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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, 2009

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

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

43054(Zip
    Code)   Registrants telephone number, including area code:
 (614) 289-5360
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

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

The NASDAQ Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
      o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K




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##### 





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

Business


1Item 1A.

Risk Factors


19Item 1B.

Unresolved Staff Comments


30Item 2.

Properties


30Item 3.

Legal Proceedings


31Item 4.

Reserved


31PART IIItem 5.

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


32Item 6.

Selected Financial Data


35Item 7.

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


37Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


53Item 8.

Financial Statements and Supplementary Data


55Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


101Item 9A.

Controls and Procedures


101Item 9B.

Other Information


104PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


104Item 11.

Executive Compensation


106Item 12.

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


106Item 13.

Certain Relationships, Related Transactions and
    Director Independence


106Item 14.

Principal Accountant Fees and Services


106PART IVItem 15.

Exhibits and Financial Statements Schedules


107SIGNATURES


112EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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




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##### Table of Contents



PART I  Item 1.
    Business  Overview
           1




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##### Table of Contents



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


2002


2003


2004


2005


2006


2007


2008


2009(Thousands of units)Class 8 heavy trucks


146



181



182



269



339



376



212



206



118Class 5-7
    light and medium-duty trucks


189



202



197



235



253



275



206



158



98Total


335



383



379



504



592



651



418



364



216      2




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##### Table of Contents



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




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Economic Conditions.
  Truck Freight Growth.
  Total
    U.S. Freight Composite
    (In billions)
  
  
  Truck Replacement Cycle and Fleet Aging. less-than-truckload
 4




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##### Table of Contents



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




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




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##### Table of Contents



Comprehensive Cab Product and Cab System
    Solutions.
  End-User Focused Product Innovation.
  Flexible Manufacturing Capabilities. just-in-time
  Global Capabilities.
  Strong Relationships with Leading Customers and Major
    Fleets.
  Significant Barriers to Entry. just-in-time
  Proven Management Team.
  Strategy
    Increase Content, Expand Customer Penetration and Leverage
    System Opportunities.
 7




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




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Heavy Truck Seats.
    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.
 9




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E-coat
  Bumper Fascias and Fender Liners.
  Body Panels and Structural Components.
  Trim Systems and Components.
  Trim Products.
  Instrument Panels.
  Body Panels (Headliners/Wall
    Panels).
  Storage Systems.
  Floor Covering Systems.
  Sleeper Bunks.
  Grab Handles and Armrests.
 10




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##### Table of Contents



Privacy Curtains.
  Mirrors, Wipers and Controls.
  Mirrors. tm
  Windshield Wiper Systems.
  Controls.
  Manufacturing
    
    Seats and Seating Systems.  Our seating
    operations utilize a variety of manufacturing techniques whereby
    foam and various other components along with fabric, vinyl or
    leather are affixed to an underlying seat frame. We also
    manufacture and assemble the seat frame, which involves complex
    welding. Generally, we utilize outside suppliers to produce the
    individual components used to assemble the seat frame.
    Electronic Wire Harnesses and Panel
    Assemblies.  We utilize several manufacturing
    techniques to produce the majority of our electronic wire
    harnesses and panel assemblies. Our processes, both manual and
    automated, are designed to produce complex, low- to
    medium-volume wire harnesses and panel assemblies in short time
    frames. Our wire harnesses and panel assemblies are both
    electronically and hand tested.
    Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.We utilize a wide range of
    manufacturing processes to produce the majority of the steel and
    aluminum stampings used in our cab structures, sleeper boxes,
    body panels and structural components and a variety of both
    robotic and manual welding techniques in the assembly of these
    products. In addition, we have facilities with large capacity,
    fully automated
    E-coat paint
    priming systems allowing us to provide our customers with a
    paint-ready cab product. Due to their high cost, full body
    E-coat
    systems, such as ours, are rarely found outside of the
    manufacturing operations of the major OEMs. We also have large
    press lines which provide us with the in-house manufacturing
    flexibility for both aluminum and steel stampings delivered
    just-in-time
    to our cab assembly plants.
    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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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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
    Electronic Wire Harnesses and Panel
    Assemblies.  The principal raw materials used to
    manufacture our electronic wire harnesses are wire, connectors,
    terminals, switches, relays and various covering techniques
    involving braided yarn, braided copper, slit and non-slit
    conduit and RIM molding foam. 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 typically one year or more and 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
      2009


2008


2007Heavy Truck OEM


48
%


44
%


41
%Construction


15



24



26Aftermarket and OEM Service


14



12



13Military


10



8



6Bus


4



3



3Agriculture


1



1



1Other


8



8



10Total


100
%


100
%


100
%  13




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2009


2008


2007International


16
%


15
%


11
%PACCAR


14



12



14Volvo / Mack


10



10



11Daimler Trucks


9



11



11Oshkosh Truck


8



5



4Caterpillar


7



11



11Komatsu


2



3



3MAN


2



3



1Deere & Co.


2



2



3Other


30



28



31Total


100
%


100
%


100
%            14




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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 AEES (Alcoa Electronic and Electrical Systems), Delphi,
    Leoni, Nexans, PKC, Stoneridge, Forschner, Yazaki, Sumitomo and
    smaller independent companies such as Fargo Assembly, St. Clair
    Technologies, Schofield and Unlimited Services.
    Cab Structures, Sleeper Boxes, Body Panels and Structural
    Components.We believe we are a 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, Superior, Trim Masters,
    Inc., Blachford Ltd. and Magna.
    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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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 Wexco, Trico and Valeo.  Research
    and Development, Design and Engineering
  state-of-the-art state-of-the-art
          Intellectual
    Property
    ® tm ® ® tm
  Seasonality
   16




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Employees
    Environmental
    Matters
        Government
    Regulations
   17




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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


48


President and General Manager of Cab SystemsW. Gordon Boyd


62


President of Seating SystemsMervin Dunn


56


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


43


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


62


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


37


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




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




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
    incur liens;
    incur or assume additional debt or guarantees or issue preferred
    stock;
    pay dividends, or make redemptions and repurchases, with respect
    to capital stock;
    prepay, or make redemptions and repurchases of, subordinated
    debt;
    make loans and investments;
    make capital expenditures;
    engage in mergers, acquisitions, asset sales, sale/leaseback
    transactions and transactions with affiliates;
    change the business conducted by us or our subsidiaries; and
    amend the terms of subordinated debt.    
    Our substantial amount of indebtedness may adversely affect
    our cash flow and our ability to operate our business, remain in
    compliance with debt covenants and make payments on our
    indebtedness.    
    make it more difficult for us to satisfy our obligations with
    respect to our indebtedness, including the revolving credit
    facility, the second lien term loan, the third lien notes and
    the 8% senior notes, and any failure to comply with the
    obligations of any of our debt instruments, including financial
    and other restrictive covenants, could result in an event of
    default under the Loan and Security Agreement, the Second Lien
    Credit Agreement and the indentures governing the third lien
    notes and the 8% senior notes;
    make us more vulnerable to adverse changes in general economic,
    industry and competitive conditions and adverse changes in
    government regulation; 20




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
    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 ability to generate cash depends on many factors beyond
    our control, and any failure to meet our debt service
    obligations could harm our business, financial condition and
    results of operations. We may not be able to refinance or
    restructure our indebtedness before it becomes due.      
    Provisions in our charter documents, our stockholder rights
    plan and Delaware law could discourage potential acquisition
    proposals, could delay, deter or prevent a change in control and
    could limit the price certain investors might be willing to pay
    for our stock.    
    a classified board of directors with staggered terms;
    a prohibition on stockholder action through written consents;
    a requirement that special meetings of stockholders be called
    only by the board of directors; 21




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
    advance notice requirements for stockholder proposals and
    director nominations;
    limitations on the ability of stockholders to amend, alter or
    repeal the by-laws; and
    the authority of the board of directors to issue, without
    stockholder approval, preferred stock with such terms as the
    board of directors may determine and additional shares of our
    common stock.      
    Volatility and cyclicality in the commercial vehicle market
    could adversely affect us.    
    Our results of operations could be significantly lower as a
    result of the severe downturn in the U.S. and global
    economy.    
    Current economic conditions and disruptions in the credit and
    financial markets could have an adverse effect on our business,
    financial condition and results of operations.   22




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




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
    If we are unable to obtain raw materials at favorable prices,
    it could adversely impact our results of operations and
    financial condition.    
    We may be unable to complete additional strategic
    acquisitions or we may encounter unforeseen difficulties in
    integrating acquisitions.    
    We may be adversely impacted by labor strikes, work stoppages
    and other matters.      
    Our businesses are subject to statutory environmental and
    safety regulations in multiple jurisdictions, and the impact of
    any changes in regulation
    and/or the
    violation of any applicable laws and regulations by our
    businesses could result in a material and adverse effect on our
    financial condition and results of operations.   24




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
    We may be adversely affected by the impact of government
    regulations on our OEM customers.    
    Our customer base is concentrated and the loss of business
    from a major customer or the discontinuation of particular
    commercial vehicle platforms could reduce our revenues.   25




