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Delaware		3714		41-1990662
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Dennis M. Myers P.C. Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Telecopy: (312) 861-2200		Kris F. Heinzelman, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 Telephone: (212) 474-1000 Telecopy: (212) 474-3700

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The information in this prospectus is not complete and may be changed. We or the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Underwriting

Proceeds to

Price to

Discounts and

Proceeds to

Selling

Public

Commissions

Issuer

Stockholders

Per Share

$

$

$

$

Total

$

$

$

$

Credit Suisse First Boston	Robert W. Baird & Co.

JPMorgan	Lehman Brothers

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		Page
SUMMARY			1
RISK FACTORS			12
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS			21
USE OF PROCEEDS			22
DIVIDEND POLICY			22
PRICE RANGE OF COMMON STOCK			23
CAPITALIZATION			24
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA			25
SELECTED HISTORICAL FINANCIAL DATA			32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			36
INDUSTRY			51
BUSINESS			56
MANAGEMENT			75
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			86
PRINCIPAL STOCKHOLDERS			90
SELLING STOCKHOLDERS			92
DESCRIPTION OF CAPITAL STOCK			94
SHARES ELIGIBLE FOR FUTURE SALE			97
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			99
UNDERWRITING			102
LEGAL MATTERS			105
EXPERTS			105
WHERE YOU CAN FIND MORE INFORMATION			105
INDEX TO FINANCIAL STATEMENTS			F-1
Consent of Deloitte & Touche LLP
Consent of PricewaterhouseCoopers LLP

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	Volatility and cyclicality in the commercial vehicle market could adversely affect us.

	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 sales.

	Our profitability would be adversely affected if the actual production volumes for our customers’ vehicles is significantly lower than we anticipated.

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	Commercial vehicle OEMs have historically had significant leverage over their outside suppliers.

	Integrating our operations with the Mayflower and MWC operations may prove to be disruptive and could result in the combined businesses failing to meet our expectations.

	We may be unable to successfully implement our business strategy.

	If we are unable to obtain raw materials at favorable prices, it could adversely impact our results of operations and financial condition.

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	Our inability to compete effectively in the highly competitive commercial vehicle component supply industry could result in the loss of customers, which would have an adverse effect on our sales and operating results.

	Currency exchange rate fluctuations could have an adverse effect on our sales and financial results.

	We may be unable to complete additional strategic acquisitions or we may encounter unforeseen difficulties in integrating acquisitions.

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	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.

	We may be adversely impacted by work stoppages and other labor matters.

	Our products may be rendered less attractive by changes in competitive technologies.

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	Our continued success depends to some degree on our ability to protect our intellectual property.

	We depend on the service of key individuals, the loss of whom could materially harm our business.

	We may be adversely affected by the impact of environmental and safety regulations.

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

	We will be exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act of 2002.

	Equipment failures, delays in deliveries or catastrophic loss at any of our facilities could lead to production or service curtailments or shutdowns.

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	The reliability of market and industry data included in this prospectus may be uncertain.

	Our indebtedness could adversely affect our financial condition and make it more difficult to implement our business strategy.

	•	make us more vulnerable to unfavorable economic conditions or changes in our industry;
	•	make it more difficult to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes;
	•	make it more difficult to pursue strategic acquisitions;
	•	require us to dedicate a portion of our cash flow from operations for making payments on our indebtedness, which would prevent us from using it for other purposes; and
	•	make us susceptible to fluctuations in market interest rates that affect the cost of our borrowings to the extent that our variable rate indebtedness is not covered by interest rate hedge agreements.

	Restrictions in our senior credit facility limit our ability to incur additional debt, make acquisitions and make other investments.

	We are subject to certain risks associated with our foreign operations.

	•	the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;

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	•	foreign customers, who may have longer payment cycles than customers in the United States;
	•	tax rates in certain foreign countries, which may exceed those in the United States and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation;
	•	intellectual property protection difficulties;
	•	general economic and political conditions in countries where we operate, which may have an adverse effect on our operations in those countries;
	•	the difficulties associated with managing a large organization spread throughout various countries; and
	•	complications in complying with a variety of foreign laws and regulations, which may conflict with United States law.

	Future sales of our common stock, including the shares purchased in this offering, may depress our stock price.

	The market price of our common stock may be volatile, which could cause the value of your investment to decline.

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	Provisions in our charter documents and Delaware law could discourage potential acquisition proposals, could delay, deter or prevent a change in control and could limit the price certain investors might be willing to pay for our stock.

	•	a classified board of directors with staggered terms;
	•	a prohibition on stockholder action through written consents;
	•	a requirement that special meetings of stockholders be called only by the board of directors;
	•	advance notice requirements for stockholder proposals and director nominations;
	•	limitations on the ability of stockholders to amend, alter or repeal the by-laws; and
	•	the authority of the board of directors to issue, without stockholder approval, preferred stock with such terms as the board of directors may determine and additional shares of our common stock.

	Ownership change may limit our ability to use certain losses for U.S. federal income tax purposes and may increase our tax liability.

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		High				Low
2004:
Third quarter (beginning August 5, 2004)		$	16.82			$	12.95
Fourth quarter		$	21.90			$	14.50
2005:
First quarter		$	24.38			$	18.25
Second quarter (through June 16, 2005)		$	21.74			$	16.51

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					As of March 31, 2005
									Pro Forma for the				Pro Forma
					Actual				MWC Acquisition				As Adjusted
					(In thousands)
Cash and cash equivalents					$	1,527			$	1,527			$	1,527
Long-term debt (including current maturities):
	Senior credit facility:(1)
		Revolving credit facility			$	5,851			$	60,851			$	36,730
		Term loans				141,132				141,132				141,132
	Other debt(2)					6,502				6,502				6,502
		Total long-term debt				153,485				208,485				184,364
Stockholders’ equity:
	Preferred stock, $.01 par value per share; 5,000,000 shares authorized; no shares issued and outstanding on an actual or pro forma basis					—				—				—
	Common stock, $.01 par value per share; 30,000,000 shares authorized; 17,987,497 issued and outstanding on an actual basis, and 19,753,027 shares issued and outstanding on a pro forma basis					180				180				182
	Additional paid-in capital					123,660				123,660				147,779
	Retained earnings (accumulated deficit)					(4,568	)			(4,568	)			(4,568	)
	Stock subscriptions receivable					(175	)			(175	)			(175	)
	Accumulated other comprehensive income					1,273				1,273				1,273
		Total stockholders’ equity				120,370				120,370				144,491
			Total capitalization		$	273,855			$	328,855			$	328,855

(1)	On February 7, 2005, we amended our senior credit facility to increase our revolving credit facility from $40.0 million to $75.0 million and our term loans from $65.0 million to $145.0 million. We used borrowings of approximately $106.4 million under our amended senior credit facility to fund substantially all of the purchase price of the Mayflower acquisition. On June 3, 2005, we further amended our senior credit facility to increase our revolving credit facility from $75.0 million to $100.0 million. We used revolving credit borrowings of approximately $58.0 million under our senior credit facility to fund substantially all of the purchase price and related expenses of the MWC acquisition.
(2)	Other debt includes borrowings of $6.5 million financed through the issuance of industrial development bonds relating to our Vonore, Tennessee facility. These bonds were redeemed on May 2, 2005 for approximately $6.5 million.

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	•	the Mayflower acquisition;
	•	the MWC acquisition;
	•	the sale of 1,500,000 shares of common stock by us pursuant to this offering and the application of the net proceeds therefrom as described in “Use of Proceeds”; and
	•	the exercise of management’s options to purchase 265,530 shares of our common stock and the application of the proceeds therefrom as described in “Use of Proceeds”,

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												MWC
												Acquisition				Offering				Pro Forma
				Historical				MWC				Adjustments				Adjustments				Consolidated
				(In thousands)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	1,527			$	5,128			$	(5,128	)(1)		$	—			$	1,527
	Accounts receivable, net				102,913				10,431				—				—				113,344
	Inventories				52,129				7,851				—				—				59,980
	Prepaid expenses and other current assets				7,027				598				(45	)(2)			—				7,580
	Deferred income taxes				7,038				972				—				—				8,010
		Total current assets			170,634				24,980				(5,173	)			—				190,441
PROPERTY, PLANT AND EQUIPMENT:
	Land and buildings				39,930				10,878				—				—				50,808
	Machinery and equipment				121,790				—				—				—				121,790
	Construction in progress				6,073				—				—				—				6,073
	Less accumulated depreciation				(99,434	)			(5,491	)			—				—				(104,925	)
		Property, plant and equipment – net			68,359				5,387				—				—				73,746
GOODWILL					145,100				3,250				39,295	(1)			—				187,645
DEFERRED INCOME TAXES					6,516				657				—				—				7,173
OTHER ASSETS, net					7,301				297				—				—				7,598
				$	397,910			$	34,571			$	34,122			$	—			$	466,603
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
	Current maturities of long-term debt			$	16,251			$	—			$	—			$	—			$	16,251
	Accounts payable				67,679				6,401				—				—				74,080
	Accrued liabilities				38,719				4,337				2,955	(2)			—				46,011
		Total current liabilities			122,649				10,738				2,955				—				136,342
LONG-TERM DEBT, net of current maturities					137,234				—				55,000	(3)			(24,121	)(5)			168,113
OTHER LONG-TERM LIABILITIES					17,657				—				—				—				17,657
		Total liabilities			277,540				10,738				57,955				(24,121	)			322,112
STOCKHOLDERS’ INVESTMENT:
	Common stock				180				—				—				2	(5)			182
	Additional paid-in capital				123,660				33,300				(33,300	)(4)			24,119	(5)			147,779
	Retained earnings (accumulated deficit)				(4,568	)			(9,457	)			9,457	(4)			—				(4,568	)
	Stock subscription receivable				(175	)			—				—				—				(175	)
	Accumulated other comprehensive income				1,273				(10	)			10	(4)			—				1,273
		Total stockholders’ investment			120,370				23,833				(23,833	)			24,121				144,491
				$	397,910			$	34,571			$	34,122			$	—			$	466,603

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															Acquisitions				Offering				Pro Forma
			CVG				Mayflower				MWC				Adjustments				Adjustments				Consolidated(9)
			(In thousands, except per share amounts)
REVENUES			$	380,445			$	206,457			$	84,056			$	—			$	—			$	670,958
COST OF SALES				309,696				181,209				71,818				—				—				562,723
	Gross profit			70,749				25,248				12,238				—				—				108,235
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				28,985				3,659				4,670				—				—				37,314
NONCASH OPTION CHARGE				10,125				—				—				—				—				10,125
AMORTIZATION EXPENSE				107				—				30				—				—				137
	Operating income			31,532				21,589				7,538				—				—				60,659
OTHER (INCOME) EXPENSE				(1,247	)			765				—				—				—				(482	)
INTEREST EXPENSE (INCOME)				7,244				(170	)			135				11,096	(6)			(1,688	)(8)			16,617
LOSS ON EARLY EXTINGUISHMENT OF DEBT				1,605				—				—				—				—				1,605
	Income (loss) before provision for income taxes			23,930				20,994				7,403				(11,096	)			1,688				42,919
PROVISION (BENEFIT) FOR INCOME TAXES				6,481				7,865				2,961				(3,906	)(7)			675	(7)			14,076
NET INCOME (LOSS)			$	17,449			$	13,129			$	4,442			$	(7,190	)		$	1,013			$	28,843
BASIC EARNINGS (LOSS) PER SHARE			$	1.13																			$	1.68
DILUTED EARNINGS (LOSS) PER SHARE			$	1.12																			$	1.66

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															Acquisitions				Offering				Pro Forma
			CVG				Mayflower				MWC				Adjustments				Adjustments				Consolidated(9)
			(In thousands, except per share amounts)
REVENUES			$	152,415			$	23,986			$	23,946			$	—			$	—			$	200,347
COST OF SALES				126,163				21,553				19,126				—				—				166,842
	Gross profit			26,252				2,433				4,820				—				—				33,505
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				9,549				727				1,168				—				—				11,444
AMORTIZATION EXPENSE				24				—				3				—				—				27
	Operating income			16,679				1,706				3,649				—				—				22,034
OTHER (INCOME) EXPENSE				(2,881	)			—				—				—				—				(2,881	)
INTEREST EXPENSE (INCOME)				2,168				793				(2,230	)			3,193	(6)			(422	)(8)			3,502
	Income (loss) before provision for income taxes			17,392				913				5,879				(3,193	)			422				21,413
PROVISION (BENEFIT) FOR INCOME TAXES				6,506				396				1,929				(855	)(7)			169	(7)			8,145
NET INCOME (LOSS)			$	10,886			$	517			$	3,950			$	(2,338	)		$	253			$	13,268
BASIC EARNINGS (LOSS) PER SHARE:			$	0.61																			$	0.67
DILUTED EARNINGS (LOSS) PER SHARE:			$	0.59																			$	0.66

