##### 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, 2008

000-50890       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-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

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

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




---



##### 





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

Business


1Item 1A.

Risk Factors


19Item 1B.

Unresolved Staff Comments


29Item 2.

Properties


29Item 3.

Legal Proceedings


30Item 4.

Submission of Matters to a Vote of Security
    Holders


30PART IIItem 5.

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


31Item 6.

Selected Financial Data


34Item 7.

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


37Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


53Item 8.

Financial Statements and Supplementary Data


55Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


100Item 9A.

Controls and Procedures


100Item 9B.

Other Information


103PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


103Item 11.

Executive Compensation


104Item 12.

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


105Item 13.

Certain Relationships, Related Transactions and
    Director Independence


105Item 14.

Principal Accountant Fees and Services


105PART IVItem 15.

Exhibits and Financial Statements Schedules


106SIGNATURES


112EX-10.25EX-10.35EX-10.36EX-10.37EX-10.38EX-10.39EX-10.40EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




---



##### Table of Contents



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




---



##### Table of Contents



PART I  Item 1.
    Business  Overview
            Industry
   1




---



##### Table of Contents



Commercial
    Vehicle Supply Market Overview
    (4) just-in-time
    North
    American Commercial Truck Market
    2001


2002


2003


2004


2005


2006


2007


2008(Thousands of units)Class 8 heavy trucks


146



181



182



269



341



376



212



205Class 5-7
    light and medium-duty trucks


189



194



188



225



245



275



206



158Total


335



375



370



494



586



651



418



363         Class 8
    Truck Market
  just-in-time
 2




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##### Table of Contents



North
    American Class 8 Truck Build Rates
    (In thousands)
  
  
      Economic Conditions.
 3




---



##### Table of Contents



Truck Freight Growth.
  Total
    U.S. Freight Composite
    (In billions)
  
  
  Truck Replacement Cycle and Fleet Aging.
  Average
    Age of Active U.S. Class 8 Trucks
    (In years)
  
  
 4




---



##### Table of Contents



Commercial
    Truck Aftermarket
    Commercial
    Construction Vehicle Market
      Military
    Equipment Market
    Commercial
    Vehicle Industry Trends
    System Sourcing.
  Globalization of Suppliers.
  Shift of Design and Engineering to
    Suppliers.
 5




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##### Table of Contents



Broad Manufacturing Capabilities.
  Ongoing Supplier Consolidation.
  Competitive
    Strengths
    Leading Market Positions and Brands. ® tm ® ® ®
  Comprehensive Cab Product and Cab System
    Solutions.
  End-User Focused Product Innovation.
  Flexible Manufacturing Capabilities and Cost Competitive
    Position. just-in-time
  Global Capabilities.
 6




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##### Table of Contents



Free Cash Flow Generation.
  Strong Relationships with Leading Customers and Major
    Fleets.
  Significant Barriers to Entry. just-in-time
  Proven Management Team.
  Strategy
    Increase Content, Expand Customer Penetration and Leverage
    System Opportunities.
  Leverage Our New Product Development
    Capabilities.
  Capitalize on Operating Leverage.
  Grow Sales to the Aftermarket.
 7




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##### Table of Contents



Pursue Strategic Acquisitions and Continue to Diversify
    Revenues.
  Products
    Form 10-K
    Seats and Seating Systems.
  Heavy Truck Seats.
   8




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##### Table of Contents



Construction and Other Commercial Vehicle
    Seats.
  Other Seating Products.
  Electronic Wire Harnesses and Panel
    Assemblies.
  Electronic Wire Harnesses.
  Panel Assemblies.
  Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.
  Cab Structures.
  Sleeper Boxes. E-coat
  Bumper Fascias, Fender Covers and Fender
    Liners.
  Body Panels and Structural Components.
  Trim Systems and Components.
 9




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##### Table of Contents



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




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##### Table of Contents



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.
    Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.  We utilize a wide range of
    manufacturing processes to produce the majority of the steel and
    aluminum stampings used in our cab structures, sleeper boxes,
    body panels and structural components and a variety of both
    robotic and manual welding techniques in the assembly of these
    products. In addition, both our Norwalk, Ohio and Kings
    Mountain, North Carolina facilities have large capacity, fully
    automated
    E-coat paint
    priming systems allowing us to provide our customers with a
    paint-ready cab product. Due to their high cost, full body
    E-coat
    systems, such as ours, are rarely found outside of the
    manufacturing operations of the major OEMs. The major large
    press lines at our Shadyside, Ohio facility provide us with the
    in-house manufacturing flexibility for both aluminum and steel
    stampings delivered
    just-in-time
    to our cab assembly plants. This plant also provides us with low
    volume forming and processing techniques including laser trim
    operations that minimize investment and time to manufacture for
    low volume applications.
    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.
    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 wire, connectors,
    terminals, switches, relays and braid fabric. These raw
    materials are obtained from multiple suppliers and are generally
    readily available.
    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.
    Trim Systems and Components.  The principal raw
    materials used in our interior systems processes are resin and
    chemical products, foam, vinyl and fabric which are formed and
    assembled into end products. These raw materials are obtained
    from multiple suppliers, typically under supply agreements which
    are for a term of at least one year and are terminable by us for
    breach or convenience.
    Mirrors, Wipers and Controls.  The principal
    raw materials used to manufacture our mirrors, wipers and
    controls are steel, stainless steel and rubber, which are
    generally readily available and obtained from multiple
    suppliers. We also purchase sub-assembled products such as
    motors for our wiper systems and mirrors.    Customers
    and Marketing
      2008


2007


2006Heavy Truck OEM


44
%


41
%


60
%Construction


24



26



18Aftermarket and OEM Service


12



13



10Military


8



6



3Bus


3



3



2Agriculture


1



1



1Other


8



10



6Total


100
%


100
%


100
%  13




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##### Table of Contents



2008


2007


2006International


15
%


11
%


22
%PACCAR


12



14



17Caterpillar


11



11



8Daimler Trucks


11



11



13Volvo/Mack


10



11



13Oshkosh Truck


5



4



2Komatsu


3



3



2MAN


3



1



0Deere & Co.


2



3



2Other


28



31



21Total


100
%


100
%


100
%            14




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##### Table of Contents



Backlog
    Competition
    
    Seats and Seating Systems.  We believe that we
    have the number one market position in North America supplying
    seats and seating systems to the commercial vehicle heavy-truck
    market. We also believe that we have the number one market
    position in supplying seats and seating systems to commercial
    vehicles used in the medium/heavy construction equipment
    industry on a worldwide basis. Our primary independent
    competitors in the North American commercial vehicle market
    include Sears Manufacturing Company, Accuride Corporation,
    Grammer AG and Seats, Inc., and our primary competitors in the
    European commercial vehicle market include Grammer AG and
    Isringhausen.
    Electronic Wire Harnesses and Panel
    Assemblies.  We believe that we are a leading
    supplier of low- to medium-volume complex, electronic wire
    harnesses and related assemblies used in the global heavy
    equipment, commercial vehicle, heavy-truck and specialty and
    military vehicle markets. Our principal competitors for
    electronic wire harnesses include large diversified suppliers
    such as AFL, Delphi, Leoni, Nexans, PKC, Stoneridge, Yazaki,
    Sumitomo and smaller independent companies such as Fargo
    Assembly, Schofield and Unlimited Services.
    Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.  We believe we are the leading
    non-captive supplier in the North American commercial vehicle
    heavy-truck market with respect to our cab structural
    components, cab structures, sleeper boxes and body panels. Our
    principal competitors are Magna , Ogihara Corporation,
    Spartanburg Stamping, Able Body and Defiance Metal Products.
    Trim Systems and Components.  We believe that
    we have the number one market position in the North American
    commercial vehicle heavy-truck market with respect to our soft
    interior trim products and a leading presence in the hard
    interior trim market. We face competition from a number of
    different competitors with respect to each of our trim system
    products and components. Overall, our primary independent
    competitors are ConMet, Fabriform, TPI, Findlay, Superior, Trim
    Masters, Inc. and Blachford Ltd.
    Mirrors, Wipers and Controls.  We believe that
    we are a leading supplier in the North American commercial
    vehicle heavy-truck market with respect to our windshield wiper
    systems and mirrors. We face 15




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##### Table of Contents



competition from a number of different competitors with respect
    to each of our principal products in this category. Our
    principal competitors for mirrors are Hadley, Lang-Mekra and
    Trucklite, and our principal competitors for windshield wiper
    systems are Johnson Electric, Trico and Valeo.  Research
    and Development, Design and Engineering
            Intellectual
    Property
    ® tm ® ® ®
  Seasonality
   16




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##### Table of Contents



Employees
    Environmental
    Matters
        Government
    Regulations
   17




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##### Table of Contents



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

Age

Principal Position(s)Gerald L. Armstrong


47


President and General Manager of Cab SystemsW. Gordon Boyd


61


Senior Advisor to the Chief Executive OfficerMervin Dunn


55


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


42


Executive Vice President and General Manager for Electrical
    SystemsMilton D. Kniss


61


Executive Vice President and General Manager for Seating SystemsChad M. Utrup


36


Executive Vice President, Chief Financial Officer and SecretaryJames F. Williams


62


Vice President of Organizational Development     Gerald L. Armstrong
  W. Gordon Boyd
  Mervin Dunn
 18




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##### Table of Contents



Kevin R.L. Frailey
  Milton D. Kniss
  Chad M. Utrup
  James F. Williams
  Item 1A.
    Risk
    Factors      
    Our results of operations could be significantly lower as a
    result of the severe downturn in the U.S. and global
    economy.   19




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##### Table of Contents




    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.    
    Volatility and cyclicality in the commercial vehicle market
    could adversely affect us.    
    Our profitability could be adversely affected if the actual
    production volumes for our customers vehicles are
    significantly lower than expected.    
    Our major OEM customers may exert significant influence over
    us.   20




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##### Table of Contents




    We may be unable to successfully implement our business
    strategy and, as a result, our businesses and financial position
    and results of operations could be materially and adversely
    affected.      
    If we are unable to obtain raw materials at favorable prices,
    it could adversely impact our results of operations and
    financial condition.    
    We may be unable to complete additional strategic
    acquisitions or we may encounter unforeseen difficulties in
    integrating acquisitions.   21




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##### Table of Contents




    We may be adversely impacted by labor strikes, work stoppages
    and other matters.      
    Our businesses are subject to statutory environmental and
    safety regulations in multiple jurisdictions, and the impact of
    any changes in regulation
    and/or the
    violation of any applicable laws and regulations by our
    businesses could result in a material and adverse effect on our
    financial condition and results of operations.        
    We may be adversely affected by the impact of government
    regulations on our OEM customers.   22