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
    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 withholding requirements or the imposition
    of tariffs, exchange controls or other restrictions, including
    restrictions on repatriation, on foreign earnings;
    intellectual property protection difficulties;
    general economic and political conditions in countries where we
    operate, which may have an adverse effect on our operations in
    those countries;
    the difficulties associated with managing a large organization
    spread throughout various countries; and
    complications in complying with a variety of foreign laws and
    regulations, which may conflict with United States law.    
    Our inability to compete effectively in the highly
    competitive commercial vehicle component supply industry could
    result in lower prices for our products, reduced gross margins
    and loss of market share, which could have an adverse effect on
    our revenues and operating results.      
    Our products may be rendered less attractive by changes in
    competitive technologies.   26




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




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
    Our operating results, revenues and expenses may fluctuate
    significantly from
    quarter-to-quarter
    or
    year-to-year,
    which could have an adverse effect on the market price of our
    stock.  quarter-to-quarter year-to-year.
  Fluctuations in Quarterly or Annual Operating
    Results.
  
    the size, timing, volume and execution of significant orders and
    shipments;
    changes in the terms of our sales contracts;
    the timing of new product announcements;
    changes in our pricing policies or those of our competitors;
    market acceptance of new and enhanced products;
    the length of our sales cycles;
    changes in our operating expenses;
    personnel changes;
    new business acquisitions;
    changes in foreign currency exchange rates; and
    seasonal factors.  Limited Ability to Adjust Expenses.
  quarter-to-quarter year-to-year
  
    We may be subject to product liability claims, recalls or
    warranty claims, which could be expensive, damage our reputation
    and result in a diversion of management resources.       28




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
    Equipment failures, delays in deliveries or catastrophic loss
    at any of our facilities could lead to production or service
    curtailments or shutdowns.    
    Our inability to successfully execute any planned cost
    reductions, restructuring initiatives or the achievement of
    operational efficiencies could result in the incurrence of
    additional costs and expenses that could adversely affect our
    reported earnings.    
    A reduction in workforce and the closure of certain
    manufacturing, warehousing and assembly facilities. The
    facilities to be closed include an assembly and sequencing
    facility in Kent, Washington; seat sequencing and assembly
    facility in Statesville, North Carolina; manufacturing facility
    in Lake Oswego, Oregon; inventory and product warehouse in
    Concord, North Carolina; and seat assembly and distribution
    facility in Seneffs, Belgium. The decision to reduce our
    workforce was the result of the extended downturn of the global
    economy and, in particular, the commercial vehicle markets. We
    substantially completed these activities as of December 31,
    2009.
    The closure of our Vancouver, Washington manufacturing facility.
    The decision to close the facility was the result of the
    extended downturn of the global economy and, in particular, the
    commercial vehicle markets. We substantially completed this
    closure as of December 31, 2009.
    The closure and consolidation of one of our facilities located
    in Liberec, Czech Republic and the closing of our Norwalk, Ohio
    truck cab assembly facility. The closure and consolidation of
    our Liberec, Czech Republic facility is a result of
    managements continued focus on reducing fixed costs and
    eliminating excess capacity. The closure of our Norwalk, Ohio
    facility is a result of Navistars decision to insource the
    cab assembly operations into its existing assembly facility in
    Escobedo, Mexico. We expect to substantially complete these
    activities by April 2010, but we may not be successful in
    reducing our costs within the expected time frame or at all.   29




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

Primary Product/Function

Square Footage

Ownership InterestDouglas, Arizona

Warehouse

20,000 sq. ft.

LeasedMonona, Iowa

Wire Harness Assembly

62,000 sq. ft.

OwnedEdgewood, Iowa

Wire Harness Assembly

36,000 sq. ft.

LeasedDekalb, Illinois

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

155,000 sq. ft.

LeasedNorwalk, Ohio (2 facilities)

Cab Assembly and E-Coat

326,000 sq. ft.

Owned/LeasedShadyside, Ohio

Stamping of Steel and Aluminum Structural and Exposed Stamped
    Components

200,000 sq. ft.

OwnedChillicothe, Ohio

Interior Trim

62,000 sq. ft.

OwnedNew Albany, Ohio

Corporate Headquarters / R&D

89,000 sq. ft.

Leased 30




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ApproximateLocation

Primary Product/Function

Square Footage

Ownership InterestTigard, Oregon (2 facilities)

Interior Trim and Warehouse

91,000 sq. ft.

LeasedVonore, Tennessee

Seats, Mirrors

200,000 sq. ft.

OwnedTellico Plains, Tennessee

Cut and Sew

148,000 sq. ft.

LeasedPikeville, Tennessee

Warehouse

15,000 sq. ft.

LeasedDublin, Virginia (2 facilities)

Interior Trim and Warehouse

89,000 sq. ft.

Owned/LeasedKent, Washington

Manufacturing and Office

14,000 sq. ft.

LeasedVancouver, Washington (2 facilities)

Interior Trim and Warehouse

20,000 sq. ft.

LeasedAgua Prieta, Mexico (2 facilities)

Wire Harness Assembly

205,000 sq. ft.

LeasedNorthampton, United Kingdom

Seat Assembly

210,000 sq. ft.

LeasedSeneffs (Brussels), Belgium

Seat Assembly

35,000 sq. ft.

LeasedBrisbane, Australia

Seat Assembly

50,000 sq. ft.

LeasedShanghai, China (2 facilities)

Seat Assembly

76,500 sq. ft.

LeasedBrandys nad Orlici, Czech Republic

Seat Assembly

52,000 sq. ft.

OwnedLiberec, Czech Republic

Wire Harness Assembly

104,000 sq. ft.

LeasedKamyanets-Podilsky, Ukraine

Wire Harness Assembly

46,000 sq. ft.

Leased           Item 3.
    Legal
    Proceedings    Item 4.
    Reserved 31




---



##### 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, 2009:Fourth Quarter

$
8.08


$
4.43Third Quarter

$
7.70


$
4.16Second Quarter

$
1.94


$
0.51First Quarter

$
1.62


$
0.40Year Ended December 31, 2008:Fourth Quarter

$
7.20


$
0.78Third Quarter

$
14.21


$
7.11Second Quarter

$
14.42


$
8.84First Quarter

$
14.86


$
7.89      32




---



##### Table of Contents



COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    Commercial Vehicle Group, Inc., The NASDAQ Composite index
    and Commercial Vehicle Supplier Composite index
  
  *
    Based on $100 invested on December 31, 2004 in stock or
    index, including reinvestment of dividends  12/31/04


12/31/05


12/31/06


12/31/07


12/31/08


12/31/09Commercial Vehicle Group, Inc.


$
100.00



$
86.03



$
99.86



$
66.42



$
4.26



$
27.44NASDAQ Composite


$
100.00



$
101.33



$
114.01



$
123.71



$
73.11



$
105.61Commercial Vehicle Supplier Composite


$
100.00



$
94.09



$
112.68



$
172.66



$
80.95



$
124.57    33




---



##### Table of Contents



(c) TotalNumber of


(d) MaximumShares (or


Number (orUnits)


ApproximatePurchased as


Dollar Value) ofPart of


Shares (or Units)(a) Total


(b) Average


Publicly


that May Yet BeNumber of


Price Paid


Announced


Purchased UnderShares (or Units)


per Share


Plans or


the Plans orPurchased


(or Unit)


Programs


PrgramsMonth #1(October 1, 2009 through October 31, 2009)


84,200


$
7.54







Month #2(November 1, 2009 through November 30, 2009)














Month #3(December 1, 2009 through December 31, 2009)














     Unregistered
    Sales of Equity Securities
     34




---



##### 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 Form 10-K/A
  Years Ended December 31,2009


2008


2007


2006


2005(Dollars in thousands, except share and per share data)Statement of Operations Data:Revenues

$
458,569


$
763,489


$
696,786


$
918,751


$
754,481Cost of revenues


448,912



689,284



620,145



768,913



620,031Gross profit


9,657



74,205



76,641



149,838



134,450Selling, general and administrative expenses


47,874



62,764



55,493



51,950



44,564Amortization expense


389



1,379



894



414



358Gain on sale of long-lived asset






(6,075
)










Goodwill and intangible asset impairment


30,135



207,531











Long-lived asset impairment


17,272















Restructuring charges


3,651







1,433







Operating (loss) income


(89,664
)


(191,394
)


18,821



97,474



89,528Other (income) expense


(11,119
)


13,945



9,361



(3,468
)


(3,741
)Interest expense


15,133



15,389



14,147



14,829



13,195Loss on early extinguishment of debt


1,254







149



318



1,525Expense relating to debt exchange


2,902















(Loss) income before income taxes


(97,834
)


(220,728
)


(4,836
)


85,795



78,549(Benefit) provision for income taxes


(16,299
)


(13,969
)


(1,585
)


27,745



29,138Net (loss) income

$
(81,535
)

$
(206,759
)

$
(3,251
)

