NET INCREASE (DECREASE) IN CASH


31,464



(11
)


1,614







33,067CASH:Beginning of period


9



38



9,477







9,524End of period

$
31,473


$
27


$
11,091


$



$
42,591  91




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATED BALANCE SHEETAs of December 31, 2009
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash

$
9


$
38


$
9,477


$



$
9,524Accounts receivable, net


218



57,680



16,165







74,063Intercompany receivable


48,709



9,853







(58,562
)


Inventories






34,425



23,626







58,051Prepaid expenses and other, net


570



16,812



9,461



(62
)


26,781Total current assets


49,506



118,808



58,729



(58,624
)


168,419PROPERTY, PLANT AND EQUIPMENT, net






56,938



5,377







62,315EQUITY INVESTMENT IN SUBSIDIARIES


76,573



8,940







(85,513
)


INTANGIBLE ASSETS, net






4,087











4,087OTHER ASSETS, net


6,206



9,413



67



2



15,688TOTAL ASSETS

$
132,285


$
198,186


$
64,173


$
(144,135
)

$
250,509LIABILITIES AND STOCKHOLDERS (DEFICIT) INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt

$



$



$



$



$
Accounts payable






42,638



17,017



2



59,657Intercompany payable






44,456



14,106



(58,562
)


Accrued liabilities


4,057



18,919



9,999



2



32,977Total current liabilities


4,057



106,013



41,122



(58,558
)


92,634LONG-TERM DEBT


162,644















162,644PENSION AND OTHER POST-RETIREMENT BENEFITS






14,173



12,742







26,915OTHER LONG-TERM LIABILITIES


3,349



294



2,502



(64
)


6,081Total liabilities


170,050



120,480



56,366



(58,622
)


288,274STOCKHOLDERS (DEFICIT) INVESTMENT


(37,765
)


77,706



7,807



(85,513
)


(37,765
)TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) INVESTMENT

$
132,285


$
198,186


$
64,173


$
(144,135
)

$
250,509  92




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATED STATEMENT OF OPERATIONSFor the Year Ended December 31,
    2009
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
374,803


$
108,336


$
(24,570
)

$
458,569COST OF REVENUES






360,582



112,900



(24,570
)


448,912Gross Profit (Loss)






14,221



(4,564
)






9,657SELLING, GENERAL AND ADMINISTRATIVE EXPENSES






33,758



14,116







47,874AMORTIZATION EXPENSE






389











389GOODWILL AND INTANGIBLE ASSET IMPAIRMENT






30,135











30,135LONG-LIVED ASSET IMPAIRMENT






13,058



4,214







17,272EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES


85,889



(296
)






(85,593
)


RESTRUCTURING COSTS






1,104



2,547







3,651Operating Loss


(85,889
)


(63,927
)


(25,441
)


85,593



(89,664
)OTHER EXPENSE (INCOME)






14



(11,133
)






(11,119
)INTEREST EXPENSE


795



13,981



357







15,133LOSS ON EARLY EXTINGUISHMENT OF DEBT


1,254















1,254LOSS ON DEBT MODIFICATION


2,902















2,902Loss Before (Benefit) Provision for Income Taxes


(90,840
)


(77,922
)


(14,665
)


85,593



(97,834
)(BENEFIT) PROVISION FOR INCOME TAXES


(9,305
)


(11,576
)


4,582







(16,299
)NET LOSS

$
(81,535
)

$
(66,346
)

$
(19,247
)

$
85,593


$
(81,535
)  93




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWSFor the Year Ended December 31,
    2009
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidation(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net cash (used in) provided by operating activities

$
(128
)

$
22,231


$
(3,999
)

$
77


$
18,181CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment






(4,129
)


(1,476
)






(5,605
)Proceeds from disposal/sale of property plant and equipment






15



39







54Long-term supply contracts, other






(2,194
)










(2,194
)Net cash used in investing activities






(6,308
)


(1,437
)






(7,745
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock under equity incentive
    plans


4















4Purchases of treasury stock from equity incentive plans


(635
)














(635
)Excess tax benefit from equity incentive plans


51















51Repayment of revolving credit facility


(27,013
)














(27,013
)Borrowings under revolving credit facility


12,213















12,213Borrowings of long-term debt


13,121















13,121Payments on capital lease obligations






(81
)


(13
)






(94
)Change in intercompany receivables/payables


5,649



(15,850
)


10,278



(77
)


Debt issuance costs and other, net


(3,263
)














(3,263
)Net cash provided by (used in) financing activities


127



(15,931
)