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##### Table of Contents




    Our customer base is concentrated and the loss of business
    from a major customer or the discontinuation of particular
    commercial vehicle platforms could reduce our revenues.    
    Currency exchange rate fluctuations could have an adverse
    effect on our revenues and results of operations.    
    We are subject to certain risks associated with our foreign
    operations.    
    the difficulty of enforcing agreements and collecting
    receivables through certain foreign legal systems;
    foreign customers, who may have longer payment cycles than
    customers in the United States;
    tax rates in certain foreign countries, which may exceed those
    in the United States and foreign earnings may be subject to
    withholding requirements or the imposition of tariffs, exchange
    controls or other restrictions, including restrictions on
    repatriation;
    intellectual property protection difficulties;
    general economic and political conditions in countries where we
    operate, which may have an adverse effect on our operations in
    those countries;
    the difficulties associated with managing a large organization
    spread throughout various countries; and
    complications in complying with a variety of foreign laws and
    regulations, which may conflict with United States law.   23




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##### Table of Contents




    Our inability to compete effectively in the highly
    competitive commercial vehicle component supply industry could
    result in lower prices for our products, reduced gross margins
    and loss of market share, which could have an adverse effect on
    our revenues and operating results.      
    Our products may be rendered less attractive by changes in
    competitive technologies.    
    If we are unable to recruit or retain skilled personnel, or
    if we lose the services of any of our key management personnel,
    our business, operating results and financial condition could be
    materially adversely affected.    
    We have only limited protection for our proprietary rights in
    our intellectual property, which makes it difficult to prevent
    third parties from infringing upon our rights.     24




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##### Table of Contents




    Our products may be susceptible to claims by third parties
    that our products infringe upon their proprietary rights.  and/or
  
    Our common stock may be delisted from the NASDAQ Global
    Select Market if the closing price of our common stock is not
    maintained at $1.00 per share or higher.  and/or
  
    The market price of our common stock has declined
    substantially in recent months and 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
    stock.    Fluctuations in Quarterly or Annual Operating
    Results.
  
    the size, timing, volume and execution of significant orders and
    shipments;
    changes in the terms of our sales contracts;
    the timing of new product announcements; 25




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##### Table of Contents




    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.
    
    We may be subject to product liability claims, recalls or
    warranty claims, which could be expensive, damage our reputation
    and result in a diversion of management resources.        
    Equipment failures, delays in deliveries or catastrophic loss
    at any of our facilities could lead to production or service
    curtailments or shutdowns.   26




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##### Table of Contents




    The agreement governing our new revolving credit facility
    contains financial covenants, and that agreement and the
    indenture governing the 8.0% senior notes due 2013 contain
    other covenants that may restrict our current and future
    operations. If we are unable to comply with these covenants, our
    business, results of operations and liquidity could be
    materially and adversely affected.      
    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 indebtedness could adversely affect our financial
    condition and make it more difficult to implement our business
    strategy.   27




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##### Table of Contents




    make it more difficult for us to satisfy our obligations with
    respect to our indebtedness, including the notes, and any
    failure to comply with the obligations of any of our debt
    instruments, including financial and other restrictive
    covenants, could result in an event of default under the
    indenture governing the notes and the agreements governing such
    other indebtedness;
    make us more vulnerable to adverse changes in general economic,
    industry and competitive conditions and adverse changes in
    government regulation;
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, thereby
    reducing the availability of our cash flows to fund working
    capital, capital expenditures, acquisitions and other general
    corporate purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate;
    place us at a competitive disadvantage compared to our
    competitors that have less debt; and
    limit our ability to borrow additional amounts for working
    capital, capital expenditures, acquisitions, debt service
    requirements, execution of our business strategy or other
    purposes.    
    Our inability to successfully execute any planned cost
    reductions, restructuring initiatives or the achievement of
    operational efficiencies could result in the incurrence of
    additional costs and expenses that could adversely affect our
    reported earnings.    
    Our earnings may be adversely affected by changes to the
    carrying values of our tangible and intangible assets as a
    result of recording any impairment charges deemed necessary in
    conjunction with the execution of our periodic asset impairment
    assessment and testing policy.   28




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    ApproximateLocation

Primary Product/Function

Square Footage

Ownership InterestDouglas, Arizona

Warehouse Facility

20,000 sq. ft.

LeasedMonona, Iowa

Wire Harness Assembly

62,000 sq. ft.

OwnedEdgewood, Iowa

Wire Harness Assembly

36,000 sq. ft.

LeasedDekalb, Illinois

Cab Assembly

60,000 sq. ft.

LeasedMichigan City, Indiana

Wipers, Switches

87,000 sq. ft.

LeasedWixom, Michigan

Engineering

7,000 sq. ft.

LeasedKings Mountain, North Carolina

Cab, Sleeper Box, Assembly

180,000 sq. ft.

OwnedStatesville, North Carolina (2 facilities)

Interior Trim, Seats

163,000 sq. ft.

LeasedConcord, North Carolina (3 facilities)

Injection Molding and Warehouse Facility

208,000 sq. ft.

LeasedNorwalk, Ohio (3 facilities)

Cab, Sleeper Box, Assembly

360,000 sq. ft.

Owned/LeasedShadyside, Ohio

Stamping of Steel and Aluminum Structural and Exposed Stamped
    Components

200,000 sq. ft.

OwnedChillicothe, Ohio

Interior Trim

62,000 sq. ft.

OwnedBellaire, Ohio

Warehouse Facility

41,000 sq. ft.

LeasedNew Albany, Ohio

Corporate Headquarters / R&D

89,000 sq. ft.

LeasedCanby, Oregon

Electronics Assembly

4,000 sq. ft.

LeasedTigard, Oregon

Interior Trim

121,000 sq. ft.

LeasedLake Oswego, Oregon

RIM Process

24,000 sq. ft.

LeasedVonore, Tennessee (2 facilities)

Seats, Mirrors

245,000 sq. ft.

Owned/LeasedTellico Plains, Tennessee (2 facilities)

Cut and Sew, Warehouse Facility

148,000 sq. ft.

LeasedPikeville, Tennessee

Cut and Sew

15,000 sq. ft.

LeasedDublin, Virginia

Interior Trim, Seats

79,000 sq. ft.

OwnedVancouver, Washington (2 facilities)

Interior Trim

63,000 sq. ft.

Leased 29




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##### Table of Contents



ApproximateLocation

Primary Product/Function

Square Footage

Ownership InterestAgua Prieta, Mexico (2 facilities)

Wire Harness Assembly

205,000 sq. ft.

LeasedNorthampton, United Kingdom

Seat Assembly

210,000 sq. ft.

LeasedSeneffs (Brussels), Belgium

Seat Assembly

35,000 sq. ft.

LeasedBrisbane, Australia

Seat Assembly

50,000 sq. ft.

LeasedShanghai, China (2 facilities)

Seat Assembly

76,500 sq. ft.

LeasedBrandys nad Orlici, Czech Republic

Seat Assembly

52,000 sq. ft.

OwnedLiberec, Czech Republic (2 facilities)

Wire Harness Assembly

200,000 sq. ft.

LeasedKamyanets-Podilsky, Ukraine

Wire Harness Assembly

46,000 sq. ft.

Leased         Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   30




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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, 2008:Fourth Quarter

$
7.20


$
0.78Third Quarter

$
14.21


$
7.11Second Quarter

$
14.42


$
8.84First Quarter

$
14.86


$
7.89Year Ended December 31, 2007:Fourth Quarter

$
16.38


$
12.11Third Quarter

$
19.29


$
12.71Second Quarter

$
21.03


$
17.70First Quarter

$
22.24


$
18.82      31




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##### Table of Contents



52-month
  COMPARISON
    OF 52 MONTH CUMULATIVE TOTAL RETURN*
    
  *
    Based on $100 invested on August 5, 2004 and, for purposes
    of the indexes, assumes the reinvestment of dividends.  08/05/04



12/31/04



12/31/05



12/31/06



12/31/07



12/31/08Commercial Vehicle Group, Inc.


$
100.00



$
166.64



$
143.36



$
166.41



$
110.69



$
7.10NASDAQ Composite Index


$
100.00



$
115.11



$
118.04



$
132.29



$
144.44



$
84.15Commercial Vehicle Supplier Composite Index


$
100.00



$
116.59



$
109.70



$
131.37



$
201.30



$
94.38    32




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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 (or


Plans or


the Plans orPurchased


Unit)


Programs


PrgramsMonth #1(October 1, 2008 through
    October 31, 2008)


18,321


$
2.24







Month #2(November 1, 2008 through 
    November 30, 2008)














Month #3(December 1, 2008 
    through December 31, 2008)














    33




---



##### 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
  Years Ended December 31,2008


2007


2006


2005


2004(Dollars in thousands, except per share data)Statement of Operations Data:Revenues

$
763,489


$
696,786


$
918,751


$
754,481


$
380,445Cost of revenues


689,284



620,145



768,913



620,031



309,696Gross profit


74,205



76,641



149,838



134,450



70,749Selling, general and administrative expenses


62,764



55,493



51,950



44,564



28,985Share-based compensation expense(1)


















10,125Amortization expense


1,379



894



414



358



107Gain on sale of long-lived asset


(6,075
)














Goodwill and intangible asset impairment


207,531















Restructuring charges






1,433











Operating (loss) income


(191,394
)


18,821



97,474



89,528



31,532Loss (gain) on foreign currency forward contracts and other


13,945



9,361



(3,468
)


(3,741
)


(1,247
)Interest expense


15,389



14,147



14,829



13,195



7,244Loss on early extinguishment of debt






149



318



1,525



1,605(Loss) income before income taxes


(220,728
)


(4,836
)


85,795



78,549



23,930(Benefit) provision for income taxes


(13,969
)


(1,585
)


27,745



29,138



6,481Net (loss) income

$
(206,759
)

$
(3,251
)

$
58,050


$
49,411


$
17,449(Loss) earnings per share:(2)Basic

$
(9.58
)

$
(0.15
)

$
2.74


$
2.54


$
1.13Diluted

$
(9.58
)

$
(0.15
)

$
2.69


$
2.51


$
1.12Weighted average common shares outstanding:Basic


21,579



21,439



21,151



19,440



15,429Diluted


21,579



21,439



21,545



19,697



15,623 34




---



##### Table of Contents



Years Ended December 31,2008


2007


2006


2005


2004(Dollars in thousands, except per share data)Balance Sheet Data (at end of each period):Working capital (current assets less current liabilities)