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															Acquisitions				Offering				Pro Forma
			CVG				Mayflower				MWC				Adjustments				Adjustments				Consolidated(9)
			(In thousands, except per share amounts)
REVENUES			$	85,990			$	42,768			$	21,185			$	—			$	—			$	149,943
COST OF SALES				70,503				37,850				19,907				—				—				128,260
	Gross profit			15,487				4,918				1,278				—				—				21,683
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				7,497				1,019				994				—				—				9,510
NONCASH OPTION CHARGE				—				—				—				—				—				—
AMORTIZATION EXPENSE				36				—				20				—				—				56
	Operating income			7,954				3,899				264				—				—				12,117
OTHER (INCOME) EXPENSE				(3,270	)			(229	)			—				—				—				(3,499	)
INTEREST EXPENSE (INCOME)				2,268				(37	)			144				2,658	(6)			(422	) (8)			4,611
LOSS ON EARLY EXTINGUISHMENT OF DEBT				—				—				—				—				—				—
	Income (loss) before provision for income taxes			8,956				4,165				120				(2,658	)			422				11,005
PROVISION (BENEFIT) FOR INCOME TAXES				3,407				1,615				48				(1,012	) (7)			169	(7)			4,227
NET INCOME (LOSS)			$	5,549			$	2,550			$	72			$	(1,646	)		$	253			$	6,778
BASIC EARNINGS (LOSS) PER SHARE:			$	0.40																			$	0.44
DILUTED EARNINGS (LOSS) PER SHARE:			$	0.40																			$	0.43

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(1)	The MWC acquisition will be accounted for by the purchase method of accounting. Under purchase accounting, the total purchase price will be allocated to the tangible and intangible assets and liabilities of MWC based upon their respective fair values. This allocation will be based upon valuations and other studies that have not yet been completed. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities based on available information. The actual allocation of purchase price and the resulting effect on income from operations may differ significantly from the pro forma amounts included herein.
	The purchase price and costs associated with the MWC acquisition exceeded the preliminary fair value of the net assets acquired by approximately $39.3 million. Pending completion of an independent valuation analysis, we have preliminarily allocated the excess purchase price over the fair value of the net assets acquired to goodwill. The acquired goodwill is not deductible for income tax purposes. Our preliminary estimate of goodwill as of the acquisition date, which is subject to further refinement, is as follows (in thousands):

Purchase price (cash consideration)		$	55,000
Transaction costs			3,000
Net assets of MWC at historical cost			(18,705	)
Excess of purchase price over net assets acquired		$	39,295

(2)	Reflects accrued transaction costs which were not paid at closing.
(3)	Reflects the net borrowings under our revolving credit facility to fund the MWC acquisition.
(4)	Represents the elimination of the MWC equity accounts as of March 31, 2005.
(5)	Reflects the receipt of net proceeds from the offering and proceeds from the exercise of management’s stock options and the use of these proceeds to repay a portion of our revolving credit facility (in thousands):

Proceeds from sale of common stock in offering			$	27,000
Proceeds from exercise of management stock options				1,471
Less: underwriting fee and expenses				(1,350	)
Less: other expenses of issuance and distribution				(3,000	)
	Net proceeds available for repayment		$	24,121

(6)

Reflects adjustments to interest expense on incremental net borrowings of approximately $106.4 million incurred in connection with the Mayflower acquisition and interest expense on incremental net borrowings of approximately $58.0 million incurred in connection with the MWC acquisition at a weighted average interest rate of 6.5% for borrowings under the term loan facility and 7.0% for borrowings under the revolving credit facility as follows:

				Adjustments to Interest Expense
								Three Months				Three Months
				Year Ended				Ended				Ended
				December 31,				March 31,				March 31,
				2004				2005				2004
				(In thousands)
Interest on incremental $106.4 million of net borrowings related to the Mayflower acquisition				$	7,211			$	793			$	1,802
Interest on incremental $58.0 million of net borrowings related to the MWC acquisition					3,850				963				963
		Adjustments			11,061				1,756				2,765
Adjustment for interest income (expense) previously recorded by:
	Mayflower				170				(793	)			37
	MWC				(135	)			2,230				(144	)
					35				1,437				(107	)
		Net increase		$	11,096			$	3,193			$	2,658

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(7)	Reflects an adjustment to income taxes based on our effective tax rate.
(8)	Reflects the reduction of interest expense on the reduction in net borrowings under our revolving credit facility at a weighted average interest rate of 7.0%.
(9)	In the event that we complete our concurrent senior notes offering, after giving further effect to such offering, (a) our pro forma interest expense for the year ended December 31, 2004 and for the three months ended March 31, 2005 and March 31, 2004 would have been $20.5 million, $4.5 million and $5.6 million, respectively, (b) our pro forma net income for the year ended December 31, 2004 and for the three months ended March 31, 2005 and March 31, 2004 would have been $26.5 million, $12.7 million and $6.2 million, respectively, (c) our pro forma income tax expense for the year ended December 31, 2004 and for the three months ended March 31, 2005 and March 31, 2004 would have been $12.5 million, $7.8 million and $3.8 million, respectively, and (d) our pro forma total indebtedness as of March 31, 2005 would have been $189.6 million. However, the completion of this common stock offering is not connected with or contingent upon the completion of the senior notes offering and there is no guarantee that the senior notes offering will, in fact, be completed.

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																							Three Months Ended
			Year Ended December 31,																				March 31,
			2000				2001				2002				2003				2004				2004				2005
			(In thousands, except per share data)
Statement of Operations Data:
Revenues			$	244,963			$	271,226			$	298,678			$	287,579			$	380,445			$	85,990			$	152,415
Cost of sales				208,083				229,593				249,181				237,884				309,696				70,503				126,163
	Gross profit			36,880				41,633				49,497				49,695				70,749				15,487				26,252
Selling, general and administrative expenses				21,569				21,767				23,952				24,281				28,985				7,497				9,549
Noncash option issuance charge				—				—				—				—				10,125				—				—
Amortization expense				2,725				3,822				122				185				107				36				24
Restructuring charges				5,561				449				—				—				—				—				—
	Operating income			7,025				15,595				25,423				25,229				31,532				7,954				16,679
Other expense (income)				(1,955	)			(2,347	)			1,098				3,230				(1,247	)			(3,270	)			(2,881	)
Interest expense				12,396				14,885				12,940				9,796				7,244				2,268				2,168
Loss on early extinguishment of debt				—				—				—				2,972				1,605				—				—
	Income (loss) before income taxes and cumulative effect of accounting change			(3,416	)			3,057				11,385				9,231				23,930				8,956				17,392
Provision (benefit) for income taxes				(2,550	)			5,072				5,235				5,267				6,481				3,407				6,506
	Income (loss) before cumulative effect of accounting change			(866	)			(2,015	)			6,150				3,964				17,449				5,549				10,886
Cumulative effect of accounting change				—				—				(51,630	)			—				—				—				—
	Net income (loss)		$	(866	)		$	(2,015	)		$	(45,480	)		$	3,964			$	17,449			$	5,549			$	10,886
Earnings (loss) per share(1):
	Basic		$	(0.09	)		$	(0.15	)		$	(3.29	)		$	0.29			$	1.13			$	0.40			$	0.61
	Diluted			(0.09	)			(0.15	)			(3.26	)			0.29				1.12				0.40				0.59
Weighted average common shares outstanding(1):
	Basic			9,337				13,893				13,827				13,779				15,429				13,779				17,987
	Diluted			9,337				13,893				13,931				13,883				15,623				13,885				18,297
Balance Sheet Data (at end of period):
Working capital			$	16,768			$	10,908			$	8,809			$	28,216			$	41,727			$	26,449			$	47,985
Total assets				312,006				263,754				204,217				210,495				225,638				218,511				397,910
Total debt				161,061				140,191				127,202				127,474				53,925				109,555				153,485
Total stockholders’ investment				76,287				72,913				27,025				34,806				111,046				40,627				120,370
Other Data:
EBITDA(2)			$	16,107			$	28,428			$	34,105			$	33,335			$	39,099			$	10,014			$	19,441
Net cash provided by (used in):
	Operating activities			24,068				12,408				18,172				10,442				34,177				6,035				10,058
	Investing activities			(3,051	)			7,749				(4,937	)			(5,967	)			(8,907	)			(840	)			(109,241	)
	Financing activities			(13,160	)			(24,792	)			(14,825	)			(2,761	)			(28,427	)			(7,667	)			99,965
Depreciation and amortization				9,078				12,833				8,682				8,106				7,567				2,060				2,762
Capital expenditures, net				3,174				4,898				4,937				5,967				8,907				840				2,883
North American Class 8 heavy-duty truck production (units)(3)				252				146				181				182				269				55				81

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(1)	Earnings (loss) per share and weighted average common shares outstanding for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 have been calculated giving effect to the reclassification, in connection with our initial public offering, of our previously outstanding six classes of common stock into one class of common stock and, in connection therewith, a 38.991-to-one stock split. Earnings (loss) per share for all periods were computed in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (SFAS No. 128).
(2)	“EBITDA” represents earnings before interest expense, income taxes and depreciation and amortization, noncash gain (loss) on forward exchange contracts, loss on early extinguishment of debt and an impairment charge associated with the adoption of SFAS No. 142. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by generally accepted accounting principles. We present EBITDA because we believe that it is widely accepted that EBITDA provides useful information regarding our operating results. We rely on EBITDA primarily as an operating performance measure in order to review and assess our company and our management team. For example, our management incentive plan is based upon the company achieving minimum EBITDA targets for a given year. We also review EBITDA to compare our current operating results with corresponding periods and with other companies in our industry. We believe that it is useful to investors to provide disclosures of our operating results on the same basis as that used by our management. We also believe that it can assist investors in comparing our performance to that of other companies on a consistent basis without regard to depreciation, amortization, interest or taxes, which do not directly affect our operating performance. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

	•	EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
	•	EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
	•	EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;
	•	Although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
	•	Other companies in our industry may calculate EBITDA differently than we do, limiting their usefulness as a comparative measure.

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Because of these limitations, EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. See the consolidated statements of cash flows included in our financial statements included elsewhere herein. The following is a reconciliation of EBITDA to net income (loss):

																							Three Months
																							Ended
			Year Ended December 31,																				March 31,
			2000				2001				2002				2003				2004				2004				2005
			(In thousands)
EBITDA			$	16,107			$	28,428			$	34,105			$	33,335			$	39,099			$	10,014			$	19,441
Add (subtract):
	Depreciation and amortization			(9,078	)			(12,833	)			(8,682	)			(8,106	)			(7,567	)			(2,060	)			(2,762	)
	Noncash gain (loss) on forward exchange contracts			1,951				2,347				(1,098	)			(3,230	)			1,247				3,270				2,881
	Interest expense			(12,396	)			(14,885	)			(12,940	)			(9,796	)			(7,244	)			(2,268	)			(2,168	)
	Loss on early extinguishment of debt			—				—				—				(2,972	)			(1,605	)			—				—
	(Provision) benefit for income taxes			2,550				(5,072	)			(5,235	)			(5,267	)			(6,481	)			(3,407	)			(6,506	)
	Cumulative effect of change in accounting			—				—				(51,630	)			—				—				—				—
Net income (loss)			$	(866	)		$	(2,015	)		$	(45,480	)		$	3,964			$	17,449			$	5,549			$	10,886

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

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	•	eliminating excess production capacity through the closure and consolidation of four manufacturing facilities, two design centers and two assembly facilities;
	•	implementing Lean Manufacturing and Total Quality Production System (“TQPS”) initiatives throughout many of our U.S. manufacturing facilities to improve operating efficiency and product quality;
	•	reducing headcount for both salaried and hourly employees; and
	•	improving our design capabilities and new product development efforts to focus on higher margin product enhancements.

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														Three Months
														Ended
		Year Ended December 31,												March 31,
		2002				2003				2004				2004				2005
Revenues			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%
Cost of sales			83.4				82.7				81.4				82.0				82.8
Gross profit			16.6				17.3				18.6				18.0				17.2
Selling, general and administrative expenses			8.0				8.4				7.6				8.7				6.3
Noncash option charge			0.0				0.0				2.7				0.0				0.0
Amortization expense			0.1				0.1				0.0				0.0				0.0
Operating income			8.5				8.8				8.3				9.3				10.9
Other (income) expense			0.4				1.1				(0.3	)			(3.8	)			(1.9	)
Interest expense			4.3				3.4				1.9				2.6				1.4
Loss on early extinguishment of debt			0.0				1.0				0.4				0.0				0.0
Income before income taxes and cumulative effect of change in accounting			3.8				3.3				6.3				10.5				11.4
Provision for income taxes			1.7				1.9				1.7				4.0				4.3
Income before cumulative effect of change in accounting			2.1				1.4				4.6				6.5				7.1
Cumulative effect of change in accounting			17.3				0.0				0.0				0.0				0.0
Net income (loss)			(15.2	)%			1.4	%			4.6	%			6.5	%			7.1	%

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	•	an increase in North American heavy-duty truck production as well as an increase in production levels for other North American end markets, which resulted in approximately $67 million of increased revenues;
	•	new business awards related to seats, mirrors and interior trim, which resulted in approximately $13 million of increased revenues; and
	•	favorable foreign exchange fluctuations of approximately $11 million.