10,265



(77
)


(5,616
)EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH


1



(1
)


(2,606
)






(2,606
)NET (DECREASE) INCREASE IN CASH






(9
)


2,223







2,214CASH:Beginning of period


9



47



7,254







7,310End of period

$
9


$
38


$
9,477


$



$
9,524  94




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATED STATEMENT OF OPERATIONSFor the Year Ended December 31,
    2008
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
568,908


$
226,227


$
(31,646
)

$
763,489COST OF REVENUES






521,113



199,817



(31,646
)


689,284Gross Profit






47,795



26,410







74,205SELLING, GENERAL AND ADMINISTRATIVE EXPENSES






43,161



19,603







62,764GAIN ON SALE OF LONG-LIVED ASSETS






(6,075
)










(6,075
)GOODWILL AND INTANGIBLE ASSET IMPAIRMENT






162,225



45,306







207,531AMORTIZATION EXPENSE






414



965







1,379EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES


198,520



(220
)






(198,300
)


Operating Loss


(198,520
)


(151,710
)


(39,464
)


198,300



(191,394
)OTHER EXPENSE






159



13,786







13,945INTEREST EXPENSE


589



14,215



585







15,389Loss Before Provision (Benefit) for Income Taxes


(199,109
)


(166,084
)


(53,835
)


198,300



(220,728
)PROVISION (BENEFIT) FOR INCOME TAXES


7,650



(19,092
)


(2,527
)






(13,969
)NET LOSS

$
(206,759
)

$
(146,992
)

$
(51,308
)

$
198,300


$
(206,759
)  95




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATED STATEMENT OF CASH FLOWSFor the Year Ended December 31,
    2008
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net cash provided by (used in) operating activities

$
5,093


$
(3,468
)

$
7,515


$
603


$
9,743CASH FLOWS FROM INVESTINGACTIVITIES:Purchases of property, plant and equipment






(9,460
)


(2,650
)






(12,110
)Proceeds from disposal/sale of property, plant and equipment






7,449



19







7,468Post-acquisition payments and acquisition payments, net






(139
)


(3,668
)






(3,807
)Long-term supply contracts, other






(1,685
)










(1,685
)Net cash used in investing activities






(3,835
)


(6,299
)






(10,134
)CASH FLOWS FROM FINANCING ACTIVITIES:Purchases of treasury stock from employees


(41
)














(41
)Excess tax benefit from equity incentive plans


(355
)














(355
)Repayment of revolving credit facility


(210,966
)














(210,966
)Borrowings under revolving credit facility


216,535















216,535Payments on capital lease obligations






(116
)


(14
)






(130
)Change in intercompany receivables/payables


(5,007
)


6,793



(1,183
)


(603
)


Net cash provided by (used in) financing activities


166



6,677



(1,197
)


(603
)


5,043EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH


(5,925
)


(2
)


(1,282
)






(7,209
)NET DECREASE IN CASH


(666
)


(628
)


(1,263
)






(2,557
)CASH:Beginning of period


675



675



8,517







9,867End of period

$
9


$
47


$
7,254


$



$
7,310  96




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Quarterly
    Financial Data  (Unaudited):    Operating



Basic

DilutedGross Profit

Income

Net Income

Earnings (Loss)

Earnings (Loss)Revenues

(Loss)

(Loss)

(Loss)

Per Share

Per Share(1)2010:First

$
146,407


$
16,892


$
3,621


$
676


$
0.03


$
0.03Second(2)

$
142,349


$
17,756


$
2,618


$
693


$
0.03


$
0.02Third(3)

$
150,950


$
19,864


$
5,109


$
1,142


$
0.04


$
0.04Fourth(4)

$
158,073


$
20,285


$
5,368


$
3,976


$
0.14


$
0.142009:First

$
108,530


$
(3,249
)

$
(18,401
)

$
(19,404
)

$
(0.89
)

$
(0.89
)Second(5)

$
103,503


$
(1,089
)

$
(22,232
)

$
(22,513
)

$
(1.04
)

$
(1.04
)Third

$
110,811


$
3,612


$
(7,784
)

$
(15,882
)

$
(0.73
)

$
(0.73
)Fourth(6)

$
135,725


$
10,383


$
(41,247
)

$
(23,736
)

$
(1.08
)

$
(1.08
)     (1)
    
    See Note 14 for discussion on the computation of diluted
    shares outstanding.(2)
    
    We recorded approximately $1.4 million of restructuring
    charges in the second quarter of 2010.(3)
    