$
102,469


$
117,172


$
135,368


$
119,104


$
41,727Total assets


354,761



599,089



590,822



543,883



225,638Total liabilities, excluding debt


145,924



174,029



163,803



150,797



60,667Total debt


164,895



159,725



162,114



191,009



53,925Total stockholders investment


43,942



265,335



264,905



202,077



111,046Other Data:Adjusted EBITDA(3)

$
15,179


$
25,736


$
115,607


$
103,808


$
38,741Net cash provided by (used in):Operating activities


9,743



47,575



36,922



44,156



34,177Investing activities


(10,134
)


(53,292
)


(27,625
)


(188,569
)


(8,907
)Financing activities


5,043



(2,394
)


(27,952
)


188,547



(28,427
)Depreciation and amortization


19,062



16,425



14,983



12,064



7,567Capital expenditures, net


12,523



17,274



22,389



20,669



8,907North American Heavy-duty (Class 8) Truck Production
    (units)(4)


205,000



212,000



376,000



341,000



269,000     (1)
    
    Share-based compensation expense in 2004 is related to options
    issued in conjunction with our initial public offering that
    vested immediately. Subsequent share-based compensation is
    recorded in selling, general and administrative expenses.(2)
    
    Earnings (loss) per share has been calculated giving effect to
    the reclassification of our outstanding classes of common stock
    into one class of common stock and, in connection therewith, a
    38.991-to-one stock split.(3)
    
    Adjusted EBITDA is a non-GAAP financial measure that is
    reconciled to net income, its most directly comparable GAAP
    measure, in the accompanying financial tables. Adjusted EBITDA
    is defined as net earnings before interest, taxes, depreciation,
    amortization, gains/losses on the sale of long-lived asset and
    goodwill and intangible asset impairment. In calculating
    Adjusted EBITDA, we exclude the effect of gains/losses on the
    sale of long-lived asset and goodwill and intangible asset
    impairment because our management believes that these items may
    not occur in certain periods and these items do not facilitate
    an understanding of our operating performance. Our management
    utilizes Adjusted EBITDA, in addition to the supplemental
    information, as an operating performance measure in conjunction
    with GAAP measures, such as net income and gross margin
    calculated in conformity with GAAP.      (ii)
    facilitate managements internal comparisons of our
    historical operating performance of its business operations;  (iii)
    facilitate managements external comparisons of the results
    of its overall business to the historical operating performance
    of other companies that may have different capital structures
    and debt levels;  (iv)
    review and assess the operating performance of our management
    team and as a measure in evaluating employee compensation and
    bonuses;  (v)
    analyze and evaluate financial and strategic planning decisions
    regarding future operating investments; and  (vi)
    plan for and prepare future annual operating budgets and
    determine appropriate levels of operating investments. 35




---



##### Table of Contents



Years Ended December 31,2008


2007


2006


2005


2004(In thousands)Net (loss) income

$
(206,759
)

$
(3,251
)

$
58,050


$
49,411


$
17,449Add (subtract):Depreciation and amortization


19,062



16,425



14,983



12,064



7,567Interest expense


15,389



14,147



14,829



13,195



7,244(Benefit) provision for income taxes


(13,969
)


(1,585
)


27,745



29,138



6,481Gain on sale of long-lived assets


(6,075
)














Goodwill and intangible asset impairment


207,531















Adjusted EBITDA

$
15,179


$
25,736


$
115,607


$
103,808


$
38,741Supplemental Information:Noncash loss (gain) on forward exchange contracts

$
13,751


$
9,967


$
(4,203
)

$
(3,793
)

$
(1,290
)Nonrecurring (benefit) provision for prior period debt service






(584
)


750







Loss on early extinguishment of debt






149



318



1,525



1,605Miscellaneous expense (income)


194



(22
)


(15
)


52



43Restructuring charges






1,433











Share based compensation expense


















10,125    (4)
    
    Source: ACT N.A. Commercial Vehicle OUTLOOK (March 2009) 36




---



##### 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




---



##### Table of Contents




    sourcing efforts in Europe and Asia;
    consolidating our supply base to improve purchasing leverage;
    eliminating excess production capacity through the closure and
    consolidation of manufacturing or assembly facilities; and
    implementing Lean Manufacturing and Total Quality Production
    System (TQPS) initiatives to improve operating
    efficiency and product quality.     38




---



##### Table of Contents



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




---



##### Table of Contents



Goodwill and Intangible Assets  Goodwill and Intangible
    Assets Accounting
    for the Impairment or Disposal of Long-Lived Assets Form 10-K
    Intangible Assets  Indefinite-Lived
  Basis for Accounting Treatment 
  Sourcing, Barriers to Entry and Competitor Risks 
 40




---



##### Table of Contents



and/or
  
    Costs associated with setting up a new production line,
    including tooling costs, are typically cost prohibitive in a
    competitive pricing environment;
    The risk associated with potential production delays and a
    disruption to the supply chain typically outweighs any potential
    economic benefit;
    Significant initial outlays of capital and institutional
    production knowledge represent a significant barrier to entry.
    Due to the asset-intensive nature of the businesses, a new
    competitor would require a substantial amount of initial capital;
    Changeover costs are high both from an economic and risk
    standpoint;
    The highly complex nature of successfully producing electronic
    wiring harnesses and complete cab structures in accordance with
    OEM quality standards makes it difficult for a competitor to
    enter the business; and
    There is significant risk in operating the businesses as a
    result of the highly customized nature of the business. For
    example, production runs in the commercial vehicle business are
    significantly smaller and are more build to order in
    nature which requires the systems, expertise, equipment and
    logistics in order to be successful.    Duration and Strength of Existing Customer
    Relationships / Concentrations of Revenue 
    
    Mayflowers and Mononas customers typically make
    purchasing decisions through a team approach versus a single
    decision maker. Mayflower and Monona have historically
    maintained strong relationships with individuals at all levels
    of the decision making process including the engineering,
    operations and purchasing functions in order to successfully
    minimize the impact of any employee turnover at the customer
    level.    
    Mayflower has had relationships with Volvo/Mack, Daimler Trucks
    and International since 1965, 1997 and 2001, respectively. We
    and/or our
    predecessor entities, had pre-existing relationships with these
    same customers since 1949, 1954 and 1950, respectively. These
    customers comprised approximately 89%, 89% and 88% of
    Mayflowers revenues for fiscal years 2008, 2007 and 2006,
    respectively.
    Monona has had relationships with Deere & Co.,
    Caterpillar and Oshkosh Corporation since 1969, 1970 and 1985,
    respectively. We
    and/or our
    predecessor entities, had pre-existing relationships with these
    same customers since 1987, 1958 and 1950, respectively. These
    customers comprised approximately 85%, 84% and 85% of
    Mononas revenues for fiscal years 2008, 2007 and 2006,
    respectively.  Valuation Methodology 
 41




---



##### Table of Contents



Form 10-K
    
    The revenue projections that we relied upon to substantiate the
    economic consideration paid for the businesses is almost
    exclusively tied to the existing customer base. With regard to
    the valuation process, we projected less than 1% of total
    revenue in 2005 and 2006 to be lost due to core customer
    attrition and no core customer attrition thereafter.
    Contributory asset charges were deducted for assets that
    contribute to income generation including: (i) net working
    capital; (ii) personal property; (iii) real property;
    (iv) tradename and trademarks; and (v) an assembled
    workforce.
    The cash flows associated with the customer relationships
    acquired in the Mayflower and Monona transactions were
    discounted at a rate of return of 25.0% and 29.5%, respectively,
    which was approximately equal to the equity rate of return.  Intangible Assets  Definite-Lived
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Goodwill and Intangible Asset Impairment
        Form 10-K.
  Accounting for Income Taxes 
 42




---



##### Table of Contents



Accounting for
    Uncertainty in Income Taxes  an Interpretation of
    FASB Statement No. 109,
  Warranties 
  Pension and Other Post-Retirement Benefit
    Plans
  Our Assumptions
      
    discount rate;
    expected return on plan assets; and
    health care cost trend rates.  Discount Rate
  Expected Long-Term Rate of Return
 43




---



##### Table of Contents



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, 2008:Discount rate

$
(326
)

$
176Expected long-term rate of return on plan assets

$
(478
)

$
478(Decrease) increase due to change in assumptions used to
    determine benefit obligations for the year ended
    December 31, 2008:Discount rate

$
(7,330
)

$
9,320   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

$
26


$
(25
)Other post-retirement benefit liability

$
96


$
(90
)   Recently
    Issued Accounting Pronouncements
  Form 10-K and/or
 44




---



##### Table of Contents



Results
    of Operations
    2008


2007


2006Revenues


100.0
%


100.0
%


100.0
%Cost of revenues


90.3



89.0



83.7Gross profit


9.7



11.0



16.3Selling, general and administrative expenses


8.2



8.0



5.7Amortization expense


0.2



0.1



Gain on sale of long-lived asset


(0.8
)






Goodwill and intangible asset impairment


27.2







Restructuring charges






0.2



Operating (loss) income


(25.1
)


2.7



10.6Other expense (income)


1.8



1.3



(0.4
)Interest expense


2.0



2.0



1.6(Loss) income before income taxes


(28.9
)


(0.6
)


9.4(Benefit) provision for income taxes


(1.8
)


(0.2
)


3.0Net (loss) income


(27.1
)%


(0.4
)%


6.4
%   Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Revenues.
  
    increased acquisition related revenue of approximately
    $49.7 million from the full year impact of PEKM and Gage,
    which were acquired in October 2007;
    fluctuations in production levels and net new business awards
    for our European, Australian and Asian markets of approximately
    $12.1 million;
    fluctuations in productions levels, net new business awards and
    raw material surcharge recovery for our North American end
    markets were offset by a 3% decrease in North American
    Heavy-duty (class 8) truck production levels, resulting in
    approximately $11.8 million of net increased revenues; and
    unfavorable foreign exchange fluctuations from the translation
    of our foreign operations into U.S. Dollars of
    approximately $6.9 million.  Gross Profit.
  Selling, General and Administrative
    Expenses.
 45




---



##### Table of Contents



Amortization Expense.
  Gain on Sale of Long-Lived Assets.
  Goodwill and Intangible Asset
    Impairment.
  Restructuring Charges.
  Other Expense (Income).
  Interest Expense.
  Loss on Early Extinguishment of Debt.
  (Benefit) Provision for Income Taxes.
  Net Loss.
  Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Revenues.
  
    a 43.9% decrease in North American Heavy-duty
    (Class 8) truck production, fluctuations in production
    levels for other North American end markets and net new business
    awards resulted in approximately $270.4 million of
    decreased revenues. 46