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	Restructuring and Asset Impairment Charges

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			Balance at								Balance at								Balance at
			December 31,				Payments/				December 31,				Payments/				December 31,
			2002				Utilization				2003				Utilization				2004
			(Dollars in thousands)
Facility exit and other contractual costs			$	1,177			$	(390	)		$	787			$	(509	)		$	278
Employee costs				98				(98	)			—				—				—
	Total		$	1,275			$	(488	)		$	787			$	(509	)		$	278

	Cash Flows

	Credit Facilities

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		Maximum
		Total Leverage
Quarter(s) Ending		Ratio
3/31/05 through 9/30/05			3.00 to 1.00
12/31/05 through 9/30/06			2.75 to 1.00
12/31/06 and each fiscal quarter thereafter			2.50 to 1.00

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	Actual

			Payments Due by Period
							Less than												More than
			Total				1 Year				1-3 Years				3-5 Years				5 Years
			(Dollars in thousands)
Long-term debt obligations			$	53,925			$	4,884			$	19,320			$	22,585			$	7,136
Operating lease obligations				17,480				5,082				7,141				4,724				533
	Total		$	71,405			$	9,966			$	26,461			$	27,309			$	7,669

	Pro Forma

			Payments Due by Period
							Less than												More than
			Total				1 Year				1-3 Years				3-5 Years				5 Years
			(Dollars in thousands)
Long-term debt obligations			$	185,738			$	15,534			$	47,088			$	101,409			$	21,707
Operating lease obligations				21,651				6,703				9,006				5,409				533
	Total		$	207,389			$	22,237			$	56,094			$	106,818			$	22,240

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	Interest Rate Risk

	Foreign Currency Risk

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	Foreign Currency Transactions

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			2000				2001				2002				2003				2004
			(Thousands of units)
Class 8 heavy trucks				252				146				181				182				269
Class 5 – 7 light and medium-duty trucks				215				185				191				194				240
	Total			467				331				372				376				509

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	Class 8 Truck Market

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	Commercial Truck Aftermarket

	Commercial Construction Vehicle Market

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	Military Equipment Market

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	•	On February 7, 2005, we acquired substantially all of the assets and liabilities related to Mayflower Vehicle Systems’ North American Commercial Vehicle Operations for $107.5 million. This acquisition makes us the only non-captive producer of steel and aluminum cabs and sleeper box assemblies for the North American Class 8 truck market. The Mayflower acquisition will allow us to offer our truck customers a completely furnished vehicle cab and provide us earlier visibility on cab structure designs and concepts, which will provide us with advantages in our other cab products.
	•	On June 3, 2005 we acquired the stock of Monona Corporation, the parent of MWC, for $55.0 million. MWC specializes in low volume electronic wire harnesses and instrument panel assemblies and also assembles cabs for the construction market. The MWC acquisition will enhance our ability to offer integrated electronics and instrument panel assemblies, expand our cab assembly capabilities into new end markets and provide us with a world class Mexican assembly operation strategically located near several of our existing OEM customers.

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			2004 Sales
Product Category			Actual				Pro Forma
Seats and Seating Systems				53	%			30	%
Trim Systems and Components				28				16
Mirrors, Wipers and Controls				19				11
Cab Structures, Sleeper Boxes, Body Panels and Structural Components				—				31
Electronic Wire Harnesses and Panel Assemblies				—				12
	Total			100	%			100	%

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			2004 Sales
End-User Market			Actual				Pro Forma
Heavy Truck OEM				54	%			59	%
Aftermarket and OEM Service				11				7
Construction				18				18
Bus				2				1
Military				2				2
Agriculture				1				1
Other				12				12
	Total			100	%			100	%

			2004 Sales
Customer			Actual				Pro Forma
PACCAR				28	%			16	%
Freightliner				17				14
International				9				18
Caterpillar				5				10
Volvo/ Mack				6				12
Komatsu				3				2
Deere & Co.				1				2
Oshkosh Truck				1				3
Other				30				23
	Total			100	%			100	%

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	•	Seats and Seating Systems. Our seating operations utilize a variety of manufacturing techniques whereby fabric is affixed to an underlying seat frame. We also manufacture and assemble the seat frame, which involves complex welding. For the most part, we utilize outside suppliers to produce the individual components used to assemble the seat frame.
	•	Trim Systems and Components. Our interior systems process capabilities include injection molding, low-pressure injection molding, urethane molding and foaming processes, compression molding, and vacuum and twin shell vacuum forming as well as various trimming and finishing methods.
	•	Mirrors, Wipers and Controls. We manufacture our mirrors, wipers and controls utilizing a variety of manufacturing processes and techniques. Our mirrors, wipers and controls are 100% hand assembled, tested and packaged.
	•	Cab Structures, Sleeper Boxes, Body Panels and Structural Components. We utilize a wide range of manufacturing processes to produce the majority of the steel and aluminum stampings used in our cab structures, sleeper boxes, body panels and structural components and a variety of both robotic and manual welding techniques in the assembly of these products. In addition, both our Norwalk, Ohio and Kings Mountain, North Carolina facilities have large capacity, fully automated E-coat paint priming systems allowing us to provide our customers with a paint-ready cab product. Due to their high cost, full body E-coat systems, such as ours, are rarely found outside of the manufacturing operations of the major OEMs. The four major large press lines at our Shadyside, Ohio facility provide us with the in-house manufacturing flexibility for both aluminum and steel stampings delivered just in time to our cab assembly plants. This plant also provides us with low

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		volume forming and processing techniques including laser trim operations that minimize investment and time to manufacture for low volume applications.
	•	Electronic Wire Harnesses and Panel Assemblies. We utilize several manufacturing techniques to produce the majority of our electronic wire harnesses and panel assemblies. Our processes, both manual and automated, are designed to produce complex, low- to medium-volume wire harnesses and panel assemblies in short time frames. Our wire harnesses and panel assemblies are both electronically and hand tested.

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	•	Seats and Seating Systems. The principal raw materials used in our seat systems include steel, aluminum and foam chemicals, and are generally readily available and obtained from multiple suppliers under various supply agreements. Leather, fabric and certain components are also purchased from multiple suppliers under supply agreements. Typically, our supply agreements last for at least one year and can be terminated by us for breach or convenience. Some purchased components are obtained from our customers.
	•	Trim Systems and Components. The principal raw materials used in our interior systems processes are resin and chemical products, which are formed and assembled into end products. These raw materials are obtained from multiple suppliers, typically under supply agreements which last for at least one year and are terminable by us for breach or convenience.
	•	Mirrors, Wipers and Controls. The principal raw materials used to manufacture our mirrors, wipers and controls are steel, stainless steel, aluminum, glass and rubber, which are generally readily available and obtained from multiple suppliers.
	•	Cab Structures, Sleeper Boxes, Body Panels and Structural Components. The principal raw materials used in our cab structures, sleeper boxes, body panels and structural components are steel and aluminum, the majority of which we purchase in sheets and stamp at our Shadyside, Ohio facility. These raw materials are generally readily available and obtained from several suppliers, typically under purchase orders that are cancelable by us without cause, pursuant to one year supply agreements.
	•	Electronic Wire Harnesses and Panel Assemblies. The principal raw materials used to manufacture our electronic wire harnesses are wire, connectors, terminals, switches, relays and braid fabric. These raw materials are obtained from multiple suppliers and are generally readily available. Many of our customers specify particular wire and connectors and, as such, negotiate pricing of these materials directly with our customers. Our panel assembly materials are generally procured directly from the customer.

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	•	Seats and Seating Systems. We believe that we have the number one market position in North America with respect to our seating operations. We also believe that we have the number one market position in supplying seats and seating systems to commercial vehicles used in the construction industry on a worldwide basis. Our primary independent competitors in the North American commercial vehicle market include Sears Manufacturing Company, Accuride Corporation and Seats, Inc., and our primary competitors in the European commercial vehicle market include Grammar and Isringhausen.
	•	Trim Systems and Components. We believe that we have the number one market position in North America with respect to our interior trim products. We face competition from a number of different competitors with respect to each of our trim system products and components. Overall, our primary independent competitors are ConMet, Fabriform, TPI, Findlay, Superior and Mitras.
	•	Mirrors, Wipers and Controls. We believe that we hold the number two market position in North America with respect to our windshield wiper systems and mirrors. We face competition from a number of different competitors with respect to each of our principal products in this category. Our principal competitors for mirrors are Hadley, Lang-Mekra and Trucklite, and our principal competitors for windshield wiper systems are Johnson Electric, Trico and Valeo.
	•	Cab Structures, Sleeper Boxes, Body Panels and Structural Components. We believe we have the number one market position in North America with respect to our cab structural components and the number two position in North America with respect to our cab structures, sleeper boxes and body panels. Our principal competitors with regard to structural components are Magna Inoxydable Inc., Ogihara Corporation, Q3 Stamped Metal, Inc. and Defiance Metal Products. Our principal competitors with regard to cab structures are the in-house operations of Freightliner, PACCAR, International and Volvo/ Mack.
	•	Electronic Wire Harnesses and Panel Assemblies. We believe that we are a leading producer of low- to medium-volume complex, electronic wire harnesses and related assemblies used in the global heavy equipment, commercial vehicle, heavy-truck and specialty and military vehicle markets. Our principal competitors for electronic wire harnesses include large diversified suppliers such as Delphi, Lear, Leoni and Stoneridge and smaller independent companies such as Fargo Assembly, Schofield Enterprises and Unlimited Services.

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				Approximate
Location		Products Produced		Square Footage				Ownership Interest
Norwalk, Ohio(1)		Cab, Sleeper Box, Interior Trim Assembly and Ford GT Assembly			303,000 sq.  ft.				Owned
Vonore, Tennessee (2 facilities)		Seats, Mirrors			245,000 sq.  ft.				Owned/Leased

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				Approximate
Location		Products Produced		Square Footage				Ownership Interest
Shadyside, Ohio(1)		Stamping of Steel and Aluminum Structural and Exposed Stamped Components			225,000 sq.  ft.				Owned
Northampton, England		Seats (office and commercial vehicle)			210,000 sq.  ft.				Leased
Kings Mountain, North Carolina(1)		Cab, Sleeper Box, Interior Trim Assembly			180,000 sq.  ft.				Owned
Statesville, North Carolina (2 facilities)		Interior Trim, Seats			163,000 sq.  ft.				Leased
Seattle, Washington		RIM Process, Interior Trim, Seats			156,000 sq.  ft.				Owned
Michigan City, Indiana		Wipers, Switches			87,000 sq.  ft.				Leased
Dublin, Virginia		Interior Trim, Seats			79,000 sq.  ft.				Owned
Denton, Texas(3)		Interior Trim, Seats			69,000 sq.  ft.				Leased
Vancouver, Washington (2 facilities)		Interior Trim			63,000 sq.  ft.				Leased
Chillicothe, Ohio		Interior Trim, Dash Assembly			62,000 sq.  ft.				Owned
Shanghai, China		Seats			50,000 sq.  ft.				Leased
Bellaire, Ohio(1)		Warehouse Facility			40,000 sq.  ft.				Leased
Norwalk, Ohio(1)		Warehouse Facility			34,000 sq.  ft.				Leased
New Albany, Ohio		Corporate Headquarters			8,000 sq. ft.				Leased
Tacoma, Washington		Injection Molding			25,000 sq.  ft.				Leased
Plain City, Ohio		R&D, Lab			8,000 sq. ft.				Leased
Seneffs (Brussels), Belgium		Seat Assembly			35,000 sq.  ft.				Leased
Brisbane (HQ), Australia		Seat Assembly			50,000 sq.  ft.				Leased
Farmington Hills, Michigan(1)		R&D, Lab			25,000 sq.  ft.				Leased
Sodentalje (Stockholm), Sweden		Seat Assembly			12,000 sq.  ft.				Leased
Dublin, Ohio		Administration			14,000 sq.  ft.				Leased
Naperville, Illinois(2)		Administration			2,550 sq. ft.				Leased
Agua Prieta, Mexico (3 facilities)(2)		Wire Harness Assembly			116,000 sq.  ft.				Leased
Douglas, Arizona(2)		Warehouse Facility			11,700 sq.  ft.				Leased
Monona, Iowa(2)		Wire Harness/ Panel Assembly			62,000 sq.  ft.				Owned
Edgewood, Iowa(2)		Wire Harness/ Assembly			18,000 sq.  ft.				Leased
Spring Green, Wisconsin(2)		Wire Harness/ Panel Assembly			38,000 sq.  ft.				Leased
Livingston, Wisconsin(2)		Wire Harness/ Panel Assembly			22,000 sq.  ft.				Leased
Redgranite, Wisconsin(2)		Wire Harness Engineering Support			2,000 sq. ft.				Leased
Dekalb, Illinois(2)		Cab Assembly			60,000 sq.  ft.				Leased

(1)	This facility or lease was acquired through the Mayflower acquisition as described herein.
(2)	This facility or lease was acquired through the MWC acquisition as described herein.
(3)	This facility is currently dormant.

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Name		Age				Principal Position(s)
Scott D. Rued			48			Chairman and Director
Mervin Dunn			51			President, Chief Executive Officer and Director
Gerald L. Armstrong			43			President – CVG Americas
Gordon Boyd			57			President – CVG International
James F. Williams			58			Vice President of Human Resources
Chad M. Utrup			32			Vice President of Finance and Chief Financial Officer
S.A. Johnson			65			Director
David R. Bovee			55			Director
Eric J. Rosen			44			Director
Richard A. Snell			63			Director

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	•	our Class I directors are Scott D. Rued and David R. Bovee;
	•	our Class II directors are Mervin Dunn and S.A. Johnson; and
	•	our Class III directors are Eric J. Rosen and Richard A. Snell.