    We recorded approximately $0.2 million of restructuring
    charges in the third quarter of 2010.(4)
    
    We recorded approximately $0.1 million of restructuring
    charges in the fourth quarter of 2010.(5)
    
    We recorded approximately $2.0 million of restructuring
    charges and approximately $10.4 million of impairment
    charges relating to our intangible and long-lived assets in the
    second quarter of 2009.(6)
    
    We recorded approximately $1.7 million of restructuring
    charges and approximately $37.0 million of impairment
    charges relating to our intangible and long-lived assets in the
    fourth quarter of 2009.    20.
    Subsequent
    Events.   97




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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
     98




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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    99




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    
    100




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##### 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)Richard A. Snell


69


Chairman and DirectorMervin Dunn


57


President, Chief Executive Officer and DirectorScott C. Arves


54


DirectorDavid R. Bovee


61


DirectorRobert C. Griffin


63


DirectorS.A. Johnson


70


DirectorJohn W. Kessler


75


Director     Scott C. Arves
  David R. Bovee
  Mervin Dunn
 101




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##### Table of Contents



Robert C. Griffin
  S.A. (Tony) Johnson
  John W. Kessler
  Richard A. Snell
  B.
    Executive
    Officers  Form 10-K
    C.
    Section 16(a)
    Beneficial Ownership Reporting Compliance and Corporate
    Governance   102




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##### Table of Contents



Item 11.
    Executive
    Compensation    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


and Rights


Compensation PlansEquity compensation plans approved by security holders:Third Amended and Restated Equity Incentive Plan


470,351
(1)

$
15.84



293,484Management Stock Option Plan


6,793


$
5.54



Equity compensation plans not approved by stockholders










Total


477,144


$
15.69



293,484     (1)
    
    Includes options granted under our Third Amended and Restated
    Equity Incentive Plan. Does not include 2,161,900 shares of
    restricted stock granted under our Third Amended and Restated
    Equity Incentive Plan, of which 1,226,519 shares had not
    vested as of December 31, 2010.    Item 13.
    Certain
    Relationships, Related Transactions and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   103




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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 schedule of the Corporation
    and its subsidiaries is included herein:
  Schedule II 
    Valuation and Qualifying Accounts and Reserves.
  COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  SCHEDULE II:
    VALUATION AND QUALIFYING ACCOUNTS
 December 31,
    2010, 2009 and 2008
  Allowance
    for Doubtful Accounts:
    2010


2009


2008Balance  Beginning of the year

$
1,812


$
3,419


$
3,758Provisions


4,278



2,678



4,772Utilizations


(3,405
)


(4,280
)


(4,852
)Currency translation adjustment


32



(5
)


(259
)Balance  End of the year

$
2,717


$
1,812


$
3,419   Additional
    Purchase Liabilities Recorded in Conjunction with
    Acquisitions:
    2010


2009


2008Balance  Beginning of the year

$



$



$
106Provisions










Utilizations










(106
)Balance  End of the year

$



$



$
   Restructuring
    Liability:
    2010


2009


2008Balance  Beginning of the year

$
1,791


$



$
646Provisions


1,730



3,651



(206
)Utilizations


(2,007
)


(1,860
)


(440
)Translation


(51
)






Balance  End of the year

$
1,463


$
1,791


$
  104




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##### Table of Contents



Valuation
    Allowance:
    2010


2009


2008Balance  Beginning of the year

$
55,517


$
44,553


$
1,289Provisions


13,582



10,964



43,264Utilizations










Balance  End of the year

$
69,099


$
55,517


$
44,553     (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).2
.4**

Asset Purchase Agreement, dated as of January 28, 2011, by
    and among CVG Alabama LLC and Bostrom Seating, Inc.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).3
.3

Certificate of Designations of Series A Preferred Stock
    (included as Exhibit A to the Rights Agreement incorporated
    by reference to Exhibit 4.8) (incorporated by reference to
    the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 22, 2009.4
.1

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

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

Supplemental Indenture, dated as of November 10, 2006,
    among the Company, CVG European Holdings, LLC, the subsidiary
    guarantors party thereto and U.S. Bank National Association
    (incorporated by reference to the Companys annual report
    on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 13, 2007). 105




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##### Table of Contents



Exhibit No.