---



##### Table of Contents




    increased acquisition related revenue of approximately
    $29.0 million from the full year impact of the acquisition
    of C.I.E.B. and the partial year impact of PEKM and Gage;
    an increase in production levels, fluctuations in content and
    net new business awards for our European, Australian and Asian
    markets of approximately $8.4 million;
    favorable foreign exchange fluctuations from the translation of
    our foreign operations into U.S. Dollars of approximately
    $11.0 million.  Gross Profit.
  Selling, General and Administrative
    Expenses.
  Amortization Expense.
  Restructuring Charges.
  Other Expense (Income).
  Interest Expense.
  Loss on Early Extinguishment of Debt.
  (Benefit) Provision for Income Taxes.
 47




---



##### Table of Contents



Net (Loss) Income.
  Liquidity
    and Capital Resources
  Cash
    Flows
        Debt
    and Credit Facilities
    
    $14.8 million under our prior revolving credit facility and
    $0.1 million of capital lease obligations. The weighted
    average rate on these borrowings, for the year ended
    December 31, 2008, was approximately 7.5% with respect to
    the revolving borrowings and;
    $150.0 million of 8.0% senior notes due 2013.  Prior Senior Credit Agreement
       48




---



##### Table of Contents



EITF 98-14 No. 96-19, Debtors Accounting for a Modification or Exchange of
    Debt Instruments
        Loan and Security Agreement
         49




---



##### Table of Contents




    a domestic base rate equal to the rate announced by Bank of
    America, N.A. from time to time as its prime rate (which rate
    shall not be less than the current rate for one-month LIBOR
    loans plus 1%), plus 4.00%; or
    a LIBOR rate equal to the British Bankers Association LIBOR
    rate, plus 5.00%.          EBITDA (as Defined in the Loanand Security Agreement, asPeriod Ending on or Around

Amended)April 1, 2009 through April 30, 2009

$
(3,250,000
)April 1, 2009 through May 31, 2009

$
(3,530,000
)April 1, 2009 through June 30, 2009

$
(1,750,000
)April 1, 2009 through July 31, 2009

$
1,200,000April 1, 2009 through August 30, 2009

$
3,600,000April 1, 2009 through September 30, 2009

$
9,200,000April 1, 2009 through October 31, 2009

$
13,200,000April 1, 2009 through November 30, 2009

$
17,600,000April 1, 2009 through December 31, 2009

$
22,000,000        50




---



##### Table of Contents



8% Senior Notes due 2013
  pari passu
     51




---



##### 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

$
164,895


$
81


$
14


$
164,800


$
Estimated interest payments


32,778



13,113



13,110



6,555



Operating lease obligations


62,029



11,106



17,564



12,015



21,344Pension and other post-retirement funding


33,797



2,499



5,413



6,455



19,430FIN 48 obligations


951



951











Total

$
294,450


$
27,750


$
36,101


$
189,825


$
40,774           Off-Balance
    Sheet Arrangements
     52




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Risk
      Foreign
    Currency Risk
  Accounting for
    Derivative Instruments and Hedging Activities.
  Form 10-K.
    Foreign
    Currency Transactions
   53




---



##### Table of Contents



Effects
    of Inflation
   54




---



##### 



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


56Consolidated Balance Sheets as of
    December 31, 2008 and 2007


57Consolidated Statements of Operations for the
    years ended December 31, 2008, 2007 and 2006


58Consolidated Statements of Stockholders
    Investment for the years ended December 31, 2008, 2007 and
    2006


59Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


60Notes to Consolidated Financial Statements


61Item 15  Exhibits and Financial
    Statement Schedules


106   55




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             Internal Control  Integrated Framework
      56




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 December 31,
    2008 and 2007
  2008


2007(In thousands, exceptshare and per share amounts)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
7,310


$
9,867Accounts receivable, net of reserve for doubtful accounts of
    $3,419 and $3,758, respectively


100,898



107,687Inventories, net


90,782



96,385Prepaid expenses


20,428



16,508Deferred income taxes






12,989Total current assets


219,418



243,436PROPERTY, PLANT AND EQUIPMENTLand and buildings


31,747



32,793Machinery and equipment


152,618



146,448Construction in progress


8,895



16,636Less accumulated depreciation


(102,868
)


(97,619
)Property, plant and equipment, net


90,392



98,258GOODWILL






151,189INTANGIBLE ASSETS, net of accumulated amortization of $1,618 and
    $1,687, respectively


34,610



97,575OTHER ASSETS, net


10,341



8,631TOTAL ASSETS

$
354,761


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

$
81


$
116Accounts payable


73,451



93,033Accrued liabilities, other


43,417



33,115Total current liabilities


116,949



126,264LONG-TERM DEBT, net of current maturities


164,814



159,609DEFERRED TAX LIABILITIES






27,076PENSION AND OTHER POST-RETIREMENT BENEFITS


19,885



18,335OTHER LONG-TERM LIABILITIES


9,171



2,470Total liabilities


310,819



333,754COMMITMENTS AND CONTINGENCIES (Note 11)STOCKHOLDERS INVESTMENT:Preferred stock $.01 par value; 5,000,000 shares
    authorized; no shares issued and outstanding; common stock
    $.01 par value; 30,000,000 shares authorized;
    21,746,415 and 21,536,814 shares issued and outstanding,
    respectively


217



215Treasury stock purchased from employees; 46,474 shares and
    28,153 shares, respectively


(455
)


(414
)Additional paid-in capital


180,848



177,421Retained (loss) earnings


(118,311
)


88,818Accumulated other comprehensive loss


(18,357
)


(705
)Total stockholders investment


43,942



265,335TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT

$
354,761


$
599,089    57




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 Years
    Ended December 31, 2008, 2007 and 2006
  2008


2007


2006(In thousands, except per share amounts)REVENUES

$
763,489


$
696,786


$
918,751COST OF REVENUES


689,284



620,145



768,913Gross Profit


74,205



76,641



149,838SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


62,764



55,493



51,950AMORTIZATION EXPENSE


1,379



894



414GAIN ON SALE OF LONG-LIVED ASSETS


(6,075
)






GOODWILL AND INTANGIBLE ASSET IMPAIRMENT


207,531







RESTRUCTURING COSTS






1,433



Operating (Loss) Income


(191,394
)


18,821



97,474OTHER EXPENSE (INCOME)


13,945



9,361



(3,468
)INTEREST EXPENSE


15,389



14,147



14,829LOSS ON EARLY EXTINGUISHMENT OF DEBT






149



318(Loss) Income Before Provision for Income Taxes


(220,728
)


(4,836
)


85,795(BENEFIT) PROVISION FOR INCOME TAXES


(13,969
)


(1,585
)


27,745NET (LOSS) INCOME

$
(206,759
)

$
(3,251
)

$
58,050(LOSS) EARNINGS PER COMMON SHARE:Basic

$
(9.58
)

$
(0.15
)

$
2.74Diluted

$
(9.58
)

$
(0.15
)

$
2.69WEIGHTED AVERAGE SHARES OUTSTANDING:Basic


21,579



21,439



21,151Diluted


21,579



21,439



21,545    58




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS INVESTMENT
 Years
    Ended December 31, 2008, 2007 and 2006
  Accum.Retained





OtherAdditional


Earnings





Comp.Common Stock


Treasury


Paid-In


(Accum.


Deferred


Income /Shares


Amount


Stock


Capital


Deficit)


Comp.


(Loss)


Total(In thousands, except share data)BALANCE  December 31, 2005


21,145,954


$
211


$



$
172,514


$
33,957


$
(3,262
)

$
(1,343
)

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


341,685



4







2,141















2,145Issuance of restricted stock


54,328



1























1Effect of accounting change  SFAS 123(r)


(167,300
)


(2
)






(3,262
)






3,262







(2
)Treasury stock purchased from employees at cost


(5,836
)






(115
)


















(115
)Share-based compensation expense














2,006















2,006Excess tax benefit  equity transactions














645















645Comprehensive income:Net income


















58,050











58,050Foreign currency translation adjustment


























3,874



3,874Minimum pension liability adjustment, net of tax


























(304
)


(304
)Total comprehensive income






























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


























(3,472
)


(3,472
)BALANCE  December 31, 2006


21,368,831


$
214


$
(115
)

$
174,044


$
92,007


$



$
(1,245
)

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


68,778











463















463Issuance of restricted stock


121,522



1























1Treasury stock purchased from employees at cost


(22,317
)






(299
)


















(299
)Share-based compensation expense














3,084















3,084Excess tax benefit  equity transactions














(170
)














(170
)Comprehensive loss:Net loss


















(3,251
)










(3,251
)Foreign currency translation adjustment


























(589
)


(589
)Minimum pension liability adjustment, net of tax


























1,296



1,296Derivative instruments


























(167
)


(167
)Total comprehensive loss






























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


















62











62BALANCE  December 31, 2007


21,536,814


$
215


$
(414
)

$
177,421


$
88,818


$



$
(705
)

$
265,335Issuance of restricted stock


227,922



2























2Treasury stock purchased from employees at cost


(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
)

$
43,942    59




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 Years
    Ended December 31, 2008, 2007 and 2006
  2008


2007


2006(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income

$
(206,759
)

$
(3,251
)

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


19,062



16,425



14,983Noncash amortization of debt financing costs


671



859



895Loss on early extinguishment of debt






149



318Shared-based compensation expense


3,784



3,084



2,006Gain on sale of assets


(5,786
)


(10
)


(665
)Pension and other post-retirement curtailment gain










(3,865
)Deferred income tax (benefit) provision


(1,069
)


9,691



9,417Noncash loss (gain) on forward exchange contracts


13,751



9,967



(4,203
)Goodwill and intangible asset impairment


207,531







Change in other operating items:Accounts receivable


692



28,347



(4,369
)Inventories


(533
)


3,809



(16,603
)Prepaid expenses


(5,497
)


3,071



(21,819
)Accounts payable and accrued liabilities


(14,349
)


(24,830
)


2,213Other assets and liabilities


(1,755
)


264



564Net cash provided by operating activities


9,743



47,575



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


(12,110
)


(16,981
)


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


7,468



549



352Proceeds from disposal/sale of other assets










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


(3,807
)


(36,049
)


(9,452
)Other assets and liabilities


(1,685
)


(811
)


(1,230
)Net cash used in investing activities


(10,134
)


(53,292
)


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






464



2,140Purchases of treasury stock from employees


(41
)


(299
)


(115
)Excess tax benefit from equity incentive plans


(355
)


(170
)


645Repayment of revolving credit facility


(210,966
)