$
58,050


$
49,411(Loss) earnings per share:Basic

$
(3.74
)

$
(9.58
)

$
(0.15
)

$
2.74


$
2.54Diluted

$
(3.74
)

$
(9.58
)

$
(0.15
)

$
2.69


$
2.51Weighted average common shares outstanding:Basic


21,811



21,579



21,439



21,151



19,440Diluted


21,811



21,579



21,439



21,545



19,697 35




---



##### Table of Contents



Years Ended December 31,2009


2008


2007


2006


2005(Dollars in thousands, except share and per share data)Balance Sheet Data (at end of each period):Working capital (current assets less current liabilities)

$
75,785


$
87,669


$
117,172


$
135,368


$
119,104Total assets


250,509



354,761



599,089



590,822



543,883Total liabilities, excluding debt


125,630



145,924



174,029



163,803



150,797Total debt


162,644



164,895



159,725



162,114



191,009Total stockholders (deficit) investment


(37,765
)


43,942



265,335



264,905



202,077Other Data:Net cash provided by (used in):Operating activities

$
18,181


$
9,743


$
47,575


$
36,922


$
44,156Investing activities


(7,745
)


(10,134
)


(53,292
)


(27,625
)


(188,569
)Financing activities


(5,616
)


5,043



(2,394
)


(27,952
)


188,547Depreciation and amortization


16,667



19,062



16,425



14,983



12,064Capital expenditures, net


6,140



12,523



17,274



22,389



20,669North American Heavy-duty (Class 8) Truck Production
    (units)(1)


118,000



206,000



212,000



376,000



339,000     (1)
    
    Source: ACT N.A. Commercial Vehicle OUTLOOK (March 2010). 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 TQPS initiatives to improve operating efficiency
    and product quality.     38




---



##### Table of Contents



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




---



##### Table of Contents



Goodwill, Intangible and Long-Lived Assets  Form 10-K
      Goodwill, Intangible and Long-Lived Asset Impairments
  2009 Impairments.
   40




---



##### Table of Contents



Intangible Assets  Definite-Lived
  Intangible Assets 
    Indefinite-Lived
  2008 Impairments.
        Form 10-K.
  Accounting for Income Taxes 
 41




---



##### Table of Contents



Warranties 
  Pension and Other Post-Retirement Benefit Plans
  Our Assumptions
      
    discount rate;
    expected return on plan assets; and
    health care cost trend rates.  Discount Rate
  Expected Long-Term Rate of Return non-U.S. pension
 42




---



##### Table of Contents



1 Percentage

1 PercentagePoint Increase

Point Decrease(Decrease) increase due to change in assumptions used to
    determine net periodic benefit costs for the year ended
    December 31, 2009:Discount rate

$
(376
)

$
501Expected long-term rate of return on plan assets

$
(463
)

$
463(Decrease) increase due to change in assumptions used to
    determine benefit obligations for the year ended
    December 31, 2009:Discount rate

$
(10,197
)

$
12,966   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

$
25


$
(24
)Other post-retirement benefit liability

$
86


$
(90
)   Recently
    Issued Accounting Pronouncements
  Form 10-K and/or
 43




---



##### Table of Contents



Results
    of Operations
    2009


2008


2007Revenues


100.0
%


100.0
%


100.0
%Cost of revenues


97.9



90.3



89.0Gross profit


2.1



9.7



11.0Selling, general and administrative expenses


10.4



8.2



8.0Amortization expense


0.1



0.2



0.1Gain on sale of long-lived asset






(0.8
)


Goodwill and intangible asset impairment


6.6



27.2



Long-lived asset impairment


3.8







Restructuring charges


0.8







0.2Operating (loss) income


(19.6
)


(25.1
)


2.7Other (income) expense


(2.4
)


1.8



1.3Interest expense


3.3



2.0



2.0Long on early extinguishment of debt


0.3







Expense relating to debt exchange


0.6







Loss before income taxes


(21.4
)


(28.9
)


(0.6
)Benefit for income taxes


(3.6
)


(1.8
)


(0.2
)Net loss


(17.8
)%


(27.1
)%


(0.4
)%   Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Revenues.
  
    a 42% decrease in North American Heavy-duty
    (class 8) truck production, fluctuations in production
    levels for other North American end markets and net new business
    awards resulted in approximately $192.6 million of
    decreased revenues;
    fluctuations in production levels due to lower global demand in
    our European, Australian and Asian markets of approximately
    $98.3 million; and
    unfavorable foreign exchange fluctuations from the translation
    of our foreign operations into U.S. Dollars of
    approximately $14.0 million.  Gross Profit.
  Selling, General and Administrative
    Expenses.
 44




---



##### Table of Contents



Amortization Expense.
  Gain on Sale of Long-Lived Assets.
  Goodwill and Intangible Asset Impairment.
  Long-Lived Asset Impairment.
  Restructuring Charges.
  Other (Income) Expense. marked-to-market
  Interest Expense.
  Loss on Early Extinguishment of Debt.
  Expense Relating to Debt Exchange.
  Benefit for Income Taxes.
  Net Loss.
 45




---



##### Table of Contents



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 production 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.
  Amortization Expense.
  Gain on Sale of Long-Lived Assets.
  Goodwill and Intangible Asset
    Impairment.
  Restructuring Charges.
  Other Expense. marked-to-market
  Interest Expense.
 46




---



##### Table of Contents



Loss on Early Extinguishment of Debt.
  Benefit for Income Taxes.
  Net Loss.
  Liquidity
    and Capital Resources
  Cash
    Flows
        Debt
    and Credit Facilities
    
    $97.8 million of 8.0% senior notes due 2013;
    $12.6 million ($16.8 million principal amount, net of
    $4.2 million of original issue discount) of 15% second lien
    term loan due 2012;
    $49.9 million ($42.1 million principal amount, net of
    $7.8 million of issuance premium) of 11%/13% third lien
    secured notes due 2013; and
    $2.3 million of
    paid-in-kind
    interest on the 11%/13% third lien secured notes due 2013.  Loan and Security Agreement
 47




---



##### Table of Contents



48




---



##### Table of Contents



EBITDA (as Defined in the Loanand Security Agreement, asPeriod Ending on or Around

amended)July 1, 2009 through September 30, 2009

$
1,256July 1, 2009 through October 31, 2009

$
3,422July 1, 2009 through November 30, 2009

$
5,756July 1, 2009 through December 31, 2009

$
7,191                49




---



##### Table of Contents



Second Lien Term Loan
             50




---



##### Table of Contents



Notes Exchange
    pay-in-kind
         51




---



##### Table of Contents



8% Senior Notes Due 2013
  pari passu
    Covenants
    and Liquidity
      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

$
165,683


$



$
16,800


$
148,883


$
Estimated interest payments


45,992



10,323



30,804



4,865



Operating lease obligations


56,937



12,521



18,313



11,257



14,846Pension and other post-retirement funding


38,755



2,993



6,425



7,322



22,015Other liabilities


998







998







Total

$
308,365


$
25,837


$
73,340


$
172,327


$
36,861  52




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
  year-to-year
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Risk
      Foreign
    Currency Risk
  marked-to-market
 53




---



##### Table of Contents



Form 10-K.
    Foreign
    Currency Transactions
      Effects
    of Inflation
   54




---



##### Table of Contents



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


56Consolidated Balance Sheets as of
    December 31, 2009 and 2008


57Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008 and 2007


58Consolidated Statements of Stockholders
    (Deficit) Investment for the years ended December 31, 2009,
    2008 and 2007


59Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


60Notes to Consolidated Financial Statements


61Item 15  Exhibits and Financial
    Statement Schedules


107  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,
    2009 and 2008
  2009


2008(In thousands, exceptshare and per share amounts)ASSETSCURRENT ASSETS:Cash

$
9,524


$
7,310Accounts receivable, net of reserve for doubtful accounts of
    $1,812


74,063



100,898and $3,419, respectivelyInventories, net


58,051



90,782Prepaid expenses and other, net


26,781



20,428Total current assets


168,419



219,418PROPERTY, PLANT AND EQUIPMENTLand and buildings


26,740



31,747Machinery and equipment


120,476



152,618Construction in progress


5,584



8,895Less accumulated depreciation


(90,485
)


(102,868
)Property, plant and equipment, net


62,315



90,392INTANGIBLE ASSETS, net of accumulated amortization of $2,006 and
    $1,618, respectively


4,087



34,610OTHER ASSETS, net


15,688



10,341TOTAL ASSETS

$
250,509


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

$



$
14,881Accounts payable


59,657



73,451Accrued liabilities, other


32,977



43,417Total current liabilities


92,634



131,749LONG-TERM DEBT, net of current maturities


162,644



150,014PENSION AND OTHER POST-RETIREMENT BENEFITS


26,915



19,885OTHER LONG-TERM LIABILITIES


6,081



9,171Total liabilities


288,274



310,819COMMITMENTS AND CONTINGENCIES (Note 12)STOCKHOLDERS (DEFICIT) 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;
    22,070,531 and 21,746,415 shares issued and outstanding,
    respectively