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																			Long Term
																			Compensation
			Annual Compensation ($)
																			Stock Option				All Other
Name and Principal Position			Year				Salary				Bonus				Other(1)				Awards (Shares)				Compensation ($)(2)
Mervin Dunn				2004				330,000				297,442				—				476,664				8,000
	President and Chief			2003				314,995				167,872				—				—				4,725
	Executive Officer
Donald P. Lorraine(3)				2004				250,984				164,925	(4)			—				102,133				—
	President – CVG Europe			2003				217,261				90,926				—				—				—
	and Asia
Gerald L. Armstrong				2004				230,000				81,532				—				142,973				6,479
	President – CVG Americas			2003				170,000				31,400				—				—				5,100
James F. Williams				2004				172,000				79,137				—				102,133				4,839
	Vice President of Human			2003				165,007				84,270				—				—				2,475
	Resources
Chad M. Utrup				2004				158,500				75,715				—				151,980				5,717
	Vice President of Finance and			2003				151,008				74,060				—				—				2,265
	Chief Financial Officer

(1)	Pursuant to applicable SEC regulations, perquisites and other personal benefits are omitted because they did not exceed the lesser of either $50,000 or 10% of total annual salary and bonus.
(2)	Consists of matching payments under one of our 401(k) plans.
(3)	Amounts paid to Mr. Lorraine for fiscal 2003 have been translated into United States dollars at a rate of $1.6532 = £1.00, the average exchange rate during the year ended December 31, 2003. Amounts paid to Mr. Lorraine for fiscal 2004 have been translated into United States dollars at a rate of $1.8325 = £1.00, the average exchange rate during the year ended December 31, 2004.
(4)	Consists of $73,300 paid in cash and $91,625 contributed to Mr. Lorraine’s pension plan.

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		Individual Grants
																						Potential Realizable
		Number of				% of Total																Value at Assumed
		Shares of				Options								Fair								Annual Rates of Stock
		Common Stock				Granted to								Market								Price Appreciation for
		Underlying				Employees in				Exercise				Value on								Option Term ($)
		Options				Fiscal Year				Price Per				Date of				Expiration
		Granted(1)				2004				Share ($)				Grant ($)				Date				5%				10%
Mervin Dunn			306,664				20.3				5.54				16.00				4/30/14				1,068,441				2,707,639
			170,000	(1)			11.3				15.84				15.84				10/20/14				1,693,487				4,291,630
Donald P. Lorraine			72,133				4.8				5.54				16.00				4/30/14				251,317				636,886
			30,000	(1)			2.0				15.84				15.84				10/20/14				298,851				757,346
Gerald L. Armstrong			82,973				5.5				5.54				16.00				4/30/14				289,084				732,596
			60,000	(1)			4.0				15.84				15.84				10/20/14				597,701				1,514,693
James F. Williams			72,133				4.8				5.54				16.00				4/30/14				251,317				636,886
			30,000	(1)			2.0				15.84				15.84				10/20/14				298,851				757,346
Chad M. Utrup			91,980				6.1				5.54				16.00				4/30/14				320,465				812,122
			60,000	(1)			4.0				15.84				15.84				10/20/14				597,701				1,514,693

(1)	Options vest in three equal annual installments commencing on the first anniversary of their grant date, October 20, 2004.

										Number of Shares Underlying								Value of Unexercised
										Unexercised Options at								In-The-Money Options at
		Shares								December 31, 2004								December 31, 2004 ($)
		Acquired on				Value
		Exercise				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
Mervin Dunn			—				—				306,664				170,000				4,995,557				1,018,300
Donald P. Lorraine			—				—				72,133				30,000				1,175,047				179,700
Gerald L. Armstrong			—				—				82,973				60,000				1,351,630				359,400
James F. Williams			—				—				72,133				30,000				1,175,047				179,700
Chad M. Utrup			—				—				91,980				60,000				1,498,354				359,400

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			Years of Service at Retirement
Compensation			15				20				25				30				35
$125,000				31,250				41,667				52,083				62,500				72,917
	150,000			37,500				50,000				62,500				75,000				87,500
	175,000			43,750				58,333				72,917				87,500				102,083
	200,000			50,000				66,667				83,333				100,000				116,667
	225,000			56,250				75,000				93,750				112,500				131,250
	250,000			62,500				83,333				104,167				125,000				145,833
	300,000			75,000				100,000				125,000				150,000				175,000
	400,000			100,000				133,333				166,667				200,000				233,333
	450,000			112,500				150,000				187,500				225,000				262,500
	500,000			125,000				166,667				208,333				250,000				291,667

	Equity Incentive Plan

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	Management Stock Option Plan

	Other Outstanding Options

	401(k) Plans

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Name		No. of Shares
Onex and affiliates			2,449,329
J2R Partners II			217,131
Mervin Dunn			3,302
Chad M. Utrup			1,851
James F. Williams			1,321
Daniel F. Moorse			2,121
Scott D. Rued			8,100
Judith A. Vijums			2,700

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Name		No. of Shares
Scott D. Rued			13,647
S.A. Johnson			45,491
Judith A. Vijums			2,843
Daniel F. Moorse			2,843
Hidden Creek			17,062
Onex and affiliates			1,949,550
Baird Capital Partners III L.P. and its affiliates			1,097,519
Norwest Equity Partners VII L.P.			722,074
J2R Partners VI			951,302

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Stockholder			Amount
Onex affiliates			$	20,115,772
Hidden Creek				1,857,728
J2R Partners affiliates				499,555
Baird Capital Partners III L.P. and its affiliates				456,445
Norwest Equity Partners VII L.P.				766,826
	Total		$	23,696,326

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	•	each person or entity known by us to beneficially own five percent or more of a class of our voting common stock;
	•	each director and named executive officer; and
	•	all of our directors and executive officers as a group.

		Shares Beneficially Owned								Shares Beneficially Owned
		Prior to the Offering								After the Offering
5% Stockholders		Number				Percentage				Number				Percentage
Onex American Holdings II LLC and affiliated investors(1)			4,801,576				26.7	%			—				—
Lord, Abbett & Co. LLC(2)			1,519,803				8.4				1,519,803				7.7	%
Baird Capital Partners III L.P. and affiliated investors(3)			1,174,465				6.5				—				—
Cramer Rosenthal McGlynn, LLC(4)			1,139,250				6.3				1,139,250				5.8
Alliance Entities(5)			1,052,908				5.9				1,052,908				5.3
Pequot Capital Management, Inc.(6)			1,000,000				5.6				1,000,000				5.1
Wachovia Corporation(7)			997,447				5.5				997,447				5.0
Named Executive Officers and Directors
Mervin Dunn(8)			309,966				1.7				216,976				1.1
Donald P. Lorraine(9)			72,133				*				50,493				*
Gerald L. Armstrong(10)			82,973				*				58,081				*
James F. Williams(11)			73,454				*				51,418				*
Chad M. Utrup(12)			93,831				*				65,682				*
David R. Bovee			—				—				—				—
S.A. Johnson			128,392				*				78,392				*
Scott D. Rued			86,479				*				86,479				*
Eric J. Rosen(13)			1,298,581				7.2				—				—
Richard A. Snell			—				—				—				—
All directors and executive officers as a group (11 persons)			2,145,809				11.5				607,521				3.1

	*	Denotes less than one percent.

	(1)	Includes 2,679,514 shares held of record by Onex American Holdings II LLC (“Onex AH”), 117,143 shares held of record by Bostrom Executive Investco LLC, 82,155 shares held of record by CVS Executive Investco LLC, 1,252,166 shares held of record by Onex DHC LLC, 319,633 shares held of record by Onex Advisor III LLC, 54,849 shares held of record by Hidden Creek and an aggregate of 296,116 shares held of record by certain employees and related parties of Onex Corporation or one of its subsidiaries (collectively, the “Onex Stockholders”). Onex AH has voting and dispositive power with respect to all of the shares held by the other Onex Stockholders. Onex AH is an indirect wholly owned subsidiary of Onex Corporation. Mr. Gerald W. Schwartz is the indirect holder of all the issued and outstanding Multiple Voting Shares of Onex Corporation, which are entitled to elect 60% of the members of its board of directors and carry such number of votes in

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		the aggregate as represents 60% of the aggregate votes attached to all voting shares of Onex Corporation and is thus an indirect beneficial owner of the shares reported. The address for Onex Corporation and Mr. Schwartz is 161 Bay Street, P.O. Box 700, Toronto, Ontario M5J 2S1 and the address for Onex AH and the other Onex Stockholders is c/o Onex Investment Corp., 712 Fifth Avenue, New York, New York 10019.
	(2)	Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on February 2, 2005. The address for Lord, Abbett & Co. LLC is 90 Hudson Street, Jersey City, New Jersey 07302.
	(3)	Includes 701,153 shares held by Baird Capital Partners III L.P.; 146,247 shares held by Baird Capital Partners II L.P.; 140,241 shares held by BCP III Affiliates Fund L.P.; 100,043 shares held by BCP III Special Affiliates L.P.; and 86,781 shares held by BCP II Affiliates Fund L.P. Each of these investment funds are controlled, either directly or indirectly, by Robert W. Baird & Co. Incorporated, which is the ultimate beneficial owner of such shares held by these investment funds. The address for Robert W. Baird & Co. Incorporated and each of these investment funds is 777 E. Wisconsin Ave., Milwaukee, Wisconsin 53202.
	(4)	Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on January 22, 2005. The address for Cramer Rosenthal McGlynn, LLC is 520 Madison Avenue, New York, New York 10022.
	(5)	Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on February 14, 2005. The Alliance Entities are comprised of AXA Financial, Inc., which is owned by AXA, which in turn is under the group control of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage Assurance Mutuelle. The address for AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Courtage Assurances Mutuelle is 26, rue Drouot, 75009 Paris, France. The address for AXA is 25, avenue Matignon, 75008 Paris, France. The address for AXA Financial, Inc. is 1290 Avenue of the Americas, New York, New York 10104.
	(6)	Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on February 14, 2005. The address for Pequot Capital Management, Inc. is 500 Nyala Farm Road, Westport, Connecticut 06880.
	(7)	Information reported is based on a Schedule 13G as filed with the Securities and Exchange Commission on February 3, 2005. The address for Wachovia Corporation is One Wachovia Center, Charlotte, North Carolina 28288.
	(8)	Includes 306,664 shares issuable upon exercise of currently exercisable options. Mr. Dunn intends to exercise options to purchase 89,688 shares in connection with this offering, and, as a result, will have 216,976 currently exercisable options upon completion of this offering.
	(9)	Includes 72,133 shares issuable upon exercise of currently exercisable options. Mr. Lorraine intends to exercise options to purchase 21,640 shares in connection with this offering, and, as a result, will have 50,493 currently exercisable options upon completion of this offering.

(10)	Includes 82,973 shares issuable upon exercise of currently exercisable options. Mr. Armstrong intends to exercise options to purchase 24,892 shares in connection with this offering, and, as a result, will have 58,081 currently exercisable options upon completion of this offering.
(11)	Includes 72,133 shares issuable upon exercise of currently exercisable options. Mr. Williams intends to exercise options to purchase 20,715 shares in connection with this offering, and, as a result, will have 51,418 currently exercisable options upon completion of this offering.
(12)	Includes 91,980 shares issuable upon exercise of currently exercisable options. Mr. Utrup intends to exercise options to purchase 26,298 shares in connection with this offering, and, as a result, will have 65,682 currently exercisable options upon completion of this offering.
(13)	Includes 19,133 shares held by CVS Partners, LP, 27,282 shares held by Bostrom Partners LP and 1,252,166 shares held by Onex DHC LLC. Mr. Rosen is a limited partner of CVS Partners, LP and Bostrom Partners LP and a member of Onex DHC LLC and may be deemed to beneficially own the shares held of record by these entities. Mr. Rosen disclaims beneficial ownership of any securities in which he does not have a pecuniary interest. The address for Mr. Rosen is c/o MSD Capital, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10022.