(129,490
)


(74,711
)Borrowings under revolving credit facility


216,535



137,521



72,398Repayments of long-term borrowings






(10,295
)


(28,210
)Payments on capital lease obligations


(130
)


(125
)


(99
)Net cash provided by (used in) financing activities


5,043



(2,394
)


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


(7,209
)


(1,843
)


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


(2,557
)


(9,954
)


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


9,867



19,821



40,641End of period

$
7,310


$
9,867


$
19,821SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest

$
13,690


$
13,185


$
13,869Cash (received) paid for income taxes, net

$
(3,285
)

$
(10,807
)

$
29,197Unpaid purchases of property and equipment included in accounts
    payable

$
413


$
293


$
3,062    60




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 Years
    Ended December 31, 2008, 2007 and 2006
  1.
    Organization    2.
    Significant
    Accounting Policies  Principles of Consolidation
  Use of Estimates
  Cash and Cash Equivalents
  Accounts Receivable
  Inventories
  first-in,
 61




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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     Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Intangible
    Assets  Indefinite-Lived
  Basis for Accounting Treatment
    Sourcing, Barriers to Entry and Competitor Risks
  and/or
  
    Costs associated with setting up a new production line,
    including tooling costs, are typically cost prohibitive in a
    competitive pricing environment;
    The risk associated with potential production delays and a
    disruption to the supply chain typically outweighs any potential
    economic benefit;
    Significant initial outlays of capital and institutional
    production knowledge represent a significant barrier to entry.
    Due to the asset-intensive nature of the businesses, a new
    competitor would require a substantial amount of initial capital;
    Changeover costs are high both from an economic and risk
    standpoint;
    The highly complex nature of successfully producing electronic
    wiring harnesses and complete cab structures in accordance with
    OEM quality standards makes it difficult for a competitor to
    enter the business; and 62




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    There is significant risk in operating the businesses as a
    result of the highly customized nature of the business. For
    example, production runs in the commercial vehicle business are
    significantly smaller and are more build to order in
    nature which requires the systems, expertise, equipment and
    logistics in order to be successful.    Duration
    and Strength of Existing Customer Relationships/Concentrations
    of Revenue
      
    Mayflowers and Mononas customers typically make
    purchasing decisions through a team approach versus a single
    decision maker. Mayflower and Monona have historically
    maintained strong relationships with individuals at all levels
    of the decision making process including the engineering,
    operations and purchasing functions in order to successfully
    minimize the impact of any employee turnover at the customer
    level.    
    Mayflower has had relationships with Volvo/Mack, Daimler Trucks
    and International since 1965, 1997 and 2001, respectively. We
    and/or our
    predecessor entities, had pre-existing relationships with these
    same customers since 1949, 1954 and 1950, respectively. These
    customers comprised approximately 89%, 89% and 88% of
    Mayflowers revenues for fiscal years 2008, 2007 and 2006,
    respectively.
    Monona has had relationships with Deere & Co.,
    Caterpillar and Oshkosh Corporation since 1969, 1970 and 1985,
    respectively. We
    and/or our
    predecessor entities, had pre-existing relationships with these
    same customers since 1987, 1958 and 1950, respectively. These
    customers comprised approximately 85%, 84% and 85% of
    Mononas revenues for fiscal years 2008, 2007 and 2006,
    respectively.  Valuation
    Methodology
      
    The revenue projections that we relied upon to substantiate the
    economic consideration paid for the businesses is almost
    exclusively tied to the existing customer base. With regard to
    the valuation process, we 63




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Contributory asset charges were deducted for assets that
    contribute to income generation including: (i) net working
    capital; (ii) personal property; (iii) real property;
    (iv) tradename and trademarks; and (v) an assembled
    workforce.
    The cash flows associated with the customer relationships
    acquired in the Mayflower and Monona transactions were
    discounted at a rate of return of 25.0% and 29.5%, respectively,
    which was approximately equal to the equity rate of return.    Intangible Assets  Definite-Lived
  Other Assets
  Revenue Recognition Revenue Recognition in Financial
    Statements Revenue
    Recognition
   64




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##### Table of Contents



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


2007Balance  Beginning of the year

$
3,958


$
5,197Increase due to acquisitions






269Additional provisions recorded


3,237



2,155Deduction for payments made


(3,558
)


(3,691
)Currency translation adjustment


69



28Balance  End of year

$
3,706


$
3,958   Income Taxes Accounting for Income Taxes Accounting for Uncertainty
    in Income Taxes  an interpretation of SFAS 109.
  Comprehensive Loss Reporting Comprehensive
    Income
  2008


2007Foreign currency translation adjustment

$
(8,209
)

$
4,868Pension liability


(10,148
)


(5,406
)Unrealized loss on derivative instruments






(167
)$
(18,357
)

$
(705
)  65




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair Value of Financial Instruments
  Concentrations of Credit Risk
  2008


2007


2006International


15
%


11
%


22
%PACCAR


12



14



17Caterpillar


11



11



8Daimler Trucks


11



11



13Volvo/Mack


10



11



13     Foreign Currency Translation
  Foreign Currency Forward Exchange Contracts
  Local





U.S. $Currency


U.S. $


EquivalentAmount


Equivalent


Fair ValueCommitments to sell currencies:Eurodollar


31,708



33,404



42,188Swedish krona


432



54



56Japanese yen


2,082,700



15,077



21,607    66




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recently Issued Accounting Pronouncements Fair
    Value Measurements
  No. 157-1 No. 157-2. No. 157-1 No. 157-2 No. 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities Accounting for Certain Investments in
    Debt and Equity Securities,
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(R)
  FIN 39-1, Amendment of FASB Interpretation No. 39. FIN No. 39-1 Offsetting of Amounts Related to
    Certain Contracts FIN No. 39-1
 67




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FIN No. 39-1
  Business Combinations Noncontrolling Interests in Consolidated Finance
    Statements
  Disclosures about Derivative Instruments and Hedging
    Activities an Amendment of FASB No. 133.
    S Accounting for Derivative Instruments
    and Hedging Activities.
  No. FAS 142-3, Determination of the Useful Life of Intangible Assets Goodwill and Other Intangible Assets.
  No. 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities
  Employers Disclosures about Postretirement Benefit Plan
    Assets Employers Disclosures about Pensions and Other
    Postretirement Benefits
  3.
    Fair
    Value Measurement   68




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Level 1
  Level 2
  Level 3
    2008


2007Total


Level 1


Level 2


Level 3


Total


Level 1


Level 2


Level 3Derivative assets(1)

$
32


$



$
32


$



$



$



$



$
Deferred compensation(2)


1,223



1,223











842



842







Total assets

$
1,255


$
1,223


$
32


$



$
842


$
842


$



$
Derivative liabilities(1)

$
15,331


$



$
15,331


$



$
1,497


$



$
1,497


$
     (1)
    
    Based on observable market transactions of spot and forward
    rates.(2)
    
    Deferred compensation includes mutual funds and cash equivalents
    for payment of certain non-qualified benefits for employees.  4.
    Business
    Combinations  cut-and-sew
          69




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##### Table of Contents



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

$
753,955Operating income

$
20,967Net income

$
(4,042
)Earnings Per Share:Basic

$
(0.19
)Diluted

$
(0.19
)   5.  Inventories,
    net
    2008


2007Raw materials

$
57,954


$
62,129Work in process


19,763



19,811Finished goods


19,437



19,862Less: excess and obsolete


(6,372
)


(5,417
)$
90,782


$
96,385   6.  Accrued
    Liabilities, Other
    2008


2007Compensation and benefits

$
13,194


$
11,389Interest


5,957



6,039Warranty costs


3,706



3,958Legal and professional fees


2,634



3,098Loss contracts


2,174



140Foreign currency forward contracts


10,096



Other


5,656



8,491$
43,417


$
33,115   7.
    Restructuring
    and Integration  Restructuring Accounting for Costs Associated with
    Exit or Disposal Activities
 70




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##### Table of Contents



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


ContractualCosts


Costs


TotalBalance  December 31, 2007

$
646


$



$
646Provisions


(206
)






(206
)Utilizations


(440
)






(440
)Balance  December 31, 2008

$



$



$
     Integration
  Facility ExitEmployee


and OtherCosts


Contractual Costs


TotalBalance  December 31, 2006

$



$
247


$
247Utilizations






(141
)


(141
)Balance  December 31, 2007






106



106Utilizations






(106
)


(106
)Balance  December 31, 2008

$



$



$
  71




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Debt    2008


2007Revolving credit facilities bore interest at a weighted average
    of 7.5% as of December 31, 2008 and 8.5% as of
    December 31, 2007 due 2010

$
14,800


$
9,5008.0% senior notes due 2013


150,000



150,000Other


95



225164,895



159,725Less current maturities


81



116$
164,814


$
159,609     Year Ending December 31,2009

$
812010


132011


12012


14,8002013


150,000Thereafter


   Credit Agreement No. 98-14, Debtors Accounting for the Changes in Line-of-Credit or
    Revolving-Debt Arrangements (EITF 98-14), No. 96-19, Debtors Accounting for a Modification or Exchange of
    Debt Instruments (EITF 96-19). EITF 98-14. EITF 96-19,
     72




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 98-14,
        Terms, Covenants and Compliance Status
    pari passu
   73




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Goodwill
    and Intangible Assets  Goodwill and Intangible Assets  Form 10-K
   74




---



##### Table of Contents



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

$
151,189Increase due to acquisition


Post-acquisition adjustments


(1,043
)Currency translation adjustment


(5,454
)Goodwill impairment


(144,692
)Balance  December 31, 2008

$
     December 31, 2008Weighted-AverageAmortization


Gross Carrying


Accumulated


Net CarryingPeriod


Amount


Amortization


AmountDefinite-lived intangible assets:Tradenames/Trademarks


30 years


$
9,790


$
(1,242
)

$
8,548Licenses


7 years



438



(376
)


62$
10,228


$
(1,618
)

$
8,610Indefinite-lived intangible assets:Customer relationships





$
26,000


$



$
26,000Total consolidated intangible assets













$
34,610   75




---



##### Table of Contents



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


Gross Carrying


Accumulated


Net CarryingPeriod


Amount


Amortization


AmountDefinite-lived intangible assets:Tradenames/Trademarks


30 years


$
9,790


$
(915
)

$
8,875Licenses


7 years



438



(313
)


125Customer relationships


15 years



14,234



(459
)


13,775$
24,462


$
(1,687
)