221



217Treasury stock purchased from employees; 130,674 shares and
    46,474 shares, respectively


(1,090
)


(455
)Additional paid-in capital


186,291



180,848Retained loss


(199,846
)


(118,311
)Accumulated other comprehensive loss


(23,341
)


(18,357
)Total stockholders (deficit) investment


(37,765
)


43,942TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) INVESTMENT

$
250,509


$
354,761    57




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONSYears Ended December 31, 2009, 2008 and
    2007
  2009


2008


2007(In thousands, except share and per share amounts)REVENUES

$
458,569


$
763,489


$
696,786COST OF REVENUES


448,912



689,284



620,145Gross Profit


9,657



74,205



76,641SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


47,874



62,764



55,493AMORTIZATION EXPENSE


389



1,379



894GAIN ON SALE OF LONG-LIVED ASSETS






(6,075
)


GOODWILL AND INTANGIBLE ASSET IMPAIRMENT


30,135



207,531



LONG-LIVED ASSET IMPAIRMENT


17,272







RESTRUCTURING COSTS


3,651







1,433Operating (Loss) Income


(89,664
)


(191,394
)


18,821OTHER (INCOME) EXPENSE


(11,119
)


13,945



9,361INTEREST EXPENSE


15,133



15,389



14,147LOSS ON EARLY EXTINGUISHMENT OF DEBT


1,254







149EXPENSE RELATING TO DEBT EXCHANGE


2,902







Loss Before Benefit for Income Taxes


(97,834
)


(220,728
)


(4,836
)BENEFIT FOR INCOME TAXES


(16,299
)


(13,969
)


(1,585
)NET LOSS

$
(81,535
)

$
(206,759
)

$
(3,251
)LOSS PER COMMON SHARE:Basic

$
(3.74
)

$
(9.58
)

$
(0.15
)Diluted

$
(3.74
)

$
(9.58
)

$
(0.15
)WEIGHTED AVERAGE SHARES OUTSTANDING:Basic


21,811



21,579



21,439Diluted


21,811



21,579



21,439    58




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS
    (DEFICIT) INVESTMENTYears Ended December 31, 2009, 2008 and
    2007
  Retained


Accum.Additional


Earnings


OtherCommon Stock


Treasury


Paid-In


(Accum.


Comp.Shares


Amount


Stock


Capital


Deficit)


Loss


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

$
43,942Issuance of restricted stock


408,316



4



















4Treasury stock purchased from employees at cost


(84,200
)






(635
)














(635
)Share-based compensation expense














2,831











2,831Issuance of stock warrants














2,561











2,561Excess tax benefit  equity transactions














51











51Comprehensive loss:Net loss


















(81,535
)






(81,535
)Foreign currency translation adjustment






















150



150Minimum pension liability adjustment, net of tax






















(5,134
)


(5,134
)Total comprehensive loss


























(86,519
)BALANCE  December 31, 2009


22,070,531


$
221


$
(1,090
)

$
186,291


$
(199,846
)

$
(23,341
)

$
(37,765
)    59




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSYears Ended December 31, 2009, 2008 and
    2007
  2009


2008


2007(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(81,535
)

$
(206,759
)

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


16,667



19,062



16,425Noncash amortization of debt financing costs


1,448



671



859Loss on early extinguishment of debt


1,254







149Amortization of bond discount/premium


(550
)






Paid-in-kind
    interest


2,263







Shared-based compensation expense


2,831



3,784



3,084Loss (gain) on sale of assets


713



(5,786
)


(10
)Deferred income tax (benefit) provision






(1,069
)


9,691Noncash (gain) loss on forward exchange contracts


(10,965
)


13,751



9,967Goodwill and intangible asset impairment


30,135



207,531



Long-lived asset impairment


17,272







Change in other operating items:Accounts receivable


28,190



692



28,347Inventories


34,462



(533
)


3,809Prepaid expenses


(5,606
)


(5,497
)


3,071Accounts payable and accrued liabilities


(19,928
)


(14,349
)


(24,830
)Other assets and liabilities


1,530



(1,755
)


264Net cash provided by operating activities


18,181



9,743



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


(5,605
)


(12,110
)


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






7,468



549Proceeds from disposal/sale of other assets


54







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






(3,807
)


(36,049
)Other assets and liabilities


(2,194
)


(1,685
)


(811
)Net cash used in investing activities


(7,745
)


(10,134
)


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


4







464Purchases of treasury stock from employees


(635
)


(41
)


(299
)Excess tax benefit from equity incentive plans


51



(355
)


(170
)Repayment of revolving credit facility


(27,013
)


(210,966
)


(129,490
)Borrowings under revolving credit facility


12,213



216,535



137,521Repayments of long-term borrowings










(10,295
)Borrowings of long-term debt


13,121







Payments on capital lease obligations


(94
)


(130
)


(125
)Debt issuance costs and other


(3,263
)






Net cash (used in) provided by financing activities


(5,616
)


5,043



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


(2,606
)


(7,209
)


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


2,214



(2,557
)


(9,954
)CASH:Beginning of period


7,310



9,867



19,821End of period

$
9,524


$
7,310


$
9,867SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest

$
13,226


$
13,690


$
13,185Cash received for income taxes, net

$
(4,149
)

$
(3,285
)

$
(10,807
)Unpaid purchases of property and equipment included in accounts
    payable

$
535


$
413


$
293    60




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 Years
    Ended December 31, 2009, 2008 and 2007
   1.
    Organization    2.
    Significant
    Accounting Policies  Principles of Consolidation
  Use of Estimates
  Cash
  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             Intangible Assets  Definite-Lived
 62




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Intangible Assets 
    Indefinite-Lived
         63




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other Assets
  Revenue Recognition
    Warranty
  2009


2008Balance  Beginning of the year

$
3,706


$
3,958Additional provisions recorded


1,811



3,237Deduction for payments made


(2,459
)


(3,558
)Currency translation adjustment


8



69Balance  End of year

$
3,066


$
3,706   Income Taxes
  Comprehensive Loss
 64




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Foreign currency translation adjustment

$
(8,058
)

$
(8,209
)Pension liability


(15,283
)


(10,148
)$
(23,341
)

$
(18,357
)   Fair Value of Financial Instruments
  Concentrations of Credit Risk
  2009

2008

2007International


16
%


15
%


11
%PACCAR


14



12



14Volvo/Mack


10



10



11Daimler Trucks


9



11



11Oshkosh Truck


8



5



4Caterpillar


7



11



11     Foreign Currency Translation
  Foreign Currency Forward Exchange Contracts marked-to-market
 65




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008U.S.





U.S.U.S. $


Equivalent


U.S. $


EquivalentEquivalent


Fair Value


Equivalent


Fair ValueCommitments to buy currencies:Euro

$



$



$
(1,832
)

$
(1,345
)Japanese yen


(345
)


(338
)


(736
)


(765
)$
(345
)

$
(338
)

$
(2,568
)

$
(2,110
)Commitments to sell currencies:Euro

$
12,809


$
15,095


$
35,236


$
43,532Swedish krona










54



56Japanese yen


8,004



10,045



15,813



22,372$
20,813


$
25,140


$
51,103


$
65,960Total

$
20,468


$
24,802


$
48,535


$
63,850         Asset Derivatives2009


2008Balance Sheet




Balance SheetLocation

Fair Value


Location

Fair ValueForeign exchange contracts

Other assets

$
66


Other assets

$
32   Liability Derivatives2009


2008Balance Sheet




Balance SheetLocation

Fair Value


Location

Fair ValueForeign exchange contracts

Accrued liabilities

$
4,400


Accrued liabilities

$
10,096Foreign exchange contracts

Other long-term liabilities





Other long-term liabilities


5,235$
4,400




$
15,331  66




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Location of Gain (Loss)Recognized in Income on

Amount of Gain (Loss)Derivatives

Recognized in Income on DerivativesForeign exchange contracts

Other Income (Expenses)

$
10,965


$
(13,751
)   Recently Issued Accounting Pronouncements The FASB Accounting
    Standards Codification and the Hierarchy of Generally Accepted
    Accounting Principles Generally
    Accepted Accounting Principles
           67




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Fair
    Value Measurement    Level 1 
  Level 2 
  Level 3 
    2009


2008Total


Level 1


Level 2


Level 3


Total


Level 1


Level 2


Level 3Derivative assets(1)

$
66


$



$
66


$



$
32


$



$
32


$
Derivative liabilities(1)

$
4,400


$



$
4,400


$



$
15,331


$



$
15,331


$
     (1)
    
    Based on observable market transactions of spot and forward
    rates.      2009

2008Carrying



CarryingAmount

Fair Value

Amount

Fair ValueCurrent maturities of long-term debt

$



$



$
14,881


$
14,881Long-term debt and capital leases

$
162,644


$
103,473


$
150,014


$
72,014     Current maturities of long-term debt.
  Long-term debt and capital leases.
    Fair Value Measurements UsingTotal GainsTotal