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														Shares Beneficially
		Shares Beneficially Owned												Owned After the
		Prior to the Offering												Offering
										Shares Being Sold
Name of Beneficial Owner		Number				Percentage				in the Offering				Number				Percentage
Onex Stockholders:
Onex American Holdings II LLC			2,679,514				14.9	%			2,679,514				—				—
Bostrom Executive Investco LLC			117,143				*				117,143				—				—
CVS Executive Investco LLC			82,155				*				82,155				—				—
Onex DHC LLC			1,252,166				7.0				1,252,166				—				—
Trim Systems Executive Investco LLC			48,642				*				48,642				—				—
Trim Systems Executive Investco II LLC			41,479				*				41,479				—				—
Bostrom Partners LP			27,282				*				27,282				—				—
1170821 Ontario Inc.			19,454				*				19,454				—				—
1170809 Ontario Inc.			16,340				*				16,340				—				—
1170812 Ontario Inc.			27,917				*				27,917				—				—
Kyzalea Company			8,939				*				8,939				—				—
1170819 Ontario Inc.			6,487				*				6,487				—				—
1170698 Ontario Inc.			5,606				*				5,606				—				—
1301449 Ontario Inc.			2,561				*				2,561				—				—
1352536 Ontario Inc.			1,437				*				1,437				—				—
1376653 Ontario Inc.			611				*				611				—				—
1352537 Ontario Inc.			182				*				182				—				—
Tim Duncanson			545				*				545				—				—
3-G Investments Limited			16,357				*				16,357				—				—
Serge Gouin			10,905				*				10,905				—				—
Brian King			1,636				*				1,636				—				—
J.W.E. Mingo			1,091				*				1,091				—				—
Robert Prichard			5,453				*				5,453				—				—
1299039 Ontario Inc.			1,091				*				1,091				—				—
2668921 Manitoba Ltd.			3,272				*				3,272				—				—
Onex Advisor III LLC			319,633				1.8				319,633				—				—
CVS Partners, LP			19,133				*				19,133				—				—
3062601 Nova Scotia Company			24,866				*				24,866				—				—
Hidden Creek Industries			54,849				*				54,849				—				—
AMON Canadian Investments Ltd.			2,484				*				2,484				—				—
MHON Canadian Investments Ltd.			2,346				*				2,346				—				—
Other Selling Stockholders:															—				—
Baird Capital Partners III L.P.			701,153				3.9				701,153				—				—
Baird Capital Partners II L.P.			146,247				*				146,247				—				—
BCP III Affiliates Fund L.P.			140,241				*				140,241				—				—

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														Shares Beneficially
		Shares Beneficially Owned												Owned After the
		Prior to the Offering												Offering
										Shares Being Sold
Name of Beneficial Owner		Number				Percentage				in the Offering				Number				Percentage
BCP III Special Affiliates L.P.			100,043				*				100,043				—				—
BCP II Affiliates Fund L.P.			86,781				*				86,781				—				—
S.A. Johnson			128,392				*				50,000				78,392				*
Mary-Louise R. Johnson Trust			1,565				*				1,565				—				—
Michael Szczepanski			1,069				*				1,069				—				—
John C. Read			5,653				*				4,000				1,653				*
Cleve S. Blunt			3,860				*				3,860				—				—
James Lindsey			49,355	(1)			*				9,242				40,093				*
Frank Lolli			10,808				*				10,808				—				—
Chad M. Utrup			93,831	(2)			*				28,149				65,682				*
Mervin Dunn			309,966	(3)			1.7				92,990				216,976				1.1
James F. Williams			73,454	(4)			*				22,036				51,418				*
Randolph Street Partners II			41,953				*				41,953				—				—
Robert Averitt			75,037	(5)			*				75,037				—				—
Gerald L. Armstrong			82,973	(6)			*				24,892				58,081				*
Donald P. Lorraine			72,133	(7)			*				21,640				50,493				*
Jeffrey Vogel			9,007	(8)			*				3,000				6,007				*
Patrick Turner			7,213	(9)			*				2,164				5,049				*

*	Denotes less than one percent.

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	•	prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
	•	upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or
	•	on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock not owned by the interested stockholder.

	•	any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
	•	the affiliates and associates of any such person.

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	•	1.0% of the number of shares of common stock then outstanding; and
	•	the average weekly trading volume of our common stock during the four calendar weeks before a notice of the sale on Form 144 is filed with the Securities and Exchange Commission.

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	•	the gain is considered effectively connected with the conduct of a trade or business by you within the United States and, where a tax treaty applies, is attributable to a United States permanent establishment of yours (and, in which case, if you are a foreign corporation, you may be subject to an additional branch profits tax equal to 30% or a lower rate as may be specified by an applicable income tax treaty;
	•	you are an individual who holds the common stock as a capital asset and are present in the United States for 183 or more days in the taxable year of the sale or other disposition and other conditions are met; or
	•	we are or become a United States Real Property Holding Corporation (“USRPHC”). We believe that we are not currently, and are not likely not to become, a USRPHC. If we were to become a USRPHC, then gain on the sale or other disposition of common stock by you generally would not be subject to United States federal income tax provided:

	•	the common stock was “regularly traded on an established securities market”; and
	•	you do not actually or constructively own more than 5% of the common stock during the shorter of (i) the five-year period preceding the disposition or (ii) your holding period.

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			Number of
Underwriter			Shares
Credit Suisse First Boston LLC
Robert W. Baird & Co. Incorporated
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
	Total			7,868,446

Per Share

Total

Without

With

Without

With

Over-allotment

Over-allotment

Over-allotment

Over-allotment

Underwriting discounts and commissions paid by us

$

$

$

$

Expenses payable by us

$

$

$

$

Underwriting discounts and commissions paid by selling stockholders

$

$

$

$

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	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
	•	Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may

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		close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.
	•	Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over- allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
	•	Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
	•	In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

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Commercial Vehicle Group, Inc. Consolidated Financial Statements
Unaudited Condensed Financial Statements for the three months ended March 31, 2004 and 2005:
Condensed Consolidated Balance Sheet			F-2
Condensed Consolidated Statements of Operations			F-3
Condensed Consolidated Statements of Cash Flows			F-4
Notes to Unaudited Condensed Consolidated Financial Statements			F-5
Audited Consolidated Financial Statements for the years ended December 31, 2002, 2003 and 2004:
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm			F-14
Consolidated Balance Sheets			F-15
Consolidated Statements of Operations			F-16
Consolidated Statements of Stockholders’ Investment			F-17
Consolidated Statements of Cash Flows			F-18
Notes to Consolidated Financial Statements			F-19
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm			F-37
Schedule II: Valuation and Qualifying Accounts			F-38
Mayflower Vehicle Systems Consolidated Financial Statements
Audited Consolidated Financial Statements for the years ended December 31, 2002, 2003 and 2004
Report of Deloitte & Touche LLP, Independent Auditors			F-39
Report of PricewaterhouseCoopers LLP, Independent Auditors			F-40
Consolidated Balance Sheets			F-41
Consolidated Statements of Operations			F-42
Consolidated Statements of Divisional Equity			F-43
Consolidated Statements of Cash Flows			F-44
Notes to Consolidated Financial Statements			F-45

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					March 31,
					2005
					(Amounts in
					thousands —
					unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	1,527
	Accounts receivable — net of allowance for doubtful accounts of $3,561 and $2,681					102,913
	Inventories					52,129
	Prepaid expenses and other current assets					7,027
	Deferred income taxes					7,038
		Total current assets				170,634
PROPERTY, PLANT AND EQUIPMENT — Net						68,359
GOODWILL						145,100
DEFERRED INCOME TAXES						6,516
OTHER ASSETS — Net						7,301
					$	397,910
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
	Current maturities of long-term debt				$	16,251
	Accounts payable					67,679
	Accrued liabilities					38,719
		Total current liabilities				122,649
LONG-TERM DEBT — Net						137,234
OTHER LONG-TERM LIABILITIES						17,657
			Total liabilities			277,540
COMMITMENTS AND CONTINGENCIES (Notes 4, 8, 9, and 10)
STOCKHOLDERS’ INVESTMENT
	Common stock, $0.01 par value per share; 30,000,000 shares authorized; 17,987,497 shares outstanding					180
	Additional paid-in capital					123,660
	Accumulated deficit					(4,568	)
	Stock subscriptions receivable					(175	)
	Accumulated other comprehensive income					1,273
		Total stockholders’ investment				120,370
					$	397,910

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			Three Months Ended
			March 31,
			2005				2004
			(Amounts in
			thousands, except per
			share amounts —
			unaudited)
REVENUES			$	152,415			$	85,990
COST OF SALES				126,163				70,503
	Gross Profit			26,252				15,487
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				9,549				7,497
AMORTIZATION EXPENSE				24				36
	Operating Income			16,679				7,954
OTHER (INCOME) EXPENSE				(2,881	)			(3,270	)
INTEREST EXPENSE				2,168				2,268
	Income before income taxes			17,392				8,956
PROVISION FOR INCOME TAXES				6,506				3,407
NET INCOME			$	10,886			$	5,549
BASIC EARNINGS PER SHARE			$	0.61			$	0.40
DILUTED EARNINGS PER SHARE			$	0.59			$	0.40

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					Three Months Ended
					March 31,
					2005				2004
					(Amounts in thousands)
					(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	10,886			$	5,549
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				2,762				2,060
		Noncash amortization of debt financing costs				173				138
		Deferred income taxes				1,120				1,307
		Loss on sale of assets				22				42
		Noncash gain on forward exchange contracts				(2,872	)			(3,270	)
		Noncash interest expense on subordinated debt				—				189
		Change in other operating items				(2,033	)			20
			Net cash provided by operating activities			10,058				6,035
CASH FLOWS USED IN INVESTING ACTIVITIES:
	Capital expenditures					(2,883	)			(840	)
	Payment for asset acquisition — Net					(106,358	)			—
			Net cash used in investing activities			(109,241	)			(840	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings under revolving credit facility					27,551				20,509
	Repayments of revolving credit facility					(26,165	)			(20,925	)
	Borrowings under long-term debt					102,458				—
	Repayments of long-term debt					(3,877	)			(7,247	)
	Other — Net					(2	)			(4	)
			Net cash provided by (used in) financing activities			99,965				(7,667	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS						(651	)			80
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						131				(2,392	)
CASH AND CASH EQUIVALENTS — Beginning of period						1,396				3,486
CASH AND CASH EQUIVALENTS — End of period					$	1,527			$	1,094
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for interest				$	2,074			$	1,694
	Cash paid (refunded) for income taxes — Net				$	1,513			$	(62	)

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Purchase price		$	107,500
Working capital and other adjustments			(4,920	)
Transaction costs			3,742
Net assets of Mayflower at historical cost			(47,184	)
Excess of purchase price over net assets acquired		$	59,138

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		Three Months Ended
		March 31,
		2005				2004
		(unaudited)
Revenues		$	176,401			$	128,758
Net income		$	11,403			$	6,945
Basic earnings per share		$	0.63			$	0.50
Diluted earnings per share		$	0.62			$	0.50

		March 31,
		2005
Raw materials		$	33,976
Work in process			10,330
Finished goods			7,823
		$	52,129

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		Three Months Ended
		March 31,
		2005				2004
Net income applicable to common stockholders — basic and diluted		$	10,886			$	5,549
Weighted average number of common shares outstanding			17,987				13,779
Dilutive effect of outstanding stock options and warrants after application of the treasury stock method			309				106
Diluted shares outstanding			18,297				13,885
Basic earnings per share		$	0.61			$	0.40
Diluted earnings per share		$	0.59			$	0.40

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		March 31,
		2005
Revolving credit facilities, bore interest at a weighted average rate of 6.7% as of March 31, 2005		$	5,851
Term loans, with principal and interest payable quarterly, bore interest at a weighted average rate of 6.6% as of March 31, 2005			141,132
Other			6,502
			153,485
Less current maturities			16,251
		$	137,234

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Foreign currency translation adjustment		$	4,171
Minimum pension liability			(2,898	)
		$	1,273

				2005				2004
Net income				$	10,886			$	5,549
Other comprehensive income:
	Foreign currency translation adjustment				(1,057	)			272
	Minimum pension liability adjustment				(505	)			—
		Comprehensive income		$	9,324			$	5,821

Balance — Beginning of period			$	2,408
	Increase due to acquisitions			3,194
	Additional provisions recorded			654
	Deduction for payments made			(458	)
	Currency translation adjustment			(7	)
Balance — End of period			$	5,791

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			March 31, 2005
			Local								U.S. $
			Currency				U.S. $				Equivalent
			Amount				Equivalent				Fair Value
Commitments to sell currencies:
	U.S. dollar		$	—			$	—			$	—
	Eurodollar			48,280				64,442				64,344
	Swedish krona			16,250				2,362				2,319
	Japanese yen			4,150,000				44,639				41,410
	Australian dollar			4,500				3,435				3,458

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		U.S. Pension Plans								U.K. Pension Plans
		Three Months								Three Months
		Ended								Ended
		March 31,								March 31,
		2005				2004				2005				2004
Service cost		$	222			$	352			$	271			$	302
Interest cost			234				394				510				449
Expected return on plan assets			(229	)			(397	)			(529	)			(449	)
Recognized actuarial loss			—				84				96				63
Net periodic benefit cost		$	227			$	433			$	348			$	365

	•	The Company made payments of $0.4 million to Hidden Creek Industries, a private industrial management company that is a partnership controlled by Onex, for financing and acquisition-related services for the three months ended March 31, 2004. These services are included in selling, general and administrative expenses in the consolidated statements of operations. As of March 31, 2005, Onex controlled 26% of the outstanding voting shares of the Company.
	•	In January 2005, the Company entered into an advisory agreement with Hidden Creek Partners LLC. Hidden Creek Partners is a newly formed advisory firm that is controlled by former principals of Hidden Creek Industries but is otherwise not affiliated with Onex or the Company. This advisory agreement replaces the management agreement with Hidden Creek Industries. The services to be provided pursuant to the advisory agreement include assistance with financing activities, strategic initiatives and acquisitions. The Company did not make any payments to Hidden Creek Partners during the three months ended March 31, 2005.
	•	In May 2004, the Company entered in a Product Sourcing Assistance Agreement with Baird Asia Limited. Pursuant to the agreement, Baird Asia Limited will assist us in procuring materials and parts from Asia. For the three months ended March 31, 2005, the Company made payment of approximately $676,000 to Baird Asia Limited under this agreement. Of this amount, approximately $60,000 was retained by Baird Asia Limited as its commission under the Product Sourcing Assistance Agreement.