$
22,775Indefinite-lived intangible assets:Goodwill





$
151,189


$



$
151,189Customer relationships






74,800







74,800$
225,989


$



$
225,989Total consolidated goodwill and intangible assets













$
248,764       2009

$
3892010

$
3262011

$
3262012

$
3262013

$
326        76




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Accounting
    for Income Taxes    2008


2007


2006Domestic

$
(191,758
)

$
(15,296
)

$
76,336Foreign


(28,970
)


10,460



9,459Total

$
(220,728
)

$
(4,836
)

$
85,795     2008


2007


2006Federal provision at statutory rate

$
(77,255
)

$
(1,693
)

$
30,028U.S. tax on foreign income


5,911



1,917



272Foreign tax provision


1,479



(941
)


(231
)State taxes, net of federal benefit


(3,347
)


961



1,864Extraterritorial income exclusion










(2,169
)Tax reserves


1,168



(1,673
)


(166
)Change in valuation allowance


37,932



1,249



41Goodwill/intangible impairment


20,253







Tax credits


(1,400
)


(2,466
)


(1,275
)FAS 123R


841







Other


449



1,061



(619
)(Benefit) provision for income taxes

$
(13,969
)

$
(1,585
)

$
27,745     2008


2007


2006Current

$
(12,544
)

$
(10,635
)

$
18,328Deferred


(1,425
)


9,050



9,417(Benefit) provision for income taxes

$
(13,969
)

$
(1,585
)

$
27,745  77




---



##### Table of Contents



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


2007Current deferred tax assets (liabilities):Accounts receivable

$
771


$
820Inventories


3,521



2,937Warranty costs


2,146



1,859Foreign exchange contracts


5,138



524Stock options






1,487Accrued benefits


3,587



4,942Other accruals not currently deductible for tax purposes


(1,419
)


42013,744



12,989Valuation allowance


(14,054
)


Net current deferred tax (liabilities) assets

$
(310
)

$
12,989Noncurrent deferred tax liabilities:Amortization and fixed assets

$
17,195


$
(33,062
)Pension obligation


4,515



2,076Net operating loss carryforwards


2,575



1,903Tax credit carryforwards


3,106



6,216Stock options


1,415



Other accruals not currently available for tax purposes


2,003



(2,920
)30,809



(25,787
)Valuation allowance


(30,499
)


(1,289
)Net noncurrent deferred tax assets (liabilities)

$
310


$
(27,076
)        78




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 79




---



##### Table of Contents



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


2007Balance  December 31, 2007

$
2,695


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


46



309Gross decreases  tax positions in prior periods


(92
)


Gross increases  current period tax positions


311



313Lapse of statute of limitations






(1,871
)Balance  December 31, 2008

$
2,960


$
2,695   11.
    Segment
    Reporting  Disclosures about Segments of an
    Enterprise and Related Information,
    Years Ended December 31,2008


2007


2006Long-Lived





Long-Lived





Long-LivedRevenues


Assets


Revenues


Assets


Revenues


AssetsNorth America

$
587,757


$
80,244


$
538,116


$
85,817


$
800,069


$
81,930United Kingdom


115,674



4,080



132,972



5,913



106,545



5,861All other countries


60,058



6,068



25,698



6,528



12,137



2,597$
763,489


$
90,392


$
696,786


$
98,258


$
918,751


$
90,388       Years Ended December 31,2008


2007


2006Revenues


%


Revenues


%


Revenues


%Seats and seating systems

$
267,005



35


$
248,098



35


$
266,401



29Electronic wire harnesses and panel assemblies


178,192



23



130,863



19



103,417



11Cab structures, sleeper boxes, body panels and structural
    components


156,431



21



150,371



22



317,682



35Trim systems and components


108,324



14



109,869



16



158,707



17Mirrors, wipers and controls


53,537



7



57,585



8



72,544



8$
763,489



100


$
696,786



100


$
918,751



100  80




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Commitments
    and Contingencies  Leases
  Year Ending December 31,2009

$
11,1062010


9,3452011


8,2192012


6,6312013


5,384Thereafter


21,344   Guarantees Guarantors
    Accounting and Disclosure Requirements for Guarantees, Including
    Indirect Guarantees of Indebtedness of Others,
  Litigation
  13.
    Stockholders
    Investment  Common Stock
  Preferred Stock
  Earnings Per Share Earnings per Share Share-Based Payment
 81




---



##### Table of Contents



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


2007


2006Net (loss) income applicable to common stockholders
     basic and diluted

$
(206,759
)

$
(3,251
)

$
58,050Weighted average number of common shares outstanding


21,579



21,439



21,151Dilutive effect of outstanding stock options and restricted
    stock grants after application of the treasury stock method










394Dilutive shares outstanding


21,579



21,439



21,545Basic (loss) earnings per share

$
(9.58
)

$
(0.15
)

$
2.74Diluted (loss) earnings per share

$
(9.58
)

$
(0.15
)

$
2.69     Dividends
  14.
    Share-Based
    Compensation  Accounting for Stock-Based
    Compensation Statement of Cash Flows
      Stock Option Grants and Restricted Stock
    Awards
 82




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               83




---



##### 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, 2007


750


$
12.45



6.5


$
2,013Granted














Exercised














Forfeited


(29
)


9.43







Outstanding at December 31, 2008


721


$
12.58



5.7


$
Exercisable at December 31, 2008


721


$
12.58



5.7


$
Nonvested, expected to vest at December 31, 2008





$







$
  84




---



##### Table of Contents



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


Nonvested Restricted StockWeighted-





Weighted-Average





AverageOptions


Grant-Date


Shares


Grant-Date(000s)


Fair Value


(000s)


Fair ValueNonvested at December 31, 2007





$




520


$
16.94Granted










798



1.17Vested










(228
)


18.24Forfeited










(18
)


10.85Nonvested at December 31, 2008





$




1,072


$
8.49       Repurchase of Common Stock
  15.
    Defined
    Contribution Plans, Pension and Other Post-Retirement Benefit
    Plans  Defined Contribution Plans
  Pension and Other Post-Retirement Benefit
    Plans
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(R)
 85




---



##### 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 Plans2008


2007


2008


2007


2008


2007Change in benefit obligation:Benefit obligation  Beginning of year

$
31,002


$
30,622


$
47,076


$
47,067


$
2,774


$
2,447Service cost


435



420











18



17Interest cost


2,288



1,739



1,987



2,301



165



139Plan amendments






211















414Benefits paid


(1,577
)


(1,008
)


(1,151
)


(3,365
)


(511
)


(336
)Actuarial (gain) loss


(565
)


(982
)


(6,940
)


459



(135
)


93Exchange rate changes










(12,835
)


614







Benefit obligation at end of year


31,583



31,002



28,137



47,076



2,311



2,774Change in plan assets:Fair value of plan assets  Beginning of year


26,256



20,588



35,649



37,013



86



Actual return on plan assets


(6,086
)


4,476



(4,132
)


570







Employer contributions


1,702



2,200



762



947



425



422Benefits paid


(1,577
)


(1,008
)


(1,151
)


(3,365
)


(511
)


(336
)Exchange rate changes










(9,719
)


484







Fair value of plan assets at end of year


20,295



26,256



21,409



35,649







86Funded status

$
(11,288
)

$
(4,746
)

$
(6,728
)

$
(11,427
)

$
(2,311
)

$
(2,688
)     OtherPost-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2008


2007


2008


2007


2008


2007Current liabilities

$



$



$



$



$
442


$
527Noncurrent liabilities


11,288



4,746



6,728



11,427



1,869



2,161Net amount recognized

$
11,288


$
4,746


$
6,728


$
11,427


$
2,311


$
2,688  86




---



##### Table of Contents



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


Non-U.S. Pension Plans2008


2007


2008


2007Projected benefit obligation

$
31,583


$
31,002


$
28,137


$
47,076Accumulated benefit obligation

$
31,583


$
31,002


$
28,137


$
47,076Fair value of plan assets

$
20,295


$
26,256


$
21,409


$
35,649     Other Post-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2008


2007


2006


2008


2007


2006


2008


2007


2006Service cost

$
323


$
420


$
628


$



$



$
263


$
13


$
17


$
61Interest cost


1,831



1,739



1,684



1,987



2,301



2,253



139



139



164Expected return on plan assets


(1,980
)


(1,539
)


(1,649
)


(1,543
)


(2,178
)


(2,030
)










Amortization of prior service costs






















6











Recognized actuarial (gain) loss


(13
)










192



191



263



(63
)






Net periodic benefit cost


161



620



663



636



314



755



89



156



225Curtailment (gain) loss










(1,949
)










151











(2,057
)Special Termination Benefits






211



59



















414



207Net benefit cost (gain)

$
161


$
831


$
(1,227
)

$
636


$
314


$
906


$
89


$
570


$
(1,625
)   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 Plans2008


2007


2008


2007


2008


2007Actuarial loss (gain)

$
7,993


$
(3,919
)

$
(1,265
)

$
2,066


$
(135
)

$
93Amortization of actuarial loss (gain)


14







(192
)


(191
)


72



Total recognized in other comprehensive income (loss)

$
8,007


$
(3,919
)

$
(1,457
)

$
1,875


$
(63
)

$
93    87




---



##### Table of Contents



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

Non-U.S. Pension Plans

Benefit Plans2008

2007

2006

2008

2007

2006

2008

2007

2006Discount rate


6.13
%


6.00
%


5.75
%


6.50
%


5.90
%


5.00
%


6.13
%


6.00
%


5.75
%Rate of compensation increase


N/A



N/A



N/A



N/A



N/A



N/A



N/A



N/A



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


Non-U.S. Pension Plans


Benefit Plans2008


2007


2006


2008


2007


2006


2008


2007


2006Discount rate


6.00
%


5.75
%


5.50
%


5.90
%


5.00
%


5.00
%


6.00
%


5.75
%


5.50-5.75
%Expected return on plan assets


7.50
%


7.50
%


8.50
%


6.00
%


6.00
%


6.00
%


N/A



N/A



N/ARate of compensation increase


N/A



N/A



N/A



N/A



N/A



3.30
%


N/A



N/A



N/A   non-U.S. stocks
    Target Allocation


Pension PlansU.S.


Non-U.S.