Description4
.4

Supplemental Indenture, dated as of November 28, 2007,
    among the Company, CVG Oregon, LLC, the subsidiary guarantors
    party thereto and U.S. Bank National Association (incorporated
    by reference in the Companys annual report on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 14, 2008).4
.5

Supplemental Indenture, dated as of January 7, 2009, by and
    among Commercial Vehicle Group, Inc., CVG CS LLC, 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 January 8, 2009.4
.6

Supplemental Indenture, dated as of January 27, 2011, by
    and among Commercial Vehicle Group, Inc., CVG Alabama LLC, the
    subsidiary guarantors party thereto and U.S. Bank National
    Association.4
.7

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
.8

Form of senior note (attached as exhibit to Exhibit 4.1)
    (incorporated herein by reference to the Companys current
    report on
    Form 8-K
    (File
    No. 000-50890),
    filed on July 8, 2005).4
.9

Commercial Vehicle Group, Inc. Rights Agreement, dated as of
    May 21, 2009, by and between the Company and Computershare
    Trust Company, N.A. (incorporated by reference to the
    Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 22, 2009).4
.10

Form of Rights Certificate (included as Exhibit B to the
    Rights Agreement) (incorporated by reference to the
    Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 22, 2009).4
.11

Form of Summary of Rights to Purchase (included as
    Exhibit C to the Rights Agreement) (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 22, 2009).4
.12

Commercial Vehicle Group, Inc. Amendment No. 1 to Rights
    Agreement, dated as of March 9, 2011, by and between the
    Company and Computershare Trust Company, N.A. (incorporated
    by reference to the Companys current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on March 9, 2011).4
.13

Form of Certificate of Common Stock of the Company (incorporated
    by reference to the Companys registration statement on
    Form S-1
    (File
    No. 333-115708)).4
.14

Indenture, dated as of August 4, 2009, by and among the
    Company, the subsidiary guarantors party thereto and U.S. Bank
    National Association, as trustee (incorporated by reference to
    the Companys current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009).4
.15

Security Agreement, dated as of August 4, 2009, by and
    among the Company, the subsidiaries party thereto and U.S. Bank
    National Association, as third lien collateral agent
    (incorporated by reference to the Companys current report
    on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009).4
.16

Warrant and Unit Agreement, dated as of August 4, 2009, by
    and between the Company and U.S. Bank National Association, as
    warrant agent and unit agent (incorporated by reference to the
    Companys current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009).10
.1

Loan and Security Agreement, dated January 7, 2009, by and
    among Commercial Vehicle Group, Inc. and certain of its direct
    and indirect U.S. subsidiaries, as borrowers, and Bank of
    America, N.A., as agent and lender (incorporated by reference to
    the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on January 8, 2009).10
.2

Amendment No. 1, dated as of March 12, 2009, to Loan
    and Security Agreement, dated as of January 7, 2009, by and
    among Commercial Vehicle Group, Inc. and certain of its direct
    and indirect U.S. subsidiaries, as borrowers, and Bank of
    America, N.A., as agent and lender (incorporated by reference to
    the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on March 12, 2009).10
.3*

Commercial Vehicle Group, Inc. Third Amended and Restated Equity
    Incentive Plan (incorporated by reference to the Companys
    current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 18, 2009).10
.4

Exchange Agreement, dated as of August 4, 2009, by and
    among the Company, the subsidiaries party thereto and certain
    holders of the Companys 8% Senior Notes due 2013
    (incorporated by reference to the Companys current report
    on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009). 106




---



##### Table of Contents



Exhibit No.

Description10
.5

Consent and Amendment No. 2, dated as of August 4,
    2009, to Loan and Security Agreement, dated as of
    January 7, 2009, by and among the Company, certain of the
    Companys subsidiaries, as borrowers, and Bank of America,
    N.A. as agent and lender (incorporated by reference to the
    Companys current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009).10
.6

Amendment No. 3, dated as of September 7, 2010, to
    Loan and Security Agreement, dated as of January 7, 2009,
    by and among the Company, certain of the Companys
    subsidiaries, as borrowers, and Bank of America, N.A. as agent
    and lender (incorporated by reference to the Companys
    current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on September 7, 2010).10
.7

Loan and Security Agreement, dated as of August 4, 2009, by
    and among the Company, as borrower, certain of the
    Companys subsidiaries, as guarantors, the financial
    institutions party to thereto, as lenders, and Credit Suisse, as
    agent (incorporated by reference to the Companys current
    report on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009).10
.8

Intercreditor Agreement, dated as of August 4, 2009, by and
    among the Company , certain of the Companys subsidiaries,
    Bank of America, N.A., as first lien administrative and
    collateral agent under the First Lien Credit Agreement, Credit
    Suisse, as second lien administrative and collateral agent under
    the Second Lien Credit Agreement and U.S. Bank National
    Association, as trustee and third lien collateral agent under
    the Third Lien Notes Indenture (incorporated by reference to the
    Companys current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009).10
.9