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F-13

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F-14

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					2003				2004
					(In thousands)
					(except share amounts)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	3,486			$	1,396
	Accounts receivable, net of reserve for doubtful accounts of $2,530 and $2,681, respectively					40,211				46,267
	Inventories					29,667				36,936
	Prepaid expenses and other current assets					3,754				6,081
	Deferred income taxes					5,995				8,201
		Total current assets				83,113				98,881
PROPERTY, PLANT AND EQUIPMENT:
	Land and buildings					15,075				12,949
	Machinery and equipment					56,697				64,205
	Construction in progress					1,462				3,764
	Less accumulated depreciation					(39,742	)			(47,953	)
			Property, plant and equipment — net			33,492				32,965
GOODWILL						82,872				84,715
DEFERRED INCOME TAXES						9,011				5,901
OTHER ASSETS, net of accumulated amortization of $1,098 and $328, respectively						2,007				3,176
					$	210,495			$	225,638
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
	Current maturities of long-term debt				$	15,231			$	4,884
	Accounts payable					23,310				33,846
	Accrued liabilities					16,356				18,424
		Total current liabilities				54,897				57,154
LONG-TERM DEBT, net of current maturities						101,204				49,041
SUBORDINATED DEBT DUE TO RELATED PARTIES						11,039				—
OTHER LONG-TERM LIABILITIES						8,549				8,397
		Total liabilities				175,689				114,592
COMMITMENTS AND CONTINGENCIES (Notes 4, 8, 10, 11, and 12) STOCKHOLDERS’ INVESTMENT:
	Common stock $.01 par value; 30,000,000 shares authorized; 17,987,497 shares issued and outstanding					138				180
	Additional paid-in capital					76,803				123,660
	Retained earnings (accumulated deficit)					(43,028	)			(15,454	)
	Stock subscription receivable					(430	)			(175	)
	Accumulated other comprehensive income					1,323				2,835
		Total stockholders’ investment				34,806				111,046
					$	210,495			$	225,638

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				2002				2003				2004
				(In thousands)
REVENUES				$	298,678			$	287,579			$	380,445
COST OF SALES					249,181				237,884				309,696
		Gross profit			49,497				49,695				70,749
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES					23,952				24,281				28,985
NONCASH OPTION ISSUANCE CHARGE					—				—				10,125
AMORTIZATION EXPENSE					122				185				107
		Operating income			25,423				25,229				31,532
(GAIN) LOSS ON FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS					1,098				3,230				(1,247	)
INTEREST EXPENSE					12,940				9,796				7,244
LOSS ON EARLY EXTINGUISHMENT OF DEBT					—				2,972				1,605
		Income before provision for income taxes and cumulative effect of change in accounting			11,385				9,231				23,930
PROVISION FOR INCOME TAXES					5,235				5,267				6,481
		Income before cumulative effect of change in accounting			6,150				3,964				17,449
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING					(51,630	)			—				—
NET INCOME (LOSS)				$	(45,480	)		$	3,964			$	17,449
BASIC EARNINGS (LOSS) PER SHARE:
	Net income before cumulative effect of change in accounting			$	0.45			$	0.29			$	1.13
	Cumulative effect of change in accounting				(3.74	)			—				—
	Net income (loss)			$	(3.29	)		$	0.29			$	1.13
DILUTED EARNINGS (LOSS) PER SHARE:
	Net income before cumulative effect of change in accounting			$	0.44			$	0.29			$	1.12
	Cumulative effect of change in accounting				(3.70	)			—				—
	Net income (loss)			$	(3.26	)		$	0.29			$	1.12

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																									Accumulated
																					Retained				Other
					Common Stock								Stock				Additional				Earnings				Comprehensive
													Subscription				Paid-In				(Accumulated				Income
					Shares				Amount				Receivable				Capital				Deficit)				(Loss)				Total
					(In thousands, except share data)
BALANCE — December 31, 2001						13,843,286			$	138			$	(691	)		$	77,010			$	(1,512	)		$	(2,032	)		$	72,913
	Repurchase of common stock — net					(64,687	)			—				261				(207	)			—				—				54
	Net loss					—				—				—				—				(45,480	)			—				—
	Other comprehensive income (loss):
		Currency translation adjustment				—				—				—				—				—				1,272				—
		Fair value of derivative instruments				—				—				—				—				—				584				—
		Additional minimum pension liability				—				—				—				—				—				(2,318	)			—
			Total comprehensive loss																											(45,942	)
BALANCE — December 31, 2002						13,778,599				138				(430	)			76,803				(46,992	)			(2,494	)			27,025
	Net income					—				—				—				—				3,964				—				—
	Other comprehensive income:
		Currency translation adjustment				—				—				—				—				—				2,819				—
		Fair value of derivative instruments				—				—				—				—				—				529				—
		Additional minimum pension liability				—				—				—				—				—				469				—
			Total comprehensive income																											7,781
BALANCE — December 31, 2003						13,778,599				138				(430	)			76,803				(43,028	)			1,323				34,806
	Net income					—				—				—				—				17,449				—				—
	Issuance of common stock					4,259,772				42				—				46,857				—				—				46,899
	Repurchase of common stock					(50,874	)			—				255				—				—				—				255
	Stock options issued					—				—				—				—				10,125				—				10,125
	Other comprehensive income:
		Currency translation adjustment				—				—				—				—				—				2,056				—
		Additional minimum pension liability				—				—				—				—				—				(544	)			—
			Total comprehensive income																											18,961
BALANCE — December 31, 2004						17,987,497			$	180			$	(175	)		$	123,660			$	(15,454	)		$	2,835			$	111,046

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						2002				2003				2004
						(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)					$	(45,480	)		$	3,964			$	17,449
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Depreciation and amortization					8,682				8,106				7,567
		Noncash amortization of debt financing costs					647				498				522
		Noncash option issuance charge					—				—				10,125
		Loss on early extinguishment of debt					—				2,151				1,031
		Deferred income tax provision					4,267				1,299				1,340
		Noncash (gain) loss on forward exchange contracts					1,098				3,230				(1,291	)
		Cumulative effect of change in accounting					51,630				—				—
		Noncash interest expense on subordinated debt					525				756				481
		Change in other operating items:
			Accounts receivable				205				(9,215	)			(4,744	)
			Inventories				(144	)			1,205				(6,243	)
			Prepaid expenses and other current assets				1,417				185				(2,360	)
			Accounts payable and accrued liabilities				(2,993	)			(5,278	)			11,383
			Other assets and liabilities				(1,682	)			3,541				(1,083	)
				Net cash provided by operating activities			18,172				10,442				34,177
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures						(4,937	)			(5,967	)			(8,907	)
				Net cash used in investing activities			(4,937	)			(5,967	)			(8,907	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuance of common stock — net						54				—				47,105
	Repayment of revolving credit facility						(84,093	)			(75,308	)			(80,575	)
	Borrowings under revolving credit facility						80,665				79,335				58,092
	Long-term borrowings						469				—				66,061
	Repayments of long-term borrowings						(14,347	)			(6,768	)			(116,031	)
	Proceeds from issuance (repayment) of subordinated debt						2,500				—				(3,112	)
	Payments on capital leases						(73	)			(20	)			(15	)
	Debt issuance costs and other — net						—				—				48
				Net cash used in financing activities			(14,825	)			(2,761	)			(28,427	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS							82				135				1,067
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS							(1,508	)			1,849				(2,090	)
CASH AND CASH EQUIVALENTS:
	Beginning of year						3,145				1,637				3,486
	End of year					$	1,637			$	3,486			$	1,396
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for interest					$	11,121			$	8,533			$	7,564
	Cash paid for income taxes — net					$	119			$	157			$	2,767

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1.	Organization and Background

2.	Significant Accounting Policies

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		2003				2004
Raw materials		$	21,664			$	27,645
Work in process			1,781				2,111
Finished goods			6,222				7,180
		$	29,667			$	36,936

Buildings and improvements			15 to 40  years
Machinery and equipment			3 to 20 years
Tools and dies			5 years
Computer hardware and software			3 years

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			North				All Other
			America				Countries				Total
Balance — December 31, 2002			$	60,294			$	20,330			$	80,624
	Currency translation adjustment			—				2,248				2,248
Balance — December 31, 2003				60,294				22,578				82,872
	Currency translation adjustment			—				1,843				1,843
Balance — December 31, 2004			$	60,294			$	24,421			$	84,715

		2003				2004
Pension liability		$	3,609			$	4,662
Facility closure and consolidation costs			932				423
Forward contracts			815				—
Postretirement medical benefit plan			620				538
Loss contracts			473				75
Other			2,100				2,699
		$	8,549			$	8,397

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			2003				2004
Balance — Beginning of the year			$	2,600			$	1,999
	Additional provisions recorded			863				1,813
	Deduction for payments made			(1,420	)			(1,433	)
	Currency translation adjustment			(44	)			29
Balance — End of year			$	1,999			$	2,408

		2003				2004
Foreign currency translation adjustment		$	3,172			$	5,228
Minimum pension liability			(1,849	)			(2,393	)
		$	1,323			$	2,835

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			December 31, 2004
			Local Currency								U.S. $ Equivalent
			Amount				U.S. $ Equivalent				Fair Value
Commitments to buy (sell) currencies:
	U.S. dollar			(192	)		$	(192	)		$	(192	)
	Eurodollar			54,910				74,543				76,617
	Swedish krona			21,250				3,141				3,232
	Japanese yen			3,875,000				42,708				40,087
	Australian dollar			4,250				3,316				3,295

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3.	Accrued Liabilities

		2003				2004
Compensation and benefits		$	7,121			$	8,041
Warranty costs			1,999				2,408
Product liability			721				340
Interest			1,341				202
Income and other taxes			521				2,215
Facility closure and consolidation costs			475				278
Freight			254				412
Loss contracts			1,010				486
Other			2,914				4,042
		$	16,356			$	18,424

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4.	Stockholders’ Investment

		2002				2003				2004
Net income (loss) applicable to common stockholders — basic and diluted		$	(45,480	)		$	3,964			$	17,449
Weighted average number of common shares outstanding			13,827				13,779				15,429
Dilutive effect of outstanding stock options after application of the treasury stock method			104				104				194
Dilutive shares outstanding			13,931				13,883				15,623
Basic earnings (loss) per share		$	(3.29	)		$	0.29			$	1.13
Diluted earning (loss) per share		$	(3.26	)		$	0.29			$	1.12

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5.	Restructuring and Integration

							Facility Exit
			Employee				and Other
			Costs				Contractual Costs				Total
Balance — December 31, 2002			$	98			$	1,177			$	1,275
	Usage/cash payments			(98	)			(390	)			(488	)
Balance — December 31, 2003				—				787				787
	Usage/cash payments			—				(509	)			(509	)
Balance — December 31, 2004			$	—			$	278			$	278

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							Facility Exit
			Employee				and Other
			Costs				Contractual Costs				Total
Balance — December 31, 2002			$	10			$	680			$	690
	Usage/cash payments			(10	)			(60	)			(70	)
Balance — December 31, 2003				—				620				620
	Usage/cash payments			—				(197	)			(197	)
Balance — December 31, 2004			$	—			$	423			$	423

6.	Debt

		2003				2004
Revolving credit facilities, bore interest at a weighted average rate of 5.9% as of December 31, 2003 and 7.0% as of December 31, 2004		$	26,530			$	4,566
Term loans, with principal and interest payable quarterly, bore interest at a weighted average rate of 5.2% as of December 31, 2003 and 6.5% as of December 31, 2004			80,195				42,857
Sterling loan notes			3,193				—
Other			6,517				6,502
			116,435				53,925
Less current maturities			15,231				4,884
		$	101,204			$	49,041

Year Ending December 31
2005		$	4,884
2006			12,226
2007			7,094
2008			8,504
2009			14,081
Thereafter			7,136

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7.	Subordinated Debt

8.	Income Taxes

			2002				2003				2004
Domestic			$	7,795			$	3,966			$	17,996
Foreign				3,590				5,265				5,934
	Total		$	11,385			$	9,231			$	23,930

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			2002				2003				2004
Federal provision at statutory rate			$	3,871			$	3,139			$	8,136
U.S. tax on foreign income				—				1,411				779
Foreign provision in excess (less) than U.S. tax rate				403				563				(20	)
State taxes, net of federal benefit				899				304				1,087
Other				62				(150	)			307
Valuation allowance				—				—				(3,808	)
	Provision for income taxes		$	5,235			$	5,267			$	6,481

			2002				2003				2004
Current			$	968			$	3,968			$	5,141
Deferred				4,267				1,299				1,340
	Provision for income taxes		$	5,235			$	5,267			$	6,481

				2003				2004
Current deferred tax assets:
		Accounts receivable		$	435			$	457
		Inventory			1,716				1,731
		Warranty costs			1,152				677
		Foreign exchange contracts			277				439
		Stock options			—				3,442
		Other accruals not currently deductible for tax purposes			2,415				1,455
	Net current deferred assets			$	5,995			$	8,201
	Noncurrent deferred tax assets:
		Amortization lives and methods		$	1,306			$	(1,837	)
		Pension obligation			1,655				1,906
		Net operating loss carryforwards			4,834				3,730
		Original issue discount			4,095				—
		Valuation allowance			(3,808	)			—
		Foreign tax credit carryforwards			700				1,694
		Other accruals not currently deductible for tax purposes			229				408
	Net noncurrent deferred tax assets			$	9,011			$	5,901

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9.	Segment Reporting

		Years Ended December 31,
		2002								2002								2002
						Long-lived								Long-lived								Long-lived
		Revenues				Assets				Revenues				Assets				Revenues				Assets
North America		$	229,706			$	31,977			$	201,132			$	28,787			$	272,460			$	26,918
All other countries			68,972				3,047				86,447				4,705				107,985				6,047
		$	298,678			$	35,024			$	287,579			$	33,492			$	380,445			$	32,965