Level 1


Level 2


Level 3


(Losses)Property, plant and equipment, net

$
62,315


$



$



$
62,315


$
(17,272
)Definite-lived intangible asset

$
4,087


$



$



$
4,087



(4,135
)Indefinite-lived intangible asset

$



$



$



$




(26,000
)$
(47,407
)  68




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Business
    Combinations  cut-and-sew
          2007(Unaudited)(In thousands)Revenue

$
753,955Operating income

$
20,967Net loss

$
(4,042
)Loss Per Share:Basic

$
(0.19
)Diluted

$
(0.19
)   5.
    Inventories,
    net    2009


2008Raw materials

$
41,677


$
57,954Work in process


8,955



19,763Finished goods


14,433



19,437Less: excess and obsolete


(7,014
)


(6,372
)$
58,051


$
90,782  69




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Accrued
    Liabilities, Other    2009


2008Compensation and benefits

$
9,796


$
13,194Interest


4,066



5,957Warranty costs


3,066



3,706Legal and professional fees


3,361



2,634Loss contracts


751



2,174Foreign currency forward contracts


4,400



10,096Other


7,537



5,656$
32,977


$
43,417   7.
    Restructuring    
    A reduction in workforce and the closure of certain
    manufacturing, warehousing and assembly facilities. The
    facilities to be closed include an assembly and sequencing
    facility in Kent, Washington; seat sequencing and assembly
    facility in Statesville, North Carolina; manufacturing facility
    in Lake Oswego, Oregon; inventory and product warehouse in
    Concord, North Carolina; and seat assembly and distribution
    facility in Seneffs, Belgium. The decision to reduce our
    workforce was the result of the extended downturn of the global
    economy and, in particular, the commercial vehicle markets. We
    substantially completed these activities as of December 31,
    2009.
    The closure of our Vancouver, Washington manufacturing facility.
    The decision to close the facility was the result of the
    extended downturn of the global economy and, in particular, the
    commercial vehicle markets. We substantially completed this
    closure as of December 31, 2009.
    The closure and consolidation of one of our facilities located
    in Liberec, Czech Republic and the closing of our Norwalk, Ohio
    truck cab assembly facility. The closure and consolidation of
    our Liberec, Czech Republic facility is a result of
    managements continued focus on reducing fixed costs and
    eliminating excess capacity. The closure of our Norwalk, Ohio
    facility is a result of Navistars decision to insource the
    cab assembly operations into its existing assembly facility in
    Escobedo, Mexico. We expect to substantially complete these
    activities by April 2010, but we may not be successful in
    reducing our costs within the expected time frame or at all.   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, 2008

$



$



$
Provisions


1,961



1,690



3,651Utilizations


(1,624
)


(236
)


(1,860
)Balance  December 31, 2009

$
337


$
1,454


$
1,791     8.
    Debt    2009


2008Revolving credit facilities bore interest at a weighted average
    of 6.2% and 7.5% as of December 31, 2009 and 2008,
    respectively

$



$
14,8008.0% senior notes due 2013


97,810



150,00015% second lien term loan ($16,800 principal amount, net of
    $4,150 of original issue discount)


12,650



11%/13% third lien senior secured notes ($42,124 principal
    amount and $7,797 of issuance premium)


49,921



Paid-in-kind
    interest on 11%/13% third lien senior secured notes


2,263



Other






95162,644



164,895Less current maturities






14,881$
162,644


$
150,014     Year Ending December 31,2010

$
2011


2012


16,8002013


148,8832014


Thereafter


   Credit Agreement
 71




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 72




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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)July 1, 2009 through September 30, 2009

$
1,256July 1, 2009 through October 31, 2009

$
3,422July 1, 2009 through November 30, 2009

$
5,756July 1, 2009 through December 31, 2009

$
7,191            73




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Terms, Covenants and Compliance Status
     74




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Second Lien Credit Agreement.
           75




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Exchange of 8% Senior Notes for Units consisting of
    11%/13% Third Lien Senior Secured Notes due 2013 and
    Warrants
  11%/13% Third Lien Senior Secured Notes due
    2013. pay-in-kind
       76




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    Goodwill
    and Intangible Assets      December 31, 2009Weighted-AverageAmortization


Gross Carrying


Accumulated


Net CarryingPeriod


Amount


Amortization


AmountDefinite-lived intangible assets:Trademarks/Tradenames


20 years


$
5,655


$
(1,568
)

$
4,087Licenses


7 years



438



(438
)


$
6,093


$
(2,006
)

$
4,087Total consolidated intangible assets













$
4,087   77




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##### Table of Contents



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

$
2402011

$
2402012

$
2402013

$
2402014

$
240   10.
    Accounting
    for Income Taxes    2009


2008


2007Domestic

$
(71,208
)

$
(191,758
)

$
(15,296
)Foreign


(26,626
)


(28,970
)


10,460Total

$
(97,834
)

$
(220,728
)

$
(4,836
)  78




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007Federal provision at statutory rate

$
(34,242
)

$
(77,255
)

$
(1,693
)U.S./foreign tax rate differential


2,516



5,911



1,917Foreign tax provision


862



1,479



(941
)State taxes, net of federal benefit


(918
)


(3,347
)


961Tax reserves


2,001



1,168



(1,673
)Change in valuation allowance


9,844



37,932



1,249Goodwill/intangible impairment






20,253



Tax credits


(306
)


(1,400
)


(2,466
)Share-based compensation






841



Reduction of prior years tax attributes


4,133







Other


(189
)


449



1,061Benefit for income taxes

$
(16,299
)

$
(13,969
)

$
(1,585
)       2009


2008


2007Current

$
(16,299
)

$
(12,544
)

$
(10,635
)Deferred






(1,425
)


9,050Benefit for income taxes

$
(16,299
)

$
(13,969
)

$
(1,585
)  79




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Current deferred tax assets (liabilities):Accounts receivable

$
512


$
771Inventories


3,096



3,521Warranty costs


1,820



2,146Foreign exchange contracts


1,517



5,138Accrued benefits


6,227



3,587Other accruals not currently deductible for tax purposes


290



(1,419
)13,462



13,744Valuation allowance


(13,019
)


(14,054
)Net current deferred tax assets (liabilities)

$
443


$
(310
)Noncurrent deferred tax (liabilities) assets:Amortization and fixed assets

$
29,565


$
17,195Pension obligation


4,892



4,515Net operating loss carryforwards


2,897



2,575Tax credit carryforwards


1,938



3,106Stock options


1,383



1,415Other accruals not currently available for tax purposes


1,380



2,00342,055



30,809Valuation allowance


(42,498
)


(30,499
)Net noncurrent deferred tax (liabilities) assets

$
(443
)

$
310        80




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 81




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007Balance  December 31, 2008

$
2,960


$
2,695


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


2,538



46



309Gross decreases  tax positions in prior periods


(2,700
)


(92
)


Gross increases  current period tax positions


395



311



313Lapse of statute of limitations


(314
)






(1,871
)Balance  December 31, 2009

$
2,879


$
2,960


$
2,695   11.
    Segment
    Reporting      Years Ended December 31,2009


2008


2007Long-lived





Long-lived





Long-livedRevenues


Assets


Revenues


Assets


Revenues


AssetsUnited States

$
387,444


$
56,938


$
587,757


$
80,244


$
538,116


$
85,817United Kingdom


34,346



1,460



115,674



4,080



132,972



5,913All other countries


36,779



3,917



60,058



6,068



25,698



6,528$
458,569


$
62,315


$
763,489


$
90,392


$
696,786


$
98,258       Years Ended December 31,2009


2008


2007Revenues


%


Revenues


%


Revenues


%Seats and seating systems

$
142,093



31


$
267,005



35


$
248,098



35Electronic wire harnesses and panel assemblies


110,182



24



178,192



23



130,863



19Cab structures, sleeper boxes, body panels and structural
    components


87,503



19



156,431



21



150,371



22Trim systems and components


75,600



17



108,324



14



109,869



16Mirrors, wipers and controls


43,191



9



53,537



7



57,585



8$
458,569



100


$
763,489



100


$
696,786



100  82




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Commitments
    and Contingencies  Leases
  Year Ending December 31,2010

$
12,5212011


10,2122012


8,1012013


6,0732014


5,184Thereafter


14,846   Guarantees
  Litigation
  13.
    Stockholders
    Investment  Common Stock
  Preferred Stock
  Earnings Per Share
 83




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007Net loss applicable to common stockholders  basic and
    diluted

$
(81,535
)

$
(206,759
)

$
(3,251
)Weighted average number of common shares outstanding


21,811



21,579



21,439Dilutive effect of outstanding stock options and restricted
    stock grants after application of the treasury stock method










Dilutive shares outstanding


21,811



21,579



21,439Basic loss per share

$
(3.74
)

$
(9.58
)

$
(0.15
)Diluted loss per share

$
(3.74
)

$
(9.58
)

$
(0.15
)     Dividends
  Stockholder Rights Plan
    Common Stock Warrants
    14.
    Share-Based
    Compensation    Stock Option Grants
 84