Intercreditor Agreement, dated as of August 4, 2009, by and
    among the Company, certain of the Companys subsidiaries,
    Credit Suisse, as second lien administrative and collateral
    agent under the Second Lien Credit Agreement and U.S. Bank
    National Association, as trustee and third lien collateral agent
    under the Third Lien Notes Indenture (incorporated by reference
    to the Companys current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009).10
.10*

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
.11*

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
.12*

Form of Grant of Nonqualified Stock Option pursuant to the
    Commercial Vehicle Group, Inc. Third 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
.13

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
.14

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
.15

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
.16

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
.17*

Commercial Vehicle Group, Inc. 2007 Bonus Plan (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on March 9, 2007).10
.18*

Commercial Vehicle Group, Inc. 2008 Bonus Plan (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on March 25, 2008).10
.19*

First Amendment to Commercial Vehicle Group, Inc. 2008 Bonus
    Plan dated November 5, 2008 (incorporated by reference to
    the Companys annual report on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 16, 2009).10
.20*

Commercial Vehicle Group, Inc. 2010 Bonus Plan (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on March 11, 2010). 107




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##### Table of Contents



Exhibit No.

Description10
.21*

Commercial Vehicle Group, Inc. 2011 Bonus Plan (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on February 28, 2011).10
.22*

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
.23*

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
.24*

Form of Restricted Stock Agreement pursuant to the Commercial
    Vehicle Group, Inc. Third Amended and Restated Equity Incentive
    Plan (incorporated by reference to amendment no. 1 to the
    Companys registration statement on
    Form S-4
    (File
    No. 333-129368),
    filed on December 1, 2005).10
.25*

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
.26*

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
.27*

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
.28*

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
.29*

Change in Control & Non-Competition Agreement dated
    May 22, 2007 with Kevin R.L. Frailey (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 25, 2007).10
.30*

Change in Control & Non-Competition Agreement dated
    May 22, 2007 with William Gordon Boyd (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 25, 2007).10
.31*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with Mervin Dunn
    (incorporated by reference to the Companys annual report
    on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 16, 2009).10
.32*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with Gerald L. Armstrong
    (incorporated by reference to the Companys annual report
    on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 16, 2009).10
.33*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with Chad M. Utrup
    (incorporated by reference to the Companys annual report
    on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 16, 2009).10
.34*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with Kevin R.L. Frailey
    (incorporated by reference to the Companys annual report
    on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 16, 2009).10
.35*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with James F. Williams
    (incorporated by reference to the Companys annual report
    on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 16, 2009).10
.36*

Amended and Restated Deferred Compensation Plan dated
    November 5, 2008 (incorporated by reference to the
    Companys annual report on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 16, 2009). .10
.37

Form of indemnification agreement with directors and executive
    officers (incorporated by reference to the Companys annual
    report on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 14, 2008). 108




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##### Table of Contents



Exhibit No.

Description10
.38*

Terms and conditions of employment for executive officers
    (incorporated by reference to the Companys annual report
    on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 14, 2008).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.**
    
    The schedules and exhibits to the Asset Purchase Agreement have
    been omitted from this filing pursuant to Item 601(b)(2) of
    Regulation S-K.
    The Company will furnish supplementally a copy of any such
    omitted schedules or exhibits to the SEC upon request.  Form 10-K
 109




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##### Table of Contents



SIGNATURES      By:
    /s/  MERVIN
    DUNN   President and Chief Executive Officer
      Signature

Title

Date/s/  RICHARD
    A. SNELLRichard
    A. Snell

Chairman and Director

March 15, 2011/s/  MERVIN
    DUNNMervin
    Dunn

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

March 15, 2011/s/  SCOTT
    C. ARVESScott
    C. Arves

Director

March 15, 2011/s/  DAVID
    R. BOVEEDavid
    R. Bovee

Director

March 15, 2011/s/  ROBERT
    C. GRIFFINRobert
    C. Griffin

Director

March 15, 2011/s/  S.A.
    JOHNSONS.A.
    Johnson

Director

March 15, 2011/s/  JOHN
    W. KESSLERJohn
    W. Kessler

Director

March 15, 2011/s/  CHAD
    M. UTRUPChad
    M. Utrup

Chief Financial Officer (Principal
    Financial and Accounting Officer)

March 15, 2011  110