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			Years Ended December 31,
			2002				2003				2004
Seats and seating systems			$	136,632			$	148,916			$	202,469
Trim systems and components				96,000				76,864				106,172
Mirrors, wipers and controls				66,046				61,799				71,804
	Revenues from external customers		$	298,678			$	287,579			$	380,445

10.	Major Customers

		Years Ended
		December 31,
		2002				2003				2004
PACCAR			26	%			26	%			28	%
Freightliner			22				18				17
International			8				8				9
Volvo/ Mack			7				4				6
Caterpillar			4				6				5

11.	Commitments and Contingencies

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Year Ending December 31
2005		$	5,082
2006			3,910
2007			3,230
2008			2,939
2009			1,785
Thereafter			534

12.	Defined Benefit Plan and Postretirement Benefits

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				2003								2004
								Post-								Post-
				Pension Plan				Retirement				Pension Plan				Retirement
				in Which				Benefits				in Which				Benefits
				Accumulated				Other				Accumulated				Other
				Benefits				Than				Benefits				Than
				Exceed Assets				Pensions				Exceed Assets				Pensions
Change in benefit obligation:
	Benefit obligation — Beginning of year			$	24,348			$	847			$	29,897			$	834
	Service cost				1,134				—				1,213				—
	Interest cost				1,640				48				1,879				39
	Plan participants’ contributions				463				—				514				—
	Actuarial (gain) loss				456				(14	)			2,628				(128	)
	Benefits paid				(1,015	)			(47	)			(996	)			(58	)
	Exchange rate changes				2,871				—				2,441				—
		Benefit obligation at end of year			29,897				834				37,576				687
Change in plan assets:
	Fair value of plan assets — Beginning of year				17,147				—				22,841				—
	Actual return on plan assets				3,172				—				2,973				—
	Employer contributions				1,177				—				1,200				58
	Plan participants’ contributions				463				—				514				—
	Benefits paid				(1,015	)			—				(996	)			(58	)
	Exchange rate changes				1,897				—				1,865				—
		Fair value of plan assets at end of year			22,841				—				28,397				0
	Funded status				(7,056	)			(834	)			(9,179	)			(687	)
	Unrecognized actuarial loss				6,617				214				8,407				86
	Adjustment to recognize minimum liability				(3,170	)			—				(3,890	)			—
Accrued benefit cost				$	(3,609	)		$	(620	)		$	(4,662	)		$	(601	)

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		2003								2004
						Post-								Post-
						retirement								retirement
						Benefits								Benefits
		Pension				Other Than				Pension				Other Than
		Benefits				Pensions				Benefits				Pensions
Discount rate			5.75	%			6.00	%			5.50	%			5.75	%
Expected return on plan assets			7.50				N/A				7.50				N/A
Rate of compensation increase			3.00				N/A				3.20				N/A

														Postretirement
														Benefits
		Pension Benefits												Other Than Pensions
		2002				2003				2004				2002				2003				2004
Service cost		$	1,048			$	1,134			$	1,213			$	—			$	—			$	—
Interest cost			1,465				1,640				1,879				46				48				39
Expected return on plan assets			(1,548	)			(1,451	)			(1,879	)			—				—				—
Recognized actuarial loss			115				385				285				—				—				—
Net periodic benefit cost		$	1,080			$	1,708				1,498			$	46			$	48			$	39

		Pension Benefits
		2003				2004
Equity securities			51	%			52	%
Debt securities			26				25
Other			23				23

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Year		Pension				Post-Retirement
2005		$	570			$	64
2006			691				67
2007			770				69
2008			840				70
2009			974				70
Thereafter			7,125				283

13.	Related Party Transactions

	•	The Company made payments of $1.0 million, $1.6 million and $1.1 million to Hidden Creek Industries, an affiliate of the Company, for financing and acquisition-related services in 2002, 2003 and 2004, respectively. These services are included in selling, general and administrative expenses in the consolidated statements of operations.
	•	During the year ended December 31, 2002, the Company recognized revenues of approximately $1.8 million for the sale of design services to ASC, an affiliate of the Company.
	•	In 2001, Onex acquired a one-third interest in the Company’s $66.0 million senior credit facility. Total interest expense related to the portion of this senior credit facility owned by Onex was approximately $1.0 million, $0.9 million and $0.5 million for the years ended December 31, 2002, 2003 and 2004, respectively. This debt plus accrued interest was repaid on August 10, 2004 in conjunction with the Company’s initial public offering and the Company’s new $105 million senior credit facility.

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																		Basic				Diluted
														Net				Earnings				Earnings
						Gross				Operating				Income				(Loss)				(Loss) Per
		Revenues				Profit				Income				(Loss)				Per Share				Share(a)
2003:
First		$	66,383			$	10,155			$	4,149			$	(1,699	)		$	(0.12	)		$	(0.12	)
Second			71,408				12,151				6,302				1,521				0.11				0.11
Third			71,707				13,081				7,277				2,734				0.20				0.20
Fourth			78,081				14,307				7,500				1,407				0.10				0.10
2004:
First		$	85,990			$	15,487			$	7,954			$	5,549			$	0.40			$	0.40
Second			94,491				16,855				(164	)			(877	)			(0.06	)			(0.06	)(b)
Third			98,713				18,229				11,289				6,846				0.42				0.42
Fourth			101,252				20,178				12,453				5,931				0.33				0.32

(b)	Includes $10,125 noncash compensation charge related to modification of vesting of options issued in May 2004.

15.	Subsequent Events

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		2002				2003				2004
Balance — Beginning of the year		$	4,103			$	2,309			$	2,530
Provisions			(497	)			1,529				2,448
Utilizations			(1,454	)			(1,424	)			(2,390	)
Currency translation adjustment			157				116				93
Balance — End of the year		$	2,309			$	2,530			$	2,681

		2002				2003				2004
Balance — Beginning of the year		$	1,868			$	690			$	620
Provisions			—				—
Utilizations			(1,178	)			(70	)			(197	)
Balance — End of the year		$	690			$	620			$	423

		2002				2003				2004
Balance — Beginning of the year		$	2,197			$	1,275			$	787
Provisions			—				—				—
Utilizations			(922	)			(488	)			(509	)
Balance — End of the year		$	1,275			$	787			$	278

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				2004				2003
				(In thousands)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	12,675			$	5,184
	Accounts receivable — net of reserve for doubtful accounts of $739 and $274, respectively				31,382				20,474
	Inventories				9,732				6,932
	Tooling				1,776				1,829
	Deferred income taxes				6,971				5,680
	Other current assets				2,368				1,728
		Total current assets			64,904				41,827
PROPERTY, PLANT AND EQUIPMENT
	Land and buildings				26,607				26,300
	Machinery and equipment				45,220				42,416
	Furniture & fixtures				931				2,142
	Computer equipment/software				7,513				6,814
	Construction in progress				651				1,160
	Less accumulated depreciation				(44,768	)			(40,273	)
		Property, plant and equipment — net			36,154				38,559
OTHER ASSETS					437				421
				$	101,495			$	80,807
LIABILITIES AND DIVISIONAL EQUITY
CURRENT LIABILITIES:
	Accounts payable			$	17,447			$	15,045
	Accrued liabilities				23,348				16,120
		Total current liabilities			40,795				31,165
OTHER LONG-TERM LIABILITIES
	Pension				7,769				6,666
	Retiree medical				3,968				4,119
	Deferred income taxes				1,779				1,331
		Total other long-term liabilities			13,516				12,116
		Total liabilities			54,311				43,281
COMMITMENTS AND CONTINGENCIES (Notes 7 and 8)
DIVISIONAL EQUITY:
	Divisional equity				49,976				39,944
	Other comprehensive loss				(2,792	)			(2,418	)
		Total divisional equity			47,184				37,526
				$	101,495			$	80,807

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			2004				2003				2002
			(In thousands)
REVENUES			$	206,457			$	136,133			$	102,433
COST OF SALES				181,209				127,735				101,756
	Gross profit			25,248				8,398				677
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				3,659				3,034				3,782
	Operating income (loss)			21,589				5,364				(3,105	)
INTEREST INCOME				170				100				149
OTHER (EXPENSE) INCOME				(765	)			1,715				171
ROYALTY AND MANAGEMENT FEES				—				(3,776	)			(2,784	)
	Income (loss) before provision (benefit) for income taxes			20,994				3,403				(5,569	)
PROVISION (BENEFIT) FOR INCOME TAXES				7,865				1,338				(1,921	)
NET INCOME (LOSS)			$	13,129			$	2,065			$	(3,648	)

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				Divisional				Accumulated Other
				Equity				Comprehensive Loss				Total
				(In thousands)
BALANCE — December 31, 2001				$	65,356			$	(393	)		$	64,963
	Net loss				(3,648	)			—				—
	Additional minimum pension liability				—				(2,332	)			—
		Total comprehensive loss											(5,980	)
	Advances to related parties (Note 4)				(11,106	)			—				(11,106	)
BALANCE—December 31, 2002					50,602				(2,725	)			47,877
	Net income				2,065				—				—
	Additional minimum pension liability				—				307				—
		Total comprehensive income											2,372
	Advances to related parties (Note 4)				(12,723	)			—				(12,723	)
BALANCE—December 31, 2003					39,944				(2,418	)			37,526
	Net income				13,129				—				—
	Additional minimum pension liability				—				(374	)			—
		Total comprehensive income											12,755
	Advances to related parties (Note 4)				(3,097	)			—				(3,097	)
BALANCE — December 31, 2004				$	49,976			$	(2,792	)		$	47,184

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					2004				2003				2002
					(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)				$	13,129			$	2,065			$	(3,648	)
	Depreciation and amortization					4,927				5,171				5,017
	Loss (gain) on sale of assets					21				135				(638	)
	Deferred taxes					(843	)			(124	)			(3,265	)
	Pension asset					(16	)			52				11
Change in other operating items:
		Receivables				(10,908	)			(5,965	)			254
		Inventories				(2,800	)			2,398				(52	)
		Accounts payable				2,402				8,817				(298	)
		Accrued liabilities				7,229				4,125				720
		Other				(9	)			(1,953	)			2,053
			Net cash provided by operating activities			13,132				14,721				154
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment					(2,634	)			(1,748	)			(1,452	)
	Other					90				705				1,624
			Net cash provided by (used) in investing activities			(2,544	)			(1,043	)			172
CASH FLOWS FROM FINANCING ACTIVITIES:
	Advances to related parties (Note 4)					(3,097	)			(12,723	)			(11,106	)
	Collections on intercompany receivable					—				3,784				4,215
			Net cash used in financing activities			(3,097	)			(8,939	)			(6,891	)
	Net increase (decrease) in cash and cash equivalents					7,491				4,739				(6,565	)
	Cash and cash equivalents — beginning of year					5,184				445				7,010
	Cash and cash equivalents — end of year				$	12,675			$	5,184			$	445
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for income taxes				$	146			$	112			$	62

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1.	Organization and Background

2.	Significant Accounting Policies

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		2004				2003
Raw materials		$	4,709			$	2,597
Work in process			5,183				4,650
Finished goods			340				528
Less: Inventory reserves			(500	)			(843	)
		$	9,732			$	6,932

Buildings and Improvements			12 to 40 years
Machinery and Equipment			3 to 20 years
Furniture and Fixtures			3 to 5 years
Computer Equipment/Software			3 to 8 years

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			2004				2003
Balance — Beginning of the year			$	3,917			$	2,916
	Additional provisions recorded			1,594				1,986
	Deduction for payments made			(742	)			(985	)
Balance — End of year			$	4,769			$	3,917

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3.	Accrued Liabilities

		2004				2003
Payroll Accruals		$	1,143			$	868
Health Insurance			761				889
Workers’ Compensation			1,020				939
Warranty Reserve			4,769				3,917
Income Taxes			10,031				1,459
Royalty and Management Fees to Mayflower plc			—				3,776
Other			5,624				4,272
		$	23,348			$	16,120

4.	Related Party Transactions

5.	Income Taxes

		2004				2003				2002
Federal provision at statutory rate		$	7,348			$	1,157			$	(1,893	)
State taxes, net of federal benefits			501				167				(43	)
Other			16				14				15
Provision (benefit) for income taxes		$	7,865			$	1,338			$	(1,921	)

		2004				2003				2002
Current		$	8,482			$	1,640			$	(10	)
Deferred			(617	)			(302	)			(1,911	)
Provision (benefit) for income taxes		$	7,865			$	1,338			$	(1,921	)

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			2004				2003
Current deferred tax assets:
	Accounts receivable		$	228			$	68
	Inventory			187				169
	Warranty costs			1,548				1,289
	Other accruals not currently deductible for tax purposes			5,008				4,154
Net current deferred assets			$	6,971			$	5,680
Noncurrent deferred tax liabilities:
	Amortization lives and methods		$	(4,594	)		$	(3,782	)
	Pension obligations			2,815				2,451
Net noncurrent deferred tax liabilities			$	(1,779	)		$	(1,331	)

6.	Major Customers

		2004				2003				2002
International			42.4	%			30.6	%			5.5	%
Freightliner			15.2				18.1				23.6
Mack			24.6				27.6				40.9
Ford			7.4				12.1				—

7.	Commitments and Contingencies

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Year Ending December 31
2005		$	614
2006			325
2007			175
2008			172
2009			114