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##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted Stock Awards
             85




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##### 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, 2008


721


$
12.58



5.7


$
Granted














Exercised














Forfeited


(35
)


10.51







Outstanding at December 31, 2009


686


$
12.68



4.8


$
147Exercisable at December 31, 2009


686


$
12.68



4.8


$
147Nonvested, expected to vest at December 31, 2009





$







$
     Nonvested Restricted StockWeighted-AverageShares


Grant-Date(000s)


Fair ValueNonvested at December 31, 2008


1,072


$
8.49Granted


638



5.25Vested


(408
)


11.03Forfeited


(76
)


4.97Nonvested at December 31, 2009


1,226


$
7.60       Repurchase of Common Stock
 86




---



##### Table of Contents



COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Defined
    Contribution Plans, Pension and Other Post-Retirement Benefit
    Plans  Defined Contribution Plans
  Pension and Other Post-Retirement Benefit
    Plans
    OtherPost-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2009


2008


2009


2008


2009


2008Change in benefit obligation:Benefit obligation  Beginning of year

$
31,583


$
31,002


$
28,137


$
47,076


$
2,311


$
2,774Service cost


294



435











8



18Interest cost


1,907



2,288



1,989



1,987



126



165Special termination benefits


151















339



Benefits paid


(1,290
)


(1,577
)


(871
)


(1,151
)


(506
)


(511
)Actuarial loss (gain)


2,613



(565
)


6,679



(6,940
)


52



(135
)Exchange rate changes










2,903



(12,835
)






Benefit obligation at end of year


35,258



31,583



38,837



28,137



2,330



2,311Change in plan assets:Fair value of plan assets  Beginning of year


20,295



26,256



21,409



35,649







86Actual return on plan assets


2,973



(6,086
)


2,477



(4,132
)






Employer contributions


864



1,702



871



762



506



425Benefits paid


(1,290
)


(1,577
)


(871
)


(1,151
)


(506
)


(511
)Exchange rate changes










2,209



(9,719
)






Fair value of plan assets at end of year


22,842



20,295



26,095



21,409







Funded status

$
(12,416
)

$
(11,288
)

$
(12,742
)

$
(6,728
)

$
(2,330
)

$
(2,311
)  87




---



##### 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 Plans2009


2008


2009


2008


2009


2008Current liabilities

$



$



$



$



$
573


$
442Noncurrent liabilities


12,416



11,288



12,742



6,728



1,757



1,869Net amount recognized

$
12,416


$
11,288


$
12,742


$
6,728


$
2,330


$
2,311     U.S. Pension Plans

Non-U.S. Pension Plans2009

2008

2009

2008Projected benefit obligation

$
35,258


$
31,583


$
38,837


$
28,137Accumulated benefit obligation

$
35,258


$
31,583


$
38,837


$
28,137Fair value of plan assets

$
22,842


$
20,295


$
26,095


$
21,409     Other Post-RetirementU.S. Pension Plans


Non-U.S. Pension Plans


Benefit Plans2009


2008


2007


2009


2008


2007


2009


2008


2007Service cost

$
294


$
323


$
420


$



$



$



$
8


$
13


$
17Interest cost


1,907



1,831



1,739



1,989



1,987



2,301



126



139



139Expected return on plan assets


(1,514
)


(1,980
)


(1,539
)


(1,418
)


(1,543
)


(2,178
)










Recognized actuarial loss (gain)


107



(13
)






183



192



191



(77
)


(63
)


Net periodic benefit cost


794



161



620



754



636



314



57



89



156Special Termination Benefits


151







211















339







414Net benefit cost

$
945


$
161


$
831


$
754


$
636


$
314


$
396


$
89


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

Non-U.S. Pension Plans

Benefit Plans2009

2008

2007

2009

2008

2007

2009

2008

2007Net actuarial loss (gain)

$
6,372


$
5,326


$
(2,680
)

$
13,123


$
6,968


$
11,582


$
36


$
(112
)

$
(44
)  88




---



##### Table of Contents



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


Non-U.S. Pension Plans


Benefit Plans2009


2008


2009


2008


2009


2008Actuarial loss (gain)

$
1,153


$
7,993


$
5,619


$
(1,265
)

$
52


$
(135
)Amortization of actuarial (gain) loss


(107
)


14



(183
)


(192
)


77



72Total recognized in other comprehensive income (loss)

$
1,046


$
8,007


$
5,436


$
(1,457
)

$
129


$
(63
)       Other Post-RetirementU.S. Pension Plans

Non-U.S. Pension Plans

Benefit Plans2009

2008

2007

2009

2008

2007

2009

2008

2007Discount rate


5.84
%


6.13
%


6.00
%


5.80
%


6.50
%


5.90
%


5.84
%


6.13
%


6.00
%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 Plans2009

2008

2007

2009

2008

2007

2009

2008

2007Discount rate


6.13
%


6.00
%


5.75
%


6.50
%


5.90
%


5.00
%


6.13
%


6.00
%


5.75
%Expected return on plan assets


7.50
%


7.50
%


7.50
%


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



N/A



N/A



N/A



N/A   non-U.S. stocks
 89




---



##### Table of Contents



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


Pension PlansU.S.


Non-U.S.


2009


2008Equity securities


52
%


56
%


56
%


51
%Debt securities


33



34



34



36Real estate


15



10



10



13100
%


100
%


100
%


100
%     Quoted Prices inActive Markets for


Significant


SignificantIdentical Assets


Observable Inputs


Unobservable InputsTotal


Level 1


Level 2


Level 3Equities:U.S. large value

$
3,560


$
3,560


$



$
U.S. large growth


3,677



3,677







U.S. mid cap growth


524



524







U.K. index


7,867



7,867







International


12,522



12,522







Balanced


2,618



2,618







Fixed income securities:Government bonds


2,697



2,697







Corporate bonds


11,055



11,055







Real Estate:U.S. property


2,435











2,435U.K. property


1,982



1,982







Total pension fund assets

$
48,937


$
46,502


$



$
2,435     U.S. PropertyBeginning balance

$
3,557Actual return on plan assets:Relating to assets held at reporting date


(1,122
)Ending balance

$
2,435    90




---



##### Table of Contents



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


1 Percentage PointPoint Increase


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

$
25


$
(24
)Other post-retirement benefit liability

$
86


$
(80
)     Other Post-RetirementYear

Pension Plans

Benefit Plans2010

$
2,420


$
5732011

$
2,569


$
4962012

$
2,940


$
4202013

$
3,215


$
3652014

$
3,492


$
2502015 to 2019

$
21,592


$
423   16.
    Related
    Party Transactions      17.
    Consolidating
    Guarantor and Non-Guarantor Financial Information    Rule 3-10 Regulation S-X.
 91




---



##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash

$
9


$
38


$
9,477


$



$
9,524Accounts receivable, net


218



57,680



16,165







74,063Intercompany receivable


48,709



9,853







(58,562
)


Inventories, net






34,425



23,626







58,051Prepaid expenses and other, net


570



16,812



9,461



(62
)


26,781Total current assets


49,506



118,808



58,729



(58,624
)


168,419PROPERTY, PLANT AND EQUIPMENT, net






56,938



5,377







62,315EQUITY INVESTMENT IN SUBSIDIARIES


76,573



8,940







(85,513
)


INTANGIBLE ASSETS, net






4,087











4,087OTHER ASSETS, net


6,206



9,413



67



2



15,688TOTAL ASSETS

$
132,285


$
198,186


$
64,173


$
(144,135
)

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

$



$



$



$



$
Accounts payable






42,638



17,017



2



59,657Intercompany payable






44,456



14,106



(58,562
)


Accrued liabilities, other


4,057



18,919



9,999



2



32,977Total current liabilities


4,057



106,013



41,122



(58,558
)


92,634LONG-TERM DEBT, net


162,644















162,644PENSION AND OTHER POST-RETIREMENT BENEFITS






14,173



12,742







26,915OTHER LONG-TERM LIABILITIES


3,349



294



2,502



(64
)


6,081Total liabilities


170,050



120,480



56,366



(58,622
)


288,274STOCKHOLDERS (DEFICIT) INVESTMENT


(37,765
)


77,706



7,807



(85,513
)


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

$
132,285


$
198,186


$
64,173


$
(144,135
)

$
250,509  92




---



##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
374,803


$
108,336


$
(24,570
)

$
458,569COST OF REVENUES






360,582



112,900



(24,570
)


448,912Gross Profit (Loss)






14,221



(4,564
)






9,657SELLING, GENERAL ANDADMINISTRATIVE EXPENSES






33,758



14,116







47,874AMORTIZATION EXPENSE






389











389GOODWILL AND INTANGIBLE ASSET IMPAIRMENT






30,135











30,135LONG-LIVED ASSET IMPAIRMENT






13,058



4,214







17,272EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES


85,889



(296
)






(85,593
)


RESTRUCTURING COSTS






1,104



2,547







3,651Operating Loss


(85,889
)


(63,927
)


(25,441
)


85,593



(89,664
)OTHER EXPENSE (INCOME)