2008


2007Equity securities


52
%


58
%


51
%


54
%Debt securities


33



32



36



24Real estate


15



10



13



18Other














4100
%


100
%


100
%


100
%    88




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##### 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

$
26


$
(25
)Other post-retirement benefit liability

$
96


$
(90
)     Other Post-RetirementYear

Pension Plans


Benefit Plans2009

$
2,057


$
4422010

$
2,229


$
4362011

$
2,380


$
3682012

$
2,754


$
3472013

$
3,026


$
3282014 to 2018

$
18,861


$
569   16.
    Related
    Party Transactions      17.
    Consolidating
    Guarantor and Non-Guarantor Financial Information     89




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATED
    BALANCE SHEET
    As of December 31, 2008
  Parent


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


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

$



$
55


$
7,255


$



$
7,310Accounts receivable, net






88,918



13,056



(1,076
)


100,898Inventories, net






59,554



32,113



(885
)


90,782Prepaid expenses






4,226



4,765



11,437



20,428Deferred income taxes






(2,868
)


5,673



(2,805
)


Total current assets






149,885



62,862



6,671



219,418PROPERTY, PLANT AND 
    EQUIPMENT, net






80,154



10,238







90,392INVESTMENT IN SUBSIDIARIES


62,537



44,647



50,305



(157,489
)


GOODWILL AND INTANGIBLE ASSETS, net






34,610











34,610OTHER ASSETS, net






35,821



3,354



(28,834
)


10,341TOTAL ASSETS

$
62,537


$
345,117


$
126,759


$
(179,652
)

$
354,761LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt

$



$
81


$



$



$
81Accounts payable






54,365



20,161



(1,075
)


73,451Accrued liabilities, other






20,590



16,057



6,770



43,417Total current liabilities






75,036



36,218



5,695



116,949LONG-TERM DEBT, net






164,800



25,731



(25,717
)


164,814DEFERRED TAX LIABILITIES






29,714



(816
)


(28,898
)


PENSION AND OTHER POST-RETIREMENT BENEFITS






13,157



6,728







19,885OTHER LONG-TERM LIABILITIES






2,566



6,605







9,171Total liabilities






285,273



74,466



(48,920
)


310,819STOCKHOLDERS INVESTMENT


62,537



59,844



52,293



(130,732
)


43,942TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT

$
62,537


$
345,117


$
126,759


$
(179,652
)

$
354,761  90




---



##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
569,672


$
226,295


$
(32,478
)

$
763,489COST OF REVENUES






520,839



199,817



(31,372
)


689,284Gross Profit






48,833



26,478



(1,106
)


74,205SELLING, GENERAL AND ADMINISTRATIVE EXPENSES






43,993



19,603



(832
)


62,764AMORTIZATION EXPENSE






414



965







1,379GAIN ON SALE OF LONG-LIVED ASSETS






(6,075
)










(6,075
)GOODWILL AND INTANGIBLE ASSET IMPAIRMENT






162,224



45,307







207,531Operating (Loss) Income






(151,723
)


(39,397
)


(274
)


(191,394
)OTHER (INCOME) EXPENSE






(1,951
)


15,896







13,945INTEREST EXPENSE (INCOME)






14,804



2,511



(1,926
)


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






(164,576
)


(57,804
)


1,652



(220,728
)BENEFIT FOR INCOME TAXES






(11,176
)


(2,793
)






(13,969
)NET (LOSS) INCOME

$



$
(153,400
)

$
(55,011
)

$
1,652


$
(206,759
)  91




---



##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


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

$



$
(153,400
)

$
(55,011
)

$
1,652


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






14,297



4,765







19,062Noncash amortization of debt financing costs






671











671Share-based compensation expense






3,784











3,784Gain (loss on sale of assets)






(5,957
)


171







(5,786
)Deferred income tax provision






(3,138
)


2,069







(1,069
)Noncash loss on forward exchange contracts










13,751







13,751Goodwill and intangible asset impairment






162,225



45,306







207,531Change in other operating items






(19,945
)


153



(1,650
)


(21,442
)Net cash provided by operating activities






(1,463
)


11,204



2



9,743CASH FLOWS FROM INVESTING ACTIVITIES: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 and acquisitions payments, net of cash received






(139
)


(3,668
)






(3,807
)Other asset and liabilities






(1,684
)






(1
)


(1,685
)Net cash (used in) provided by investing activities






(3,834
)


(6,299
)


(1
)


(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






(209,966
)


(1,000
)






(210,966
)Borrowings under revolving credit facility






215,535



1,000







216,535Payments on capital lease obligations






(116
)


(14
)






(130
)Net cash provided by (used in) financing activities






5,057



(14
)






5,043EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH
    EQUIVALENTS






(1,054
)


(6,154
)


(1
)


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






(1,294
)


(1,263
)






(2,557
)CASH AND CASH EQUIVALENTS:Beginning of period






1,349



8,518







9,867End of period

$



$
55


$
7,255


$



$
7,310  92




---



##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


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

$



$
1,349


$
8,518


$



$
9,867Accounts receivable, net






242,842



34,824



(169,979
)


107,687Inventories, net






58,757



38,238



(610
)


96,385Prepaid expenses






3,175



7,914



5,419



16,508Deferred income taxes






15,223



624



(2,858
)


12,989Total current assets






321,346



90,118



(168,028
)


243,436PROPERTY, PLANT AND EQUIPMENT, net






85,817



12,441







98,258INVESTMENT IN SUBSIDIARIES


417,428



(100,082
)


45,502



(362,848
)


GOODWILL






113,787



37,402







151,189INTANGIBLE ASSETS, net






83,800



13,775







97,575OTHER ASSETS, net






8,631











8,631DEFERRED INCOME TAXES






4,172



3,323



(7,495
)


TOTAL ASSETS

$
417,428


$
517,471


$
202,561


$
(538,371
)

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

$



$
116


$



$



$
116Accounts payable






220,923



42,089



(169,979
)


93,033Accrued liabilities






21,128



9,426



2,561



33,115Total current liabilities






242,167



51,515



(167,418
)


126,264LONG-TERM DEBT, net






159,581



25,744



(25,716
)


159,609DEFERRED TAX LIABILITIES






35,387



(816
)


(7,495
)


27,076OTHER LONG-TERM LIABILITIES






7,614



13,191







20,805Total liabilities






444,749



89,634



(200,629
)


333,754STOCKHOLDERS INVESTMENT


417,428



72,722



112,927



(337,742
)


265,335TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT

$
417,428


$
517,471


$
202,561


$
(538,371
)

$
599,089  93




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##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
526,588


$
182,737


$
(12,539
)

$
696,786COST OF REVENUES






475,273



156,065



(11,193
)


620,145Gross Profit






51,315



26,672



(1,346
)


76,641SELLING, GENERAL AND ADMINISTRATIVE EXPENSES






40,885



15,567



(959
)


55,493AMORTIZATION EXPENSE






412



482







894RESTRUCTURING COSTS






1,433











1,433Operating Income






8,585



10,623



(387
)


18,821OTHER (INCOME) EXPENSE






(573
)


9,934







9,361INTEREST EXPENSE (INCOME)






14,212



(65
)






14,147LOSS ON EARLY EXTINGUISHMENT OF DEBT






24



125







149(Loss) Income Before Provision for Income Taxes






(5,078
)


629



(387
)


(4,836
)BENEFIT FOR INCOME TAXES






(207
)


(1,378
)






(1,585
)NET (LOSS) INCOME

$



$
(4,871
)

$
2,007


$
(387
)

$
(3,251
)  94




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##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


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

$



$
(4,871
)

$
2,007


$
(387
)

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






13,191



3,234







16,425Noncash amortization of debt financing costs






839



20







859Loss on early extinguishment of debt






24



125







149Share-based compensation expense






3,084











3,084Loss on sale of assets






(2
)


(8
)






(10
)Deferred income tax provision






13,482



(3,791
)






9,691Noncash loss on forward exchange contracts










9,967







9,967Change in other operating items






2,800



7,474



387



10,661Net cash provided by operating activities






28,547



19,028







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






(13,882
)


(3,099
)






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






382



167







549Proceeds from disposal/sale of other assets


















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






(12,281
)


(23,768
)






(36,049
)Other asset and liabilities






(26,651
)


124



25,716



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






(52,432
)


(26,576
)


25,716



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






464











464Purchases of treasury stock from employees






(299
)










(299
)Excess tax benefit from equity incentive plans






(170
)










(170
)Repayment of revolving credit facility






(120,500
)


(8,990
)






(129,490
)Borrowings under revolving credit facility






130,000



33,237



(25,716
)


137,521Repayments of long-term borrowings










(10,295
)






(10,295
)Payments on capital lease obligations






(116
)


(9
)






(125
)Other, net


















Net cash provided by (used in) financing activities






9,379



13,943



(25,716
)


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






(2,413
)


570







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






(16,919
)


6,965







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






18,268



1,553







19,821End of period

$



$
1,349


$
8,518


$



$
9,867  95




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##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
789,952


$
134,978


$
(6,179
)

$
918,751COST OF REVENUES






661,519



112,738



(5,344
)


768,913Gross Profit






128,433



22,240



(835
)


149,838SELLING, GENERAL AND ADMINISTRATIVE EXPENSES






39,487



13,153



(690
)


51,950AMORTIZATION EXPENSE






414











414Operating Income






88,532



9,087



(145
)


97,474OTHER EXPENSE (INCOME)






755



(4,223
)






(3,468
)INTEREST EXPENSE (INCOME)






14,963



(134
)






14,829LOSS ON EARLY EXTINGUISHMENT OF DEBT






282



36







318Income Before Provision for Income Taxes






72,532



13,408



(145
)


85,795PROVISION FOR INCOME TAXES






24,002



3,743







27,745NET INCOME

$



$
48,530


$
9,665


$
(145
)

$
58,050  96




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##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


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

$



$
48,530


$
9,665


$
(145
)

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






12,906



2,077







14,983Noncash amortization of debt financing costs






855



40







895Loss on early extinguishment of debt






282



36







318Share-based compensation expense






2,006











2,006(Gain) loss on sale of assets






(693
)


28







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






(4,007
)


142







(3,865
)Deferred income tax provision






7,616



1,801







9,417Noncash gain on forward exchange contracts










(4,203
)






(4,203
)Change in other operating items






(37,477
)


(2,682
)


145



(40,014
)Net cash provided by operating activities






30,018



6,904







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






(17,070
)


(2,257
)






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






332



20







352Proceeds from disposal/sale of other assets






2,032











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






(634
)


(8,818
)






(9,452
)Other asset and liabilities






(11,080
)


(10,273
)


20,123



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






(26,420
)


(21,328
)


20,123



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






2,140











2,140Purchases of treasury stock from employees






(115
)










(115
)Excess tax benefit from equity incentive plans






645











645Repayment of revolving credit facility






(61,300
)


(13,411
)






(74,711
)Borrowings under revolving credit facility






61,300



11,098







72,398Repayments of long-term borrowings






(26,590
)


(1,620
)