8.	Defined Benefit Plan and Postretirement Benefits

			2004				2003
Defined Benefit Plans:
	Prepaid		$	426			$	530
	Pension Asset			437				421
	Liability			(7,769	)			(6,666	)
Post Retirement Benefit Plan — Liability			$	(3,968	)		$	(4,119	)

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				Pension Plans
				2004				2003
Change in benefit obligation:
	Benefit obligation beginning of year			$	26,500			$	25,515
	Service costs				1,407				1,348
	Interest				1,577				1,465
	Plan amendments				352				—
	Curtailments				(728	)			—
	Benefits paid				(874	)			(827	)
	Actuarial (gain)/ loss				1,131				(1,001	)
		Projected benefit obligation at end of year		$	29,365			$	26,500
Change in plan assets:
	Fair value of plan assets at beginning of year			$	17,572			$	13,322
	Actual return on plan assets				1,355				2,167
	Employer contributions				927				2,962
	Benefits paid				(874	)			(827	)
	Administrative expenses				(80	)			(52	)
		Fair value of plan assets at end of year		$	18,900			$	17,572
Reconciliation of funded status:
	Projected benefit obligation			$	29,365			$	26,500
	Fair value of plan assets funded status				18,900				17,572
	Funded status			$	(10,465	)		$	(8,928	)
	Unrecognized prior service cost				429				487
	Unrecognized net (gain)/ loss				6,990				6,201
(Accrued pension liability)/ prepaid before minimum liability recognition				$	(3,046	)		$	(2,240	)
	Less: accrued pension liability related to South Charleston				559				345
Adjustments required to recognize minimum liability:
	Intangible asset				(437	)			(421	)
	Accumulated other comprehensive loss				(4,419	)			(3,820	)
(Accrued pension liability)/ prepaid pension cost after minimum liability recognition				$	(7,343	)		$	(6,136	)

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				2004				2003				2002
Net periodic benefit cost:
	Service cost			$	1,407			$	1,348			$	1,242
	Interest cost				1,577				1,465				1,543
	Expected return on plan assets				(1,587	)			(1,320	)			(1,128	)
	Amortization of prior service cost				77				52				53
	Amortization gain				258				252				120
		Net periodic benefit cost		$	1,732			$	1,797			$	1,830

Year
2005		$	935
2006			1,000
2007			1,081
2008			1,165
2009			1,282
Thereafter			9,333

		2004				2003
Discount rate			6.0	%			6.5	%
Expected return on plan assets			9.0	%			9.0	%
Rate of compensation increase			3.5	%			3.5	%

			2004				2003
Fixed income				40	%			45	%
Equities				60	%			55	%
	Total			100	%			100	%

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				Retiree Medical
				2004				2003
Change in benefit obligation:
	Benefit obligation beginning of year			$	5,383			$	6,756
	Experience (gain)/ loss				59				(2,080	)
	Change in actuarial assumptions				227				332
	Benefit accumulation				567				612
	Paid claims				(660	)			(237	)
	Plan settlement or curtailment (South Charleston)				(1,042	)			—
		Benefit obligation end of year		$	4,534			$	5,383
Financial statement disclosure:
	Unfunded accumulated benefit obligation			$	4,534			$	5,383
	Unrecognized prior service (cost) benefit				88				(136	)
	Unrecognized net loss				(654	)			(122	)
	Accrued postretirement cost				3,968				5,125
	Less: amount related to South Charleston				—				(1,006	)
				$	3,968			$	4,119
Reconciliation of accrued cost:
	Accrued cost beginning of year			$	5,126			$	4,770
	Net periodic postretirement benefit cost for period				544				592
	Actual net employers paid claims				(660	)			(237	)
	Plan settlement or curtailment (South Charleston)				(1,042	)			—
Accrued costs end of period				$	3,968			$	5,125
Discount rate					5.7	%			6.0	%

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				2004				2003				2002
Net periodic benefit cost:
	Service cost			$	287			$	330			$	391
	Interest cost				281				282				386
	Net amortization				(24	)			(20	)			66
		Net periodic benefit cost		$	544			$	592			$	843

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Securities and Exchange Commission registration fee			$	20,263
NASD filing fee				17,745
Blue sky fees and expenses (including attorneys’ fees and expenses)				10,000
Printing expenses				180,000
Accounting fees and expenses				300,000
Transfer agents fees and expenses				10,000
Legal fees and expenses				450,000
Miscellaneous expenses				11,992
	Total		$	1,000,000

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II-2

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	Schedule II: Valuation and Qualifying Accounts

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	COMMERCIAL VEHICLE GROUP, INC.

	By:	/s/ Mervin Dunn

	Name: MERVIN DUNN

	Title:	President and Chief

	Executive Officer

Signature		Title
*   Scott D. Rued		Chairman and Director
/s/ Mervin Dunn   Mervin Dunn		President, Chief Executive Officer (Principal Executive Officer) and Director
/s/ Chad M. Utrup   Chad M. Utrup		Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
*   S.A. Johnson		Director
*   Eric J. Rosen		Director
*   David R. Bovee		Director
*   Richard A. Snell		Director

*	The undersigned by signing his name hereto, does sign and execute this Amendment No. 1 to the Registration Statement on Form S-1 pursuant to the power of attorney executed by the above-named officers and directors of Commercial Vehicle Group, Inc. and previously filed with the Securities and Exchange Commission.

By: /s/ Mervin Dunn   Mervin Dunn, Attorney-in-Fact

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Exhibit
No.				Description
	1	.1*		Form of Underwriting Agreement.
	2	.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).
	3	.1		Amended and Restated Certificate of Incorporation of Commercial Vehicle Group, Inc. (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
	3	.2		Amended and Restated By-laws of Commercial Vehicle Group, Inc. (incorporated by reference to the Company’s quarterly report on Form  10-Q (File No. 000-50890), filed on September 17, 2004).
	4	.1		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).
	4	.2		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).
	4	.3		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).
	4	.4		Form of Certificate of Common Stock of Commercial Vehicle Group, Inc. (incorporated by reference to the Company’s registration statement on Form S-1 (File No 333-15708), filed on May 21, 2004).
	5	.1**		Opinion of Kirkland & Ellis LLP.
	10	.1		Amended and Restated Credit Agreement, dated as of March 28, 2003, by and among Commercial Vehicle Systems Limited, KAB Seating Limited, National Seating Company, Commercial Vehicle Systems, Inc., CVS Holdings, Inc., Bostrom Holding, Inc., the several financial institutions from time to time party to this agreement (the “Lenders”), Fleet National Bank, as an Issuer and Bank of America, N.A., as administrative agent for the Lenders, Collateral Agent, Swing Line Lender and an Issuer (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.2		Revolving Credit and Term Loan Agreement, dated as of October 29, 1998, by and among Trim Systems Operating Corp, Tempress, Inc., Trim Systems, LLC, the financial institutions from time to time signatory thereto (the “Banks”) and Comerica Bank, as agent for the Banks (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.3		Amendment No. 1 to Revolving Credit and Term Loan Agreement, dated as of December 31, 1998, by and among the lenders signatory thereto, Comerica Bank as agent for the Banks, Trim Systems Operating Corp., Tempress, Inc. and Trim Systems LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.4		Amendment No. 2 to Revolving Credit and Term Loan Agreement and Waiver, dated as of November 22, 1999, by and among U.S. Bank National Association, as co-agent, Bank One, N.A., as co-agent, Comerica Bank as agent for the Banks, Trim Systems Operating Corp., Tempress, Inc. and Trim Systems LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).

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Exhibit
No.				Description
	10	.5		Amendment No. 3 to Revolving Credit and Term Loan Agreement and Waiver, dated as of June 28, 2001, by and among the lenders signatory thereto, Comerica Bank as agent for the Banks, Trim Systems Operating Corp., Tempress, Inc. and Trim Systems LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.6		Assignment and Waiver Agreement, dated as of June 28, 2001, by and among Trim Systems Operating Corp, Tempress, Inc., Trim Systems, LLC, U.S. Bank National Association, Bank One, NA, Comerica Bank, 1363880 Ontario Inc. and J2R Partners II-B, LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.7		Amendment No. 4 to Revolving Credit and Term Loan Agreement, dated as of November 13, 2002, by and among the lenders signatory thereto, Comerica Bank as agent for the Banks, Trim Systems Operating Corp., Tempress, Inc. and Trim Systems LLC (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.8		Amendment No. 5 to Revolving Credit and Term Loan Agreement and Waiver dated as of February 2004, by and among the lenders signatory thereto, Comerica Bank as agent for the Banks, Trim Systems Operating Corp., Tempress, Inc. and Trim Systems LLC, (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.9		Revolving Credit and Term Loan Agreement, dated as of August 10, 2004, by and among Commercial Vehicle Group, Inc., the subsidiary borrowers from time to time parties thereto, the foreign currency borrowers from time to time parties thereto, the banks from time to time parties thereto, U.S. Bank National Association, one of the banks, as administrative agent for the banks and Comerica Bank, one of the banks, as syndication agent for the banks (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
	10	.10		First Amendment to Revolving Credit and Term Loan Agreement, dated as of September 16, 2004, by and among Commercial Vehicle Group, Inc., the subsidiary borrowers from time to time parties thereto, the foreign currency borrowers from time to time parties thereto, the banks from time to time parties thereto, U.S. Bank National Association, one of the banks, as administrative agent for the banks and Comerica Bank, one of the banks, as syndication agent for the banks (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-50890), filed on March 15, 2005).
	10	.11		Second Amendment to Revolving Credit and Term Loan Agreement, dated as of February 7, 2005, by and among Commercial Vehicle Group, Inc., the subsidiary borrowers from time to time parties thereto, the foreign currency borrowers from time to time parties thereto, the banks from time to time parties thereto, U.S. Bank National Association, one of the banks, as administrative agent for the banks and Comerica Bank, one of the banks, as syndication agent for the banks (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-50890), filed on March 15, 2005).
	10	.12		Third Amendment to Revolving Credit and Term Loan Agreement, dated as of June 3, 2005, by and among Commercial Vehicle Group, Inc., the subsidiary borrowers from time to time parties thereto, the foreign currency borrowers from time to time parties thereto, the banks from time to time parties thereto, U.S. Bank National Association, one of the banks, as administrative agent for the banks and Comerica Bank, one of the banks, as syndication agent for the banks (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on June 8, 2005).
	10	.13		Investor Stockholders Agreement, dated October 5, 2000, by and among Bostrom Holding, Inc., Onex American Holdings LLC, J2R Partners VII and the stockholders listed on the signature pages thereto (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004.

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Exhibit
No.				Description
	10	.14		Investor Stockholders Joinder 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 Investor Stockholders Agreement by and among Bostrom Holding, Inc. and the prior stockholders of Trim Systems (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.16		Management Stockholders Agreement, dated as of August 9, 2004, by and among Commercial Vehicle Group, Inc., Onex American Holdings II LLC and the individuals named on Schedule I thereto (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000- 50890), filed on September 17, 2004).
	10	.17		Note Purchase Agreement, dated September 30, 2002, by and among Bostrom Holding, Inc., Baird Capital Partners II Limited, BCP II Affiliates Fund Limited Partnership, Baird Capital II Limited Partnership, Baird Capital Partners III Limited Partnership, BCP III Special Affiliates Limited Partnership, BCP III Affiliates Fund Limited Partnership, Norwest Equity Partners VII, LP and Hidden Creek Industries (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.18		Form of Subordinated Promissory Note issued by Bostrom Holding, Inc. in favor of each of BCP II Affiliates Fund Limited Partnership, Baird Capital II Limited Partnership, Baird Capital Partners III Limited Partnership, BCP III Special Affiliates Limited Partnership BCP III Affiliates Fund Limited Partnership, Norwest Equity Partners VII, LP and Hidden Creek Industries (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.19		Promissory Note, dated as of June 28, 2001, issued by Trim Systems Operating Corp. in favor of 1363880 Ontario Inc., in the amount of $6,850,000 (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.20		Promissory Note, dated as of June 28, 2001, issued by Trim Systems Operating Corp. in favor of J2R Partners II-B, LLC, in the amount of $150,000 (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.21		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	.22		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	.23		Commercial Vehicle Group, Inc. Amended and Restated Equity Incentive Plan (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-59890), filed on May 11, 2005).
	10	.24		Form of Grant of Nonqualified Stock Option pursuant to the Commercial Vehicle Group, Inc. 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	.25		Employment agreement, dated as of May 16, 1997, with Donald P. Lorraine (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-15708), filed on May 21, 2004).
	10	.26		Recapitalization Agreement, dated as of August 4, 2004, by and among Commercial Vehicle Group, Inc. and the stockholders listed on the signature pages thereto (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
	10	.27		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	.28		Commercial Vehicle Group, Inc. 2005 Bonus Plan (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on February 7, 2005).
	10	.29**		Service Agreement, dated March 1, 1993, between Motor Panels (Coventry) Plc and William Gordon Boyd.

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Exhibit
No.				Description
	10	.30**		Assignment and Assumption Agreement, dated as of June 1, 2004, between Mayflower Vehicle Systems Plc and Mayflower Vehicle Systems, Inc.
	21	.1**		Subsidiaries of Commercial Vehicle Group, Inc.
	23	.1		Consent of Deloitte & Touche LLP.
	23	.2		Consent of PricewaterhouseCoopers LLP.
	23	.3**		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
	24	.1**		Powers of Attorney (included in Part II of the Registration Statement).

*	To be filed by amendment.

**	Previously filed.