14



(11,133
)






(11,119
)INTEREST EXPENSE


795



13,981



357







15,133LOSS ON EARLY EXTINGUISHMENT OF DEBT


1,254















1,254LOSS ON DEBT MODIFICATION


2,902















2,902Loss Before Benefit for Income Taxes


(90,840
)


(77,922
)


(14,665
)


85,593



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


(9,305
)


(11,576
)


4,582







(16,299
)NET LOSS

$
(81,535
)

$
(66,346
)

$
(19,247
)

$
85,593


$
(81,535
)  93




---



##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


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

$
(128
)

$
22,231


$
(3,999
)

$
77


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






(4,129
)


(1,476
)






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






15



39







54Other assets and liabilities






(2,194
)










(2,194
)Net cash used in investing activities






(6,308
)


(1,437
)






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


4















4Purchases of treasury stock from equity incentive plans


(635
)














(635
)Excess tax benefit from equity incentive plans


51















51Repayment of revolving credit facility


(27,013
)














(27,013
)Borrowings under revolving credit facility


12,213















12,213Borrowings of long-term debt


13,121















13,121Payments on capital lease obligations






(81
)


(13
)






(94
)Change in intercompany receivables/payables


5,649



(15,850
)


10,278



(77
)


Debt issuance costs and other, net


(3,263
)














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


127



(15,931
)


10,265



(77
)


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


1



(1
)


(2,606
)






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






(9
)


2,223







2,214CASH:Beginning of period


9



47



7,254







7,310End of period

$
9


$
38


$
9,477


$



$
9,524  94




---



##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash

$
9


$
47


$
7,254


$



$
7,310Accounts receivable, net


219



80,915



19,764







100,898Intercompany receivable


54,358







600



(54,958
)


Inventories, net






58,669



32,113







90,782Prepaid expenses


150



4,076



4,765



11,437



20,428Total current assets


54,736



143,707



64,496



(43,521
)


219,418PROPERTY, PLANT AND EQUIPMENT, net






80,154



10,238







90,392EQUITY INVESTMENT IN SUBSIDIARIES


164,615



8,540







(173,155
)


INTANGIBLE ASSETS, net






34,610











34,610OTHER ASSETS, net


3,500



6,745



32



64



10,341TOTAL ASSETS

$
222,851


$
273,756


$
74,766


$
(216,612
)

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

$
14,800


$
81


$



$



$
14,881Accounts payable






53,827



19,624







73,451Intercompany payable






50,530



4,428



(54,958
)


Accrued liabilities, other


11,699



13,716



6,501



11,501



43,417Total current liabilities


26,499



118,154



30,553



(43,457
)


131,749LONG-TERM DEBT, net


150,000







14







150,014PENSION AND OTHER POST-RETIREMENT BENEFITS






13,157



6,728







19,885OTHER LONG-TERM LIABILITIES


2,410



154



6,607







9,171Total liabilities


178,909



131,465



43,902



(43,457
)


310,819STOCKHOLDERS INVESTMENT


43,942



142,291



30,864



(173,155
)


43,942TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT

$
222,851


$
273,756


$
74,766


$
(216,612
)

$
354,761  95




---



##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
568,908


$
226,227


$
(31,646
)

$
763,489COST OF REVENUES






521,113



199,817



(31,646
)


689,284Gross Profit






47,795



26,410







74,205SELLING, GENERAL ANDADMINISTRATIVE EXPENSES






43,161



19,603







62,764GAIN ON SALE OF LONG-LIVED ASSETS






(6,075
)










(6,075
)GOODWILL AND INTANGIBLE ASSET IMPAIRMENT






162,225



45,306







207,531AMORTIZATION EXPENSE






414



965







1,379EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES


198,520



(220
)






(198,300
)


Operating Loss


(198,520
)


(151,710
)


(39,464
)


198,300



(191,394
)OTHER EXPENSE






159



13,786







13,945INTEREST EXPENSE


589



14,215



585







15,389Loss Before Provision for Income Taxes


(199,109
)


(166,084
)


(53,835
)


198,300



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


7,650



(19,092
)


(2,527
)






(13,969
)NET LOSS

$
(206,759
)

$
(146,992
)

$
(51,308
)

$
198,300


$
(206,759
)  96




---



##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


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

$
5,093


$
(3,468
)

$
7,515


$
603


$
9,743CASH FLOWS FROM 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 payments and acquisition payments, net






(139
)


(3,668
)






(3,807
)Other investing activities






(1,685
)










(1,685
)Net cash used in investing activities






(3,835
)


(6,299
)






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


(41
)














(41
)Excess tax benefit from equity incentive plans


(355
)














(355
)Repayment of revolving credit facility


(210,966
)














(210,966
)Borrowings under revolving credit facility


216,535















216,535Payments on capital lease obligations






(116
)


(14
)






(130
)Change in intercompany receivables/payables


(5,007
)


6,793



(1,183
)


(603
)


Net cash provided by (used in) financing activities


166



6,677



(1,197
)


(603
)


5,043EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH


(5,925
)


(2
)


(1,282
)






(7,209
)NET DECREASE IN CASH


(666
)


(628
)


(1,263
)






(2,557
)CASH:Beginning of period


675



675



8,517







9,867End of period

$
9


$
47


$
7,254


$



$
7,310  97




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##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


Consolidated(In thousands)REVENUES

$



$
525,628


$
182,738


$
(11,580
)

$
696,786COST OF REVENUES






475,659



156,066



(11,580
)


620,145Gross Profit






49,969



26,672







76,641SELLING, GENERAL ANDADMINISTRATIVE EXPENSES






39,927



15,566







55,493EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES


4,053



(408
)






(3,645
)


AMORTIZATION EXPENSE






412



482







894RESTRUCTURING COSTS






1,433











1,433Operating Income (Loss)


(4,053
)


8,605



10,624



3,645



18,821OTHER (INCOME) EXPENSE


(584
)


11



9,934







9,361INTEREST EXPENSE (INCOME)


392



13,693



62







14,147LOSS ON EARLY EXTINGUISHMENT OF DEBT


149















149(Loss) Income Before (Benefit) Provision for Income Taxes


(4,010
)


(5,099
)


628



3,645



(4,836
)(BENEFIT) PROVISION FOR INCOME TAXES


(759
)


552



(1,378
)






(1,585
)NET (LOSS) INCOME

$
(3,251
)

$
(5,651
)

$
2,006


$
3,645


$
(3,251
)  98




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##### Table of Contents



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


Guarantor


Non-GuarantorCompany


Companies


Companies


Elimination


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

$
3,639


$
10,477


$
34,250


$
(791
)

$
47,575CASH FLOWS FROM INVESTINGACTIVITIES:Purchases of property, plant and equipment






(13,883
)


(3,098
)






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






382



167







549Post-acquisition payments and acquisition payments, net






(11,752
)


(24,297
)






(36,049
)Other asset and liabilities






(813
)


2







(811
)Net cash used in investing activities






(26,066
)


(27,226
)






(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


(129,490
)














(129,490
)Borrowings under revolving credit facility


137,521















137,521Repayments of long-term borrowings


(10,295
)














(10,295
)Payments on capital lease obligations






(117
)


(8
)






(125
)Change in intercompany receivables/payables


(8,538
)


8,368



(621
)


791



Net cash (used in) provided by financing activities


(10,807
)


8,251



(629
)


791



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


(2,413
)






570







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


(9,581
)


(7,338
)


6,965







(9,954
)CASH:Beginning of period


10,256



8,013



1,552







19,821End of period

$
675


$
675


$
8,517


$



$
9,867  99




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##### Table of Contents



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



Basic (Loss)

Diluted (Loss)Gross (Loss)

(Loss)

Net (Loss)

Earnings

Earnings PerRevenues

Profit

Income

Income

Per Share

Share(1)2009:First

$
108,530


$
(3,249
)

$
(18,401
)

$
(19,404
)

$
(0.89
)

$
(0.89
)Second(2)

$
103,503


$
(1,089
)

$
(22,232
)

$
(22,513
)

$
(1.04
)

$
(1.04
)Third

$
110,811


$
3,612


$
(7,784
)

$
(15,882
)

$
(0.73
)

$
(0.73
)Fourth(3)

$
135,725


$
10,383


$
(41,247
)

$
(23,736
)

$
(1.08
)

$
(1.08
)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(4)

$
164,385


$
13,124


$
(209,724
)

$
(207,711
)

$
(9.57
)

$
(9.57
)     (1)
    
    See Note 13 for discussion on the computation of diluted
    shares outstanding.(2)
    
    We recorded approximately $2.0 million of restructuring
    charges and approximately $10.4 million of impairment
    charges relating to our intangible and long-lived assets in the
    second quarter of 2009.(3)
    
    We recorded approximately $1.7 million of restructuring
    charges and approximately $37.0 million of impairment
    charges relating to our intangible and long-lived assets in the
    fourth quarter of 2009.(4)
    