(28,210
)Long-term borrowings


















Payments on capital lease obligations






(98
)


(1
)






(99
)Other, net










20,123



(20,123
)


Net cash (used in) provided by financing activities






(24,018
)


16,189



(20,123
)


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






(465
)


(1,700
)






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






(20,885
)


65







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






39,153



1,488







40,641End of period

$



$
18,268


$
1,553


$



$
19,821  97




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Quarterly
    Financial Data (Unaudited):    OperatingIncome


Net Income


Basic Earnings


Diluted EarningsRevenues


Gross Profit


(Loss)


(Loss)


(Loss) per Share


(Loss) per Share(1)2008:First

$
197,004


$
20,765


$
11,477


$
472


$
0.02


$
0.02Second

$
209,240


$
23,408


$
6,307


$
3,083


$
0.14


$
0.14Third

$
192,860


$
16,908


$
546


$
(2,603
)

$
(0.12
)

$
(0.12
)Fourth

$
164,385


$
13,124


$
(209,724
)

$
(207,711
)

$
(9.57
)

$
(9.57
)2007:First

$
198,801


$
26,269


$
10,612


$
2,959


$
0.14


$
0.14Second

$
158,566


$
16,619


$
752


$
(231
)

$
(0.01
)

$
(0.01
)Third

$
160,918


$
17,819


$
2,803


$
(2,682
)

$
(0.13
)

$
(0.13
)Fourth

$
178,501


$
15,934


$
4,654


$
(3,297
)

$
(0.15
)

$
(0.15
)     (1)
    
    See Note 13 for discussion on the computation of diluted
    shares outstanding.    19.
    Subsequent
    Events.  Loan and Security Agreement
           98




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        EBITDA (as Defined in the Loanand Security Agreement, asPeriod Ending on or Around

Amended)April 1, 2009 through April 30, 2009

$
(3,250,000
)April 1, 2009 through May 31, 2009

$
(3,530,000
)April 1, 2009 through June 30, 2009

$
(1,750,000
)April 1, 2009 through July 31, 2009

$
1,200,000April 1, 2009 through August 30, 2009

$
3,600,000April 1, 2009 through September 30, 2009

$
9,200,000April 1, 2009 through October 31, 2009

$
13,200,000April 1, 2009 through November 30, 2009

$
17,600,000April 1, 2009 through December 31, 2009

$
22,000,000          99




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
 100




---



##### 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    101




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    
    102




---



##### Table of Contents



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

Age

Principal Position(s)Scott D. Rued


52


Chairman and DirectorMervin Dunn


55


President, Chief Executive Officer and DirectorScott C. Arves


52


DirectorDavid R. Bovee


59


DirectorRobert C. Griffin


60


DirectorS.A. Johnson


68


DirectorJohn W. Kessler


72


DirectorRichard A. Snell


67


Director     Scott D. Rued
  Scott C. Arves
  David R. Bovee
  Robert C. Griffin
 103




---



##### Table of Contents



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    Item 11.
    Executive
    Compensation   104




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  weighted-average
  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:Second Amended and Restated Equity Incentive Plan


492,184
(1)

$
15.84



17,824Management Stock Option Plan


228,411


$
5.54



Equity compensation plans not approved by stockholders










Total


720,595


$
12.58



17,824     (1)
    
    Includes options granted under our Second Amended and Restated
    Equity Incentive Plan. Does not include 1,523,750 shares of
    restricted stock granted under our Second Amended and Restated
    Equity Incentive Plan.    Item 13.
    Certain
    Relationships, Related Transactions and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   105




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statements Schedules  (1)
    LIST OF
    FINANCIAL STATEMENT SCHEDULES  The following financial statement schedules of the
    Corporation and its subsidiaries are included herein:
  Schedule II 
    Valuation and Qualifying Accounts and Reserves.
  COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  SCHEDULE II:
    VALUATION AND QUALIFYING ACCOUNTS
 December 31,
    2008, 2007 and 2006
  Allowance
    for Doubtful Accounts:
    2008


2007


2006Balance  Beginning of the year

$
3,758


$
5,536


$
6,087Acquisition recorded






105



119Provisions


4,772



5,076



4,246Utilizations


(4,852
)


(6,915
)


(4,963
)Currency translation adjustment


(259
)


(44
)


47Balance  End of the year

$
3,419


$
3,758


$
5,536   Additional
    Purchase Liabilities Recorded in Conjunction with
    Acquisitions:
    2008


2007


2006Balance  Beginning of the year

$
106


$
247


$
317Provisions










Utilizations


(106
)


(141
)


(70
)Balance  End of the year

$



$
106


$
247   Facility
    Closure and Consolidation Costs:
    2008


2007


2006Balance  Beginning of the year

$
646


$
60


$
2,013Provisions


(206
)


810



Utilizations


(440
)


(224
)


(1,953
)Balance  End of the year

$



$
646


$
60    106




---



##### Table of Contents



(2)
    LIST OF
    EXHIBITS    EXHIBIT INDEX
  Exhibit No.

Description2
.1

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

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

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

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

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

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

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

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

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

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
.7

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).10
.1

Revolving Credit and Term Loan Agreement, dated as of August 10,
    2004, by and among Commercial Vehicle Group, Inc., the
    subsidiary borrowers from time to time parties thereto, the
    foreign currency borrowers from time to time parties thereto,
    the banks from time to time parties hereto, U.S. Bank National
    Association, one of the banks, as administrative agent for the
    banks and Comerica Bank, one of the banks, as syndication agent
    for the banks (incorporated by reference to the Companys
    quarterly report on Form 10-Q (File No. 000-50890), filed on
    September 17, 2004). 107




---



##### Table of Contents



Exhibit No.

Description10
.2

First Amendment to Revolving Credit and Term Loan Agreement,
    dated as of September 16, 2004, by and among Commercial Vehicle
    Group, Inc., the subsidiary borrowers from time to time parties
    thereto, the foreign currency borrowers from time to time
    parties thereto, the banks from time to time parties hereto,
    U.S. Bank National Association, one of the banks, as
    administrative agent for the banks and Comerica Bank, one of the
    banks, as syndication agent for the banks (incorporated by
    reference to the Companys annual report on Form 10-K (File
    No. 000-50890), filed on March 15, 2005).10
.3

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

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

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

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

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

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

Eighth Amendment to Revolving Credit and Term Loan Agreement,
    dated as of June 26, 2007, by and among Commercial Vehicle
    Group, Inc., the subsidiary borrowers from time to time parties
    thereto, the foreign currency borrowers from time to time
    parties thereto, the banks from time to time parties thereto,
    U.S. Bank National Association, one of the banks, as
    administrative agent for the banks, and Comerica Bank, one of
    the banks, as syndication agent for the banks (incorporated by
    reference to the Companys quarterly report on Form 10-Q
    (File No. 000-50890), filed on August 3, 2007). 108




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##### Table of Contents



Exhibit No.

Description10
.10

Amendment and Waiver Letter to Revolving Credit and Term Loan
    Agreement, dated as of August 16, 2007, by and among Commercial
    Vehicle Group, Inc., the subsidiary borrowers from time to time
    parties thereto, the foreign currency borrowers from time to
    time parties thereto, the banks from time to time parties
    thereto, U.S. Bank National Association, one of the banks, as
    administrative agents for the banks, and Comerica Bank, one of
    the banks, as syndication agent for the banks (incorporated by
    reference to the Companys current report on Form 8-K (File
    No. 000-50890), filed on October 1, 2007).10
.11

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

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

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
.14*

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
.15*

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
.16*

Commercial Vehicle Group, Inc. Amended and Restated Equity
    Incentive Plan (incorporated by reference to the Companys
    quarterly report on Form 10-Q (File No. 000-59890), filed on May
    11, 2005).10
.17*

Commercial Vehicle Group, Inc. Second Amended and Restated
    Equity Incentive Plan (incorporated by reference to the
    Companys current report on Form 8-K (File No. 000-50890)
    filed on May 25, 2007).10
.18*

Form of Grant of Nonqualified Stock Option pursuant to the
    Commercial Vehicle Group, Inc. Amended and Restated Equity
    Incentive Plan (incorporated by reference to the Companys
    annual report on Form 10-K (File No. 000-50890), filed on March
    15, 2005).10
.19

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
.20

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
.21

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
.22

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). 109




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##### Table of Contents



Exhibit No.

Description10
.23*

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
.24*

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
.25*

First Amendment to Commercial Vehicle Group, Inc. 2008 Bonus
    Plan dated November 5, 2008.10
.26*

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
.27*

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
.28*

Form of Restricted Stock Agreement pursuant to the Commercial
    Vehicle Group, Inc. Amended and Restated Equity Incentive Plan
    (incorporated by reference to amendment no. 1 to the
    Companys registration statement on Form S-4 (File No.
    333-129368), filed on December 1, 2005).10
.29*

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
.30*

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
.31*

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
.32*

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
.33*

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
.34*

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
.35*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with Mervin Dunn.10
.36*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with Gerald L. Armstrong.10
.37*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with Chad M. Utrup.10
.38*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with James F. Williams).10
.39*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with Kevin R.L. Frailey.10
.40*

Amended and Restated Deferred Compensation Plan dated November
    5, 2008.10
.41

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).10
.42*

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. 110




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##### Table of Contents



Exhibit No.

Description21
.1

Subsidiaries of Commercial Vehicle Group, Inc.23
.1

Consent of Deloitte & Touche LLP.31
.1

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

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

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

Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to the Sarbanes-Oxley Act of 2002.     *
    
    Management contract or compensatory plan or arrangement required
    to be filed as an exhibit to this annual report on
    Form 10-K.  Form 10-K
 111




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##### Table of Contents



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

Title

Date/s/  SCOTT
    D. RUEDScott
    D. Rued

Chairman and Director

March 16, 2009/s/  MERVIN
    DUNNMervin
    Dunn

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

March 16, 2009/s/  SCOTT
    C. ARVESScott
    C. Arves

Director

March 16, 2009/s/  DAVID
    R. BOVEEDavid
    R. Bovee

Director

March 16, 2009/s/  ROBERT
    C. GRIFFINRobert
    C. Griffin

Director

March 16, 2009/s/  S.A.
    JOHNSONS.A.
    Johnson

Director

March 16, 2009/s/  JOHN
    W. KESSLERJohn
    W. Kessler

Director

March 16, 2009/s/  RICHARD
    A. SNELLRichard
    A. Snell

Director

March 16, 2009/s/  CHAD
    M. UTRUPChad
    M. Utrup

Chief Financial Officer (Principal
    Financial and Accounting Officer)

March 16, 2009  112