    We recorded approximately $207.5 million of impairment
    charges relating to goodwill in the fourth quarter of 2008.    19.
    Subsequent
    Events.   100




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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
     101




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##### Table of Contents



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

/s/  Chad
    M. UtrupChad
    M. Utrup
    Chief Financial Officer    102




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    
    103




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##### Table of Contents



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

Age

Principal Position(s)Richard A. Snell


68


Chairman and DirectorMervin Dunn


56


President, Chief Executive Officer and DirectorScott C. Arves


53


DirectorDavid R. Bovee


60


DirectorRobert C. Griffin


62


DirectorS.A. Johnson


69


DirectorJohn W. Kessler


74


DirectorScott D. Rued


53


Director     Scott D. Rued
  Scott C. Arves
  David R. Bovee
 104




---



##### Table of Contents



Mervin Dunn
  Robert C. Griffin
  S.A. (Tony) Johnson
  John W. Kessler
  Richard A. Snell
  B. Executive
    Officers
  Form 10-K
   105




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##### Table of Contents



C.
    Section 16(a)
    Beneficial Ownership Reporting Compliance and Corporate
    Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Number ofWeighted-Average


SecuritiesNumber of Securities to be


Exercise Price of


Remaining AvailableIssued upon Exercise of


Outstanding


for Future IssuanceOutstanding Options,


Options, Warrants


Under EquityWarrants and Rights


and Rights


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


475,351
(1)

$
15.84



652,940Management Stock Option Plan


210,358


$
5.54



Equity compensation plans not approved by stockholders










Total


685,709


$
12.68



652,940     (1)
    
    Includes options granted under our Third Amended and Restated
    Equity Incentive Plan. Does not include 2,161,900 shares of
    restricted stock granted under our Third Amended and Restated
    Equity Incentive Plan.    Item 13.
    Certain
    Relationships, Related Transactions and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   106




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statements Schedules  (1)
    LIST OF
    FINANCIAL STATEMENT SCHEDULES  The following financial statement schedules of the
    Corporation and its subsidiaries are included herein:
  Schedule II 
    Valuation and Qualifying Accounts and Reserves.
  COMMERCIAL
    VEHICLE GROUP, INC. AND SUBSIDIARIES
  SCHEDULE II:
    VALUATION AND QUALIFYING ACCOUNTS
 December 31,
    2009, 2008 and 2007
  Allowance
    for Doubtful Accounts:
    2009


2008


2007Balance  Beginning of the year

$
3,419


$
3,758


$
5,536Acquisition recorded










105Provisions


2,678



4,772



5,076Utilizations


(4,280
)


(4,852
)


(6,915
)Currency translation adjustment


(5
)


(259
)


(44
)Balance  End of the year

$
1,812


$
3,419


$
3,758   Additional
    Purchase Liabilities Recorded in Conjunction with
    Acquisitions:
    2009


2008


2007Balance  Beginning of the year

$



$
106


$
247Provisions










Utilizations






(106
)


(141
)Balance  End of the year

$



$



$
106   Facility
    Closure and Consolidation Costs:
    2009


2008


2007Balance  Beginning of the year

$



$
646


$
60Provisions


3,651



(206
)


810Utilizations


(1,860
)


(440
)


(224
)Balance  End of the year

$
1,791


$



$
646  107




---



##### Table of Contents



Valuation
    Allowance:
    2009


2008


2007Balance  Beginning of the year

$
44,553


$
1,289


$
41Provisions


10,964



43,264



1,248Utilizations










Balance  End of the year

$
55,517


$
44,553


$
1,289     (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).3
.3

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

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

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

Supplemental Indenture, dated as of November 10, 2006,
    among the Company, CVG European Holdings, LLC, the subsidiary
    guarantors party thereto and U.S. Bank National Association
    (incorporated by reference to the Companys annual report
    on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 13, 2007).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). 108




---



##### Table of Contents



Exhibit No.

Description4
.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).4
.8

Commercial Vehicle Group, Inc. Rights Agreement, dated as of
    May 21, 2009, by and between the Company and Computershare
    Trust Company, N.A. (incorporated by reference to the
    Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 22, 2009).4
.9

Form of Rights Certificate (included as Exhibit B to the
    Rights Agreement) (incorporated by reference to the
    Companys current report on
    Form 8-K
    (File
    No. 000-50890),
    filed on May 22, 2009).4
.10

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

Form of Certificate of Common Stock of the Company (incorporated
    by reference to the Companys registration statement on
    Form S-1
    (File
    No. 333-115708)).4
.12

Indenture, dated as of August 4, 2009, by and among the
    Company, the subsidiary guarantors party thereto and U.S. Bank
    National Association, as trustee (incorporated by reference to
    the Companys current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009).4
.13

Security Agreement, dated as of August 4, 2009, by and
    among the Company, the subsidiaries party thereto and U.S. Bank
    National Association, as third lien collateral agent
    (incorporated by reference to the Companys current report
    on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009).4
.14

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

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

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

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

Exchange Agreement, dated as of August 4, 2009, by and
    among the Company, the subsidiaries party thereto and certain
    holders of the Companys 8% Senior Notes due 2013
    (incorporated by reference to the Companys current report
    on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009).10
.5

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

Loan and Security Agreement, dated as of August 4, 2009, by
    and among the Company, as borrower, certain of the
    Companys subsidiaries, as guarantors, the financial
    institutions party to thereto, as lenders, and Credit Suisse, as
    agent (incorporated by reference to the Companys current
    report on
    Form 8-K
    (File
    No. 001-34365),
    filed on August 5, 2009). 109




---



##### Table of Contents



Exhibit No.

Description10
.7

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

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

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
.10*

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
.11*

Form of Grant of Nonqualified Stock Option pursuant to the
    Commercial Vehicle Group, Inc. Third Amended and Restated Equity
    Incentive Plan (incorporated by reference to the Companys
    annual report on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 15, 2005).10
.12

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
.13

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
.14

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
.15

Joinder to the Registration Agreement, dated as of May 20,
    2004, by and among Commercial Vehicle Group, Inc. and the prior
    stockholders of Trim Systems (incorporated by reference to the
    Companys quarterly report on
    Form 10-Q
    (File
    No. 000-50890),
    filed on September 17, 2004).10
.16*

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
.17*

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
.18*

First Amendment to Commercial Vehicle Group, Inc. 2008 Bonus
    Plan dated November 5, 2008 (incorporated by reference to
    the Companys annual report on Form
    10-K (File
    No. 000-50890), filed on March 16, 2009).10
.19*

Commercial Vehicle Group, Inc. 2010 Bonus Plan (incorporated by
    reference to the Companys current report on
    Form 8-K
    (File
    No. 001-34365),
    filed on March 11, 2010).10
.20*

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
.21*

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
.22*

Form of Restricted Stock Agreement pursuant to the Commercial
    Vehicle Group, Inc. Third Amended and Restated Equity Incentive
    Plan (incorporated by reference to amendment no. 1 to the
    Companys registration statement on
    Form S-4
    (File
    No. 333-129368),
    filed on December 1, 2005).10
.23*

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). 110




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##### Table of Contents



Exhibit No.

Description10
.24*

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
.25*

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
.26*

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, 2009.10
.27*

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
.28*

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
.29*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with Mervin Dunn.
    (incorporated by reference to the Companys annual report
    on Form 10-K
    (File No. 000-50890),
    filed on March 16, 2009).10
.30*

First Amendment to Change in Control & Non-Competition
    Agreement dated November 5, 2008 with Gerald L. Armstrong.
    (incorporated by reference to the Companys annual report
    on Form 10-K
    (File No. 000-50890), filed on March 16, 2009).10
.31*

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

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

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

Amended and Restated Deferred Compensation Plan dated
    November 5, 2008. (incorporated by reference to the
    Companys annual report on Form
    10-K (File
    No. 000-50890), filed on March 16, 2009).10
.35

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
.36*

Terms and conditions of employment for executive officers
    (incorporated by reference to the Companys annual report
    on
    Form 10-K
    (File
    No. 000-50890),
    filed on March 14, 2008).12
.1

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

Subsidiaries of Commercial Vehicle Group, Inc.23
.1

Consent of Deloitte & Touche LLP.31
.1

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

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

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

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

Chairman and Director

March 12, 2010/s/  MERVIN
    DUNNMervin
    Dunn

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

March 12, 2010/s/  SCOTT
    C. ARVESScott
    C. Arves

Director

March 12, 2010/s/  DAVID
    R. BOVEEDavid
    R. Bovee

Director

March 12, 2010/s/  ROBERT
    C. GRIFFINRobert
    C. Griffin

Director

March 12, 2010/s/  S.A.
    JOHNSONS.A.
    Johnson

Director

March 12, 2010/s/  JOHN
    W. KESSLERJohn
    W. Kessler

Director

March 12, 2010/s/  SCOTT
    D. RUEDScott
    D. Rued

Director

March 12, 2010/s/  CHAD
    M. UTRUPChad
    M. Utrup

Chief Financial Officer (Principal
    Financial and Accounting Officer)

March 12, 2